Exhibit 10.3


 


[*]:
THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY
HARMFUL IF PUBLICLY DISCLOSED


 


Private
 & Confidential


 


	 	Dated                      24
    April                      2020
	 
	 

         

        BREAKAWAY
        ONE, LTD.

        (as Borrower)

         

        NCL
        CORPORATION LTD.

        (as Parent)

         

        NCL
        INTERNATIONAL, LTD.

        (as Shareholder)

         

        THE
        LENDERS LISTED IN SCHEDULE 1

        (as Lenders)

         

        KFW
        IPEX-BANK GMBH

        (as Facility Agent, Collateral Agent and CIRR Agent)

         

        COMMERZBANK
        AKTIENGESELLSCHAFT

        (as Hermes Agent)

         

        NORDEA
        BANK ABP, FILIAL I NORGE (FORMERLY NORDEA BANK NORGE ASA)

        (as Documentation Agent)

         

        and

        

        COMMERZBANK AG, NEW YORK BRANCH (FORMERLY DEUTSCHE SCHIFFSBANK AKTIENGESELLSCHAFT), DNB BANK ASA (FORMERLY DNB NOR BANK
        ASA), HSBC BANK PLC, KFW IPEX-BANK GMBH and NORDEA BANK ABP, FILIAL I NORGE (FORMERLY NORDEA BANK NORGE ASA)

        (as Joint Lead Arrangers)

         

	 	                                                                

         

        SECOND
        AMENDMENT AGREEMENT 

         

        RELATING
        TO THE SECURED CREDIT AGREEMENT

        DATED 18 NOVEMBER 2010, AS AMENDED ON 31 MAY 2012 AND AS FURTHER AMENDED ON 25 APRIL 2019, FOR THE DOLLAR EQUIVALENT OF
        UP TO €529,846,154 PRE AND POST DELIVERY FINANCE FOR HULL NO. [*]

                                                                         

         
	 
	 
	 	 	 





 






    	 	 	 



     


    

 


Contents


 





	Clause	Page
	 	 
	1   Definitions	2
	 	 
	2   Agreement
    of the Finance Parties	3
	 	 
	3   Amendments
    to Original Credit Agreement	3
	 	 
	4   Representations
    and warranties	4
	 	 
	5   Conditions	5
	 	 
	6   Confirmations	5
	 	 
	7   Fees,
    costs and expenses	6
	 	 
	8   Miscellaneous
    and notices	7
	 	 
	9   Applicable
    law	7
	 	 
	Schedule 1 The
    Lenders	8
	 	 
	Schedule 2 Conditions
    precedent to Effective Date	9
	 	 
	Schedule 3 Form
    of Effective Date Notice	11
	 	 
	Schedule 4 Form
    of Amended and Restated Credit Agreement	12








 






     


     


    

 


THIS
SECOND AMENDMENT AGREEMENT is dated _24_ April 2020 and made BETWEEN:


 


		(1)	BREAKAWAY
                                         ONE, LTD., a Bermuda company with its registered office at Park Place, 55 Par La
                                         Ville Road, Third Floor, Hamilton HM11, Bermuda (the Borrower);



 


		(2)	NCL
                                         CORPORATION LTD., a company incorporated under the laws of Bermuda and having its
                                         registered office at Park Place, 55 Par La Ville Road, Third Floor, Hamilton HM11, Bermuda
                                         as guarantor (the Parent);



 


		(3)	NCL
                                         INTERNATIONAL, LTD., a company incorporated under the laws of Bermuda and having
                                         its registered office at Park Place, 55 Par La Ville Road, Third Floor, Hamilton HM11,
                                         Bermuda as shareholder (the Shareholder);



 


		(4)	THE
                                         LENDERS particulars of which are set out in Schedule 1 (The Lenders)
                                         as lenders (collectively the Lenders and each individually a Lender);



 


		(5)	KFW
                                         IPEX-BANK GMBH of Palmengartenstrasse 5-9, 60325 Frankfurt am Main, Germany as facility
                                         agent (the Facility Agent);



 


		(6)	COMMERZBANK
                                         AKTIENGESELLSCHAFT of Kaiserplatz, 60261 Frankfurt am Main, Germany
                                         as Hermes agent (the Hermes Agent);



 


		(7)	NORDEA
                                         BANK ABP, FILIAL I NORGE (FORMERLY NORDEA BANK NORGE ASA) of Essendrops gate 7, NO-0368
                                         Oslo, Norway as Documentation Agent (the Documentation Agent);



 


		(8)	KFW
                                         IPEX-BANK GMBH of Palmengartenstrasse 5-9, 60325 Frankfurt am Main, Germany as collateral
                                         agent for itself and the Lenders (as hereinafter defined) (the Collateral Agent);



 


		(9)	KFW
                                         IPEX-BANK GMBH of Palmengartenstrasse 5-9, 60325 Frankfurt am Main, Germany as CIRR
                                         agent (the CIRR Agent); and



 


		(10)	COMMERZBANK
                                         AG, NEW YORK BRANCH (FORMERLY DEUTSCHE SCHIFFSBANK AKTIENGESELLSCHAFT), DNB BANK ASA
                                         (FORMERLY DNB NOR BANK ASA), HSBC BANK PLC, KFW IPEX-BANK GMBH and NORDEA BANK
                                         ABP, FILIAL I NORGE (FORMERLY NORDEA BANK NORGE ASA), each in their capacity as joint
                                         lead arranger in respect of the credit facility provided for herein (together the Joint
                                         Lead Arrangers).



 


WHEREAS:


 


		(A)	This
                                         Agreement is supplemental to a credit agreement dated 18 November 2010 as amended on
                                         31 May 2012 and 25 April 2019 (the Original Credit Agreement) made between, amongst
                                         others, the Borrower, the banks named therein as lenders and the Facility Agent, where
                                         the Lenders granted to the Borrower a secured loan in the maximum amount of the dollar
                                         equivalent of up to Euro five hundred and twenty nine million eight hundred and forty
                                         six thousand and one hundred and fifty four (€529,846,154) (the Loan) for
                                         the purpose of enabling the Borrower to finance (among other things) the construction
                                         of the Vessel (as such term is defined in the Original Credit Agreement) on the terms
                                         and conditions therein contained.



 


		(B)	The
                                         Borrower and the Parent have by a consent request letter dated 7 April 2020 relating
                                         to the "Cruise Debt Holiday Principles" (the Principles) requested that
                                         the Original Credit Agreement be amended and restated on the basis set out in this Agreement.



 


		(C)	The
                                         Lenders have agreed to the deferral of any scheduled repayments of principal of a Loan
                                         arising during the Deferral Period on the basis set out in the Original Credit Agreement
                                         as amended, supplemented and restated by this Agreement.



 






    	 	1	 



     


    

 


NOW IT
IS HEREBY AGREED as follows:


 


		1	Definitions



 


		1.1	Defined
                                         expressions



 


Words
and expressions defined in the Original Credit Agreement shall, unless the context otherwise requires or unless otherwise defined
herein, have the same meanings when used in this Agreement.


 


		1.2	Definitions



 


In
this Agreement, unless the context otherwise requires:


 


CIRR
Representative means KfW, acting in its capacity as CIRR mandatary in connection with the Credit Agreement.


 


Credit
Agreement means the Original Credit Agreement as amended and restated by this Agreement.


 


Deferral
Fee Letter means any letter between the Agent and the Parent setting out any of the fees payable in connection with this Agreement.


 


Deferral
Period means the period from 1 April 2020 to 31 March 2021 (inclusive).


 


Effective
Date means the date on which the Facility Agent notifies the Borrower and the Lenders in writing substantially in the form
set out in Schedule 3 (Form of Effective Date Notice) that the Facility Agent has received the documents and evidence
specified in clause 5.1 (Documents and evidence), clause 5.2 (General conditions precedent) and Schedule 2
(Conditions precedent to Effective Date) in a form and substance reasonably satisfactory to it (and provided that the Facility
Agent shall be under no obligation to give the notification if a Default or a mandatory prepayment event under Section 4.02 of
the Credit Agreement (as if the same had been amended and restated by this Agreement) shall have occurred for which relief is
not provided in the Principles).


 


Finance
Party means the Facility Agent, the Hermes Agent, the Collateral Agent, the CIRR Agent or a Lender.


 


Principles
Information Package has the meaning given to such term in the form of the Credit Agreement set out in Schedule 4 (Form
of Amended and Restated Credit Agreement).


 


Repayment
Date has the meaning given to such term in the form of the amended and restated Credit Agreement set out in Schedule 4 (Form
of Amended and Restated Credit Agreement).


 


Obligor
means the Borrower, the Parent and the Shareholder.


 


		1.3	References



 


References
in:


 


		(a)	this
                                         Agreement to Sections of the Credit Agreement are to the Sections of the amended and
                                         restated credit agreement set out in Schedule 4 (Form of Amended and Restated Credit
                                         Agreement);



 


		(b)	references
                                         in the Original Credit Agreement to “this Agreement” shall, with effect from
                                         the Effective Date and unless the context otherwise requires, be references to the Original
                                         Credit Agreement as amended and restated by this Agreement and words such as “herein”,
                                         “hereof”, “hereunder”, “hereafter”, “hereby”
                                         and “hereto”, where they appear in the Original Credit Agreement, shall be
                                         construed accordingly;



 






    	 	2	 



     


    

 


		(c)	this
                                         Agreement to any defined terms shall have meanings to be equally applicable to both the
                                         singular and plural forms of the terms defined and references to this Agreement or any
                                         other document (or to any specified provision of this Agreement or any other document)
                                         shall be construed as references to this Agreement, that provision or that document as
                                         from time to time amended, restated, supplemented and/or novated.



 


		1.4	Clause
                                         headings



 


The
headings of the several clauses and sub-clauses of this Agreement are inserted for convenience only and shall not in any way affect
the meaning or construction of any provision of this Agreement.


 


		1.5	Electronic
                                         signing



 


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 document 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 the lawful processing of personal data of the signers for contract performance and their legitimate interests including
contract management.


 


		1.6	Contracts
                                         (Rights of Third Parties) Act 1999



 


A
person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or
enjoy the benefit of any term of this Agreement unless expressly provided to the contrary in this Agreement.  Notwithstanding
any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary
this Agreement at any time.


 


		2	Agreement
                                         of the Finance Parties



 


The
Finance Parties, relying upon the representations and warranties on the part of the Obligors contained in clause 4 (Representations
and warranties), agree with the Borrower that, subject to the terms and conditions of this Agreement and in particular, but
without prejudice to the generality of the foregoing, fulfilment of the conditions contained in clause 5 (Conditions)
and Schedule 2 (Conditions precedent to Effective Date), the Original Credit Agreement shall be amended and restated
on the terms set out in clause 3 (Amendments to Original Credit Agreement).


 


		3	Amendments
                                         to Original Credit Agreement



 


		3.1	Amendments



 


The
Original Credit Agreement (but without its Exhibits which, subject to clause 6.2(c), shall remain in the same form and deemed
to form part of the Credit Agreement) shall, with effect on and from the Effective Date, be (and it is hereby) amended and restated
so as to read in accordance with the form of the amended and restated Credit Agreement set out in Schedule 4 (Form of Amended
and Restated Credit Agreement) and (as so amended) and, together with the Exhibits, will continue to be binding upon the parties
to it in accordance with its terms as so amended and restated.


 






    	 	3	 



     


    

 


		3.2	Continued
                                         force and effect



 


Save
as amended by this Agreement, the provisions of the Original Credit Agreement shall continue in full force and effect and the
Original Credit Agreement and this Agreement shall be read and construed as one instrument.


 


		4	Representations
                                         and warranties



 


		4.1	Primary
                                         representations and warranties



 


Each
of the Obligors represents and warrants to the Finance Parties that:


 


		(a)	Power
                                         and authority



 


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


 


		(b)	No
                                         violation 



 


the
entry into and performance of this Agreement and the transactions contemplated hereby do not and will not conflict with:


 


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



 


		(ii)	its
                                         constitutional documents; or



 


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



 


		(c)	Governmental
                                         approvals



 


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


 


		(d)	Fees,
                                         governing law and enforcement



 


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


 






    	 	4	 



     


    

 


		(e)	True
                                         and complete disclosure



 


each
Obligor has fully disclosed in writing to the Facility Agent all facts relating to such Obligor which it knows or should reasonably
know and which might reasonably be expected to influence the Lenders in deciding whether or not to enter into this Agreement.


 


		4.2	Repetition
                                         of representations and warranties



 


Each
of the representations and warranties contained in clause 4.1 (Primary representations and warranties) of this Agreement
shall be deemed to be repeated by the Obligors on the Effective Date as if made with reference to the facts and circumstances
existing on such day.


 


		5	Conditions



 


		5.1	Documents
                                         and evidence



 


The
agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be subject to the
receipt by the Facility Agent or its duly authorised representative of the documents and evidence specified in Schedule 2
(Conditions precedent to Effective Date) in each case, in form and substance reasonably satisfactory to the Facility Agent
and its lawyers.


 


		5.2	General
                                         conditions precedent



 


The
agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be further subject
to:


 


		(a)	the
                                         representations and warranties in clause 4 (Representations and warranties)
                                         being true and correct on the Effective Date as if each was made with respect to the
                                         facts and circumstances existing at such time; and



 


		(b)	no
                                         Event of Default or Default having occurred and continuing at the time of the Effective
                                         Date.



 


		5.3	Conditions
                                         subsequent



 


The
Borrower undertakes as soon as possible (but in any event within 10 days of the Effective Date) to deliver to the Facility Agent
copies of the financing statements (Form UCC-1 or the equivalent) and the search results (Form UCC-11) prepared, filed and/or
obtained by the Borrower’s counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, to the extent required, in connection
with the restatement of the Original Credit Agreement pursuant to this Agreement.


 


		5.4	Waiver
                                         of conditions precedent



 


The
conditions specified in this clause 5 are inserted solely for the benefit of the Finance Parties and may be waived by the
Finance Parties in whole or in part with or without conditions.


 


		6	Confirmations



 


		6.1	Guarantee



 


The
Parent as guarantor hereby confirms its consent to the amendments to the Original Credit Agreement contained in this Agreement
and agrees that the guarantee and indemnity provided in Section 15 (Parent Guaranty) of the Original Credit Agreement,
and the obligations of the Parent as guarantor thereunder, shall remain and continue in full force and effect notwithstanding
the said amendments to the Original Credit Agreement contained in this Agreement.


 






    	 	5	 



     


    

 


		6.2	Credit
                                         Documents



 


Each
Obligor further acknowledges and agrees, for the avoidance of doubt, that:


 


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



 


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



 


		(c)	with
                                         effect from the Effective Date, references in the Credit Documents to which it is a party
                                         to the Credit Agreement shall henceforth be references to the Original Credit Agreement
                                         as amended and restated by this Agreement and as from time to time hereafter amended.



 


		7	Fees,
                                         costs and expenses



 


		7.1	Fees



 


The
Parent agrees to pay to the Facility Agent (for distribution to the Lenders in accordance with the terms of any applicable Deferral
Fee Letter) the fees in the amounts and at the times agreed in each relevant Deferral Fee Letter.


 


		7.2	Costs
                                         and expenses



 


The
Borrower agrees to pay on demand:


 


		(a)	all
                                         reasonable and documented expenses (including external legal and out-of-pocket expenses
                                         and disbursements) incurred by:



 


		(i)	the
                                         Facility Agent or the Hermes Agent in connection with the negotiation, preparation, execution
                                         and, where relevant, registration of this Agreement and of any amendment or extension
                                         of or the granting of any waiver or consent under this Agreement; and



 


		(ii)	the
                                         CIRR Representative and any Lender in connection with the preparation, execution, delivery
                                         and administration, modification and amendment of any Refinancing Agreement and any security
                                         or other documents executed or to be executed and delivered as a consequence of the parties
                                         entering into this Agreement and any other documents to be delivered under this Agreement;
                                         and



 


		(b)	all
                                         expenses (including legal and out-of-pocket expenses) incurred by the Finance Parties
                                         in contemplation of, or otherwise in connection with, the enforcement of, or preservation
                                         of any rights under this Agreement or otherwise in respect of the monies owing and obligations
                                         incurred under this Agreement,



 


and
all such costs and expenses shall be paid with interest at the rate referred to in Section 2.06 (Interest) of the Credit
Agreement from the date on which such expenses were incurred to the date of payment (as well after as before judgment).


 


		7.3	CIRR
                                         funding costs



 


The
Borrower agrees to pay on demand any additional imputed, required or calculative funding cost on the Deferred Loans determined
by a Lender or the CIRR Representative as a consequence of the parties entering into this Agreement which shall not exceed the
difference between the interest payable on the Loan (other than the Deferred Loan) in accordance with the Credit Agreement as
if interest were payable on the Loan at a fixed interest rate of 3.10% per annum and the interest payable on the Deferred Loans
at an interest rate equal to the sum of the Applicable Margin plus the Eurodollar Rate determined in accordance with the Credit
Agreement. The Facility Agent shall furnish to the Borrower a determination of such a funding cost reflecting the respective determinations
which the Facility Agent has received from the CIRR Representative and each of the Lenders, which determination will then be applicable
to all Lenders. None of the Facility Agent, a Lender or the CIRR Representative is required to provide to the Facility Agent (if
applicable) or the Borrower evidence of how the determination of the funding cost has been made nor that it has been suffered.


 






    	 	6	 



     


    

 


		7.4	Value
                                         Added Tax



 


All
fees and expenses payable pursuant to this clause 7 shall be paid together with VAT or any similar tax (if any) properly
chargeable thereon.


 


		7.5	Stamp
                                         and other duties



 


The
Borrower agrees to pay to the Facility Agent on demand all stamp, documentary, registration or other like duties or taxes (including
any duties or taxes payable by the Facility Agent) imposed on or in connection with this Agreement and shall indemnify the Facility
Agent against any liability arising by reason of any delay or omission by the Borrower to pay such duties or taxes.


 


		8	Miscellaneous
                                         and notices



 


		8.1	Notices



 


The
provisions of Section 14.03 (Notices) of the Credit Agreement shall extend and apply to the giving or making of notices
or demands hereunder as if the same were expressly stated herein with all necessary changes.


 


		8.2	Counterparts



 


This
Agreement may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when
so executed and delivered shall be an original but all counterparts shall together constitute one and the same instrument.


 


		8.3	Further
                                         assurance



 


The
provisions of Section 9.10(a) (Further Assurances) of the Credit Agreement shall extend and apply to this Agreement as
if the same were expressly stated herein with all necessary changes.


 


		9	Applicable
                                         law



 


		9.1	Law



 


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


 


		9.2	Exclusive
                                         jurisdiction and service of process



 


The
provisions of Section 14.07(b) and (c) (Governing Law; Exclusive Jurisdiction of English Courts; Service of Process) of
the Credit Agreement shall apply to this Agreement as if the same were expressly stated herein with all necessary changes.


 


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


 






    	 	7	 



     


    







Schedule 1



The Lenders


 


	COMMERZBANK
    AG, NEW YORK BRANCH (FORMERLY DEUTSCHE SCHIFFSBANK AKTIENGESELLSCHAFT)
	DNB
    BANK ASA (FORMERLY DNB NOR BANK ASA)
	HSBC
    BANK PLC
	KFW
    IPEX-BANK GMBH
	NORDEA
    BANK ABP, FILIAL I NORGE (FORMERLY NORDEA BANK NORGE ASA)NORDEA BANK NORGE ASA


 






    	 	8	 



     


    

Schedule 2

Conditions precedent to Effective Date


  


		1	Corporate
                                         authorisation



 


In
relation to each Obligor:


 


		(a)	Constitutional
                                         documents



 


copies
certified by an officer of that Obligor, as true, complete and up to date copies, of all documents which contain or establish
or relate to the constitution of that party or an officer's certificate confirming that there have been no changes or amendments
to the constitutional documents certified copies of which were previously delivered to the Facility Agent pursuant to the Original
Credit Agreement or any previous supplement to it;


 


		(b)	Resolutions



 


a
copy, certified by an officer of that Obligor to be a true copy, and as being in full force and effect and not amended or rescinded,
of resolutions of its board of directors or equivalent:


 


		(i)	approving
                                         the transactions contemplated by this Agreement; and



 


		(ii)	authorising
                                         a person or persons to sign and deliver on behalf of that Obligor or, as the case may
                                         be, authorising the sealing by that Obligor of this Agreement and any notices or other
                                         documents to be given pursuant hereto,



 


together
with originals or certified copies of any powers of attorney issued by any Obligor pursuant to such resolutions; and


 


		(c)	Certificate
                                         of incumbency 



 


a
certificate signed by an officer of each Obligor certified to be true, complete and up to date of (i) the directors and officers
of that Obligor specifying the names and positions of such persons, (ii) its issued share capital and shareholders, (iii) specimen
signatures of those persons authorised to sign this Agreement on its behalf and (iv) a declaration of solvency.


 


		2	Consents



 


A
certificate signed by an officer of each Obligor confirming that all governmental and other licences, approvals, consents, registrations
and filings necessary for any matter or thing contemplated by this Agreement on behalf of that Obligor and for the legality, validity,
enforceability, admissibility in evidence and effectiveness thereof have been obtained or effected on an unconditional basis and
remain in full force and effect (or, in the case of the effecting of any registrations and filings, that arrangements satisfactory
to the Facility Agent have been made for the effecting of the same within any applicable time limit).


 


		3	Principles



 


		(a)	Principles:
                                         Final approval of the Principles (including deferral of the instalments of principal
                                         of the Loan due to be repaid during the Deferral Period) by Hermes.



 


		(b)	Hermes
                                         Cover: Evidence to the satisfaction of each Lender that the Deferred Loans are covered
                                         under the Hermes Cover.



 






    	 	9	 



     


    

 


		(c)	Information
                                         Package: Evidence that the NCLC Group has submitted the Principles Information Package
                                         (including information related to crisis-related liquidity measures) to Hermes, as a
                                         basis for Hermes to assess the adequacy of the NCLC Group ́s crisis-related liquidity
                                         measures with regard to utilization of the Deferred Loans, in accordance with the terms
                                         of the Credit Agreement.



 


		4	Process
                                         agent



 


A
copy of a letter from each Obligor’s agent for receipt of service of proceedings accepting its appointment under this Agreement
as each Obligor’s process agent (with the original to be delivered as soon as practicable after the Effective Date).


 


		5	Receipt
                                         of fees, costs and expenses



 


A
duly executed copy of each Deferral Fee Letter and evidence that any fees, costs and expenses due from the Borrower under clause
7 (Fees, costs and expenses) of this Agreement have been paid or will be paid promptly on being demanded.


 


		6	Legal
                                         opinions



 


Such
legal opinions or confirmations as to the continued effect of any existing legal opinions in relation to the laws of England,
Bermuda and New York as the Facility Agent shall in its reasonable discretion deem appropriate (or, where applicable, a written
approval in principle (which can be given by email) by counsel to the Facility Agent in any of the above jurisdictions of the
arrangements contemplated by this Agreement and a confirmation that a formal legal opinion will follow promptly after the Effective
Date).


 


		7	Amendments
                                         to Refinancing Agreements



 


The
CIRR Representative has confirmed to the Facility Agent that all relevant Lenders have signed respective amendments to their Refinancing
Agreements.


 






    	 	10	 



     


    







 


Schedule 3

Form of Effective Date Notice


 


	To:	 	Breakaway
    One, Ltd.
	 	 	 
	To:	 	NCL Corporation Ltd.
	 	 	 
	To:	 	NCL International, Ltd.
	 	 	 
	To:	 	KfW




 


"NORWEGIAN
BREAKAWAY" (ex-hull no[*])


 


We,
KfW IPEX-Bank GmbH, refer to the second amendment agreement dated 24 April 2020 (the Second Amendment Agreement)
(which, for the purposes of any amendment to a Refinancing Agreement (as defined in the Credit Agreement), shall be an
“Amendment Agreement”) relating to a credit agreement dated as of November 18, 2010 (as previously amended,
supplemented and/or restated from time to time) (the Credit Agreement) made between (among others) the above named
Breakaway One, Ltd. as the Borrower, NCL Corporation Ltd. as the Parent, the financial institutions listed in it as the
Lenders and ourselves as the Facility Agent in respect of a multi-draw term loan credit facility in an aggregate principal
amount of up to €529,846,154.


 


We
hereby confirm that all conditions precedent referred to in Schedule 2 (Conditions precedent to Effective Date) of the
Second Amendment Agreement have been satisfied. In accordance with clause 5 (Conditions) of the Second Amendment Agreement,
the Effective Date is the date of this confirmation and the amendment and restatement of the Credit Agreement in accordance with
the terms of the Second Amendment Agreement is now effective.


 


 


	Dated:	 	____ April 2020	 
	 	 	 	 
	 	 	 	 
	Signed:	 	 	 
	 	 	 	 
	 	 	For and on behalf of	 
	 	 	KfW IPEX-Bank GmbH	 
	 	 	(as Facility Agent)	 




 






    	 	11	 



     


    







 


Schedule 4

Form of Amended and Restated Credit Agreement


 






    	 	12	 



     


    

 





€529,846,154



AMENDED AND RESTATED CREDIT AGREEMENT


 


among


 


NCL
CORPORATION LTD.,


as
Parent,


 


BREAKAWAY
ONE, LTD.,

as Borrower,


 


VARIOUS
LENDERS,


 


KFW
IPEX-BANK GMBH,


as
Facility Agent, Collateral Agent and CIRR Agent,


 


NORDEA
BANK ABP, FILIAL I NORGE (FORMERLY NORDEA BANK NORGE ASA),

as Documentation Agent,


 


and


 


COMMERZBANK
AKTIENGESELLSCHAFT,

as Hermes Agent


 


__________________________________


 


DATED
NOVEMBER 18, 2010 AS AMENDED BY A FIRST AMENDMENT AGREEMENT DATED MAY 31, 2012, A SIDE LETTER DATED APRIL 25, 2019 AND AS FURTHER
AMENDED AND RESTATED BY A SECOND AMENDMENT AGREEMENT

DATED APRIL 24, 2020


__________________________________


 


COMMERZBANK
AG, NEW YORK BRANCH (FORMERLY DEUTSCHE SCHIFFSBANK AKTIENGESELLSCHAFT),


 


DNB
BANK ASA (FORMERLY DNB NOR BANK ASA),


 


HSBC
BANK PLC,


 


KFW
IPEX-BANK GMBH


 


and


 


NORDEA
BANK ABP, FILIAL I NORGE (FORMERLY NORDEA BANK NORGE ASA),


as
Joint Lead Arrangers







     


     


    

TABLE
OF CONTENTS


 


Page


 




	SECTION
    1. Definitions and Accounting Terms	1
	 	 
	1.01 Defined Terms	1
	 	 
	SECTION 2. Amount and
    Terms of Credit Facility	30
	 	 
	2.01 The Commitments	30
	2.02 Amount and Timing
    of Each Borrowing; Currency of Disbursements	30
	2.03 Notice of Borrowing	31
	2.04 Disbursement of
    Funds	32
	2.05 Pro Rata Borrowings	32
	2.06 Interest	33
	2.07 Interest Periods	33
	2.08 Increased Costs,
    Illegality, Market Disruption, etc.	34
	2.09 Indemnification;
    Breakage Costs	37
	2.10 Change of Lending
    Office; Limitation on Additional Amounts	37
	2.11 Replacement of
    Lenders	38
	2.12 Disruption to
    Payment Systems, Etc	39
	 	 
	SECTION 3. Commitment
    Commission; Fees; Reductions of Commitment	39
	 	 
	3.01 Commitment Commission	39
	3.02 Voluntary Reduction
    or Termination of Commitments	40
	3.03 Mandatory Reduction
    of Commitments	40
	 	 
	SECTION 4. Prepayments;
    Repayments; Taxes	40
	 	 
	4.01 Voluntary Prepayments	40
	4.02 Mandatory Repayments
    and Commitment Reductions	41
	4.03 Method and Place
    of Payment	43
	4.04 Net Payments;
    Taxes	43
	4.05 Application of
    Proceeds	44
	 	 
	SECTION 5. Conditions
    Precedent to the Initial Borrowing Date	45
	 	 
	5.01 Effective Date	46
	5.02 Intercreditor
    Agreement.	46
	5.03 Corporate Documents;
    Proceedings; etc.	46
	5.04 Know Your Customer	46
	5.05 Construction Contract
    and Other Material Agreements	46
	5.06 Share Charge	46
	5.07 Assignment of
    Contracts	46
	5.08 Consents Under
    Existing Credit Facilities	47
	5.09 Process Agent	47
	5.10 Opinions of Counsel	47
	5.11 KfW Refinancing	48



 






    	 	(i)	 



     


    

 


	5.12 Equity
    Payment	48
	5.13 Financing Statements	48
	5.14 Security Trust
    Deed	49
	 	 
	SECTION 6. Conditions
    Precedent to each Borrowing Date	49
	 	 
	6.01 No Default; Representations
    and Warranties	49
	6.02 Consents	49
	6.03 Refund Guarantees	49
	6.04 Equity Payment	50
	6.05 Fees, Costs, etc.	50
	6.06 Construction Contract	50
	6.07 Hermes Cover	50
	6.08 Notice of Borrowing	50
	6.09 Solvency Certificate	51
	6.10 Litigation	51
	 	 
	SECTION 7. Conditions
    Precedent to the Delivery Date	51
	 	 
	7.01 Delivery of Vessel	51
	7.02 Collateral and
    Guaranty Requirements	51
	7.03 Evidence of [*]%
    Payment	51
	7.04 Hermes Compliance;
    Compliance with Applicable Laws and Regulations	52
	7.05 Opinion of Counsel	52
	 	 
	SECTION 8. Representations
    and Warranties	52
	 	 
	8.01 Entity Status	52
	8.02 Power and Authority	53
	8.03 No Violation	53
	8.04 Governmental Approvals	53
	8.05 Financial Statements;
    Financial Condition	54
	8.06 Litigation	54
	8.07 True and Complete
    Disclosure	54
	8.08 Use of Proceeds	54
	8.09 Tax Returns and
    Payments	54
	8.10 No Material Misstatements	55
	8.11 The Security Documents	55
	8.12 Capitalization	56
	8.13 Subsidiaries	56
	8.14 Compliance with
    Statutes, etc.	56
	8.15 Winding-up, etc.	56
	8.16 No Default	56
	8.17 Pollution and
    Other Regulations	56
	8.18 Ownership of Assets	57
	8.19 Concerning the
    Vessel	57
	8.20 Citizenship	57
	8.21 Vessel Classification	58
	8.22 No Immunity	58



 






    	 	(ii)	 



     


    

 


	8.23 Fees,
    Governing Law and Enforcement	58
	8.24 Form of Documentation	58
	8.25 Pari Passu or
    Priority Status	58
	8.26 Solvency	58
	8.27 No Undisclosed
    Commissions	59
	8.28 Completeness of
    Documentation	59
	8.29 Money Laundering	59
	 	 
	SECTION 9. Affirmative
    Covenants	59
	 	 
	9.01 Information Covenants	59
	9.02 Books and Records;
    Inspection	61
	9.03 Maintenance of
    Property; Insurance	62
	9.04 Corporate Franchises	62
	9.05 Compliance with
    Statutes, etc.	62
	9.06 Hermes Cover	62
	9.07 End of Fiscal
    Years	63
	9.08 Performance of
    Credit Document Obligations	63
	9.09 Payment of Taxes	63
	9.10 Further Assurances	63
	9.11 Ownership of Subsidiaries	64
	9.12 Consents and Registrations	64
	9.13 Flag of Vessel	64
	9.14 “Know Your
    Customer” and Other Similar Information	64
	 	 
	SECTION 10. Negative
    Covenants	64
	 	 
	10.01 Liens	65
	10.02 Consolidation,
    Merger, Amalgamation, Sale of Assets, Acquisitions, etc.	66
	10.03 Dividends	67
	10.04 Advances, Investments
    and Loans	68
	10.05 Transactions
    with Affiliates	68
	10.06 Free Liquidity	70
	10.07 Total Net Funded
    Debt to Total Capitalization	70
	10.08 Collateral Maintenance	70
	10.09 Consolidated
    EBITDA to Consolidated Debt Service	71
	10.10 Business; Change
    of Name	71
	10.11 Subordination
    of Indebtedness	71
	10.12 Activities of
    Borrower, etc.	72
	10.13 Material Amendments
    or Modifications of Construction Contracts	72
	10.14 No Place of Business	72
	 	 
	SECTION 11. Events
    of Default	72
	 	 
	11.01 Payments	72
	11.02 Representations,
    etc.	72
	11.03 Covenants	73
	11.04 Default Under
    Other Agreements	73
	11.05 Bankruptcy, etc.	74



 






    	 	(iii)	 



     


    

 


	11.06 Total
    Loss	74
	11.07 Security Documents	75
	11.08 Guaranties	75
	11.09 Judgments	75
	11.10 Cessation of
    Business	75
	11.11 Revocation of
    Consents	75
	11.12 Unlawfulness	75
	11.13 Insurances	76
	11.14 Disposals	76
	11.15 Government Intervention	76
	11.16 Change of Control	76
	11.17 Material Adverse
    Change	76
	11.18 Repudiation of
    Construction Contract or other Material Documents	76
	 	 
	SECTION 12. Agency
    and Security Trustee Provisions	77
	 	 
	12.01 Appointment and
    Declaration of Trust	77
	12.02 Nature of Duties	78
	12.03 Lack of Reliance
    on the Agents	78
	12.04 Certain Rights
    of the Agents	78
	12.05 Reliance	79
	12.06 Indemnification	79
	12.07 The Agents in
    their Individual Capacities	79
	12.08 Resignation by
    an Agent	79
	12.09 The Joint Lead
    Arrangers	80
	12.10 Impaired Agent	80
	12.11 Replacement of
    an Agent	81
	12.12 Resignation by
    the Hermes Agent	81
	 	 
	SECTION 13. Benefit
    of Agreement	82
	 	 
	13.01 Assignments and
    Transfers by the Lenders	82
	13.02 Assignment or
    Transfer Fee	83
	13.03 Assignments and
    Transfers to Hermes or KfW	83
	13.04 Limitation of
    Responsibility to Existing Lenders	84
	13.05 [Intentionally
    Omitted]	84
	13.06 Procedure and
    Conditions for Transfer	84
	13.07 Procedure and
    Conditions for Assignment	85
	13.08 Copy of Transfer
    Certificate or Assignment Agreement to Parent	86
	13.09 Security over
    Lenders’ Rights	86
	13.10 Assignment by
    a Credit Party	87
	13.11 Lender Participations	87
	13.12 Increased Costs	87
	 	 
	SECTION 14. Miscellaneous	88
	 	 
	14.01 Payment of Expenses,
    etc.	88
	14.02 Right of Set-off	89
	14.03 Notices	89



 






    	 	(iv)	 



     


    

 


	14.04 No
    Waiver; Remedies Cumulative	90
	14.05 Payments Pro
    Rata	90
	14.06 Calculations;
    Computations	91
	14.07 Governing Law;
    Exclusive Jurisdiction of English Courts; Service of Process	91
	14.08 Counterparts	91
	14.09 Effectiveness	92
	14.10 Headings Descriptive	92
	14.11 Amendment or
    Waiver; etc.	92
	14.12 Survival	96
	14.13 Domicile of Loans	96
	14.14 Confidentiality	96
	14.15 Register	97
	14.16 Third Party Rights	97
	14.17 Judgment Currency	97
	14.18 Language	97
	14.19 Waiver of Immunity	98
	14.20 “Know Your
    Customer” Notice	98
	14.21 Release of Liens
    and the Parent Guaranty; Flag Jurisdiction Transfer	98
	14.22 Partial Invalidity	99
	 	 
	SECTION 15. Parent
    Guaranty	99
	 	 
	15.01 Guaranty and
    Indemnity	99
	15.02 Continuing Guaranty	100
	15.03 Reinstatement	100
	15.04 Waiver of Defenses	100
	15.05 Guarantor Intent	101
	15.06 Immediate Recourse	101
	15.07 Appropriations	101
	15.08 Deferral of Guarantor’s
    Rights	101
	15.09 Additional Security	102


 


	SCHEDULE
    1.01(a)	 	-	 	Commitments
	SCHEDULE 1.01(b)	 	-	 	Mandatory Costs
	SCHEDULE 1.01(c)	 	-	 	The Principles
	SCHEDULE 4.02	 	-	 	Repayment Schedule
	SCHEDULE 5.07	 	-	 	Notices, Acknowledgments
    and Consents
	SCHEDULE 5.10	 	-	 	Initial Borrowing Date
    Opinions
	SCHEDULE 6.10	 	-	 	Material Litigation
	SCHEDULE 7.05	 	-	 	Delivery Date Opinions
	SCHEDULE 8.03	 	-	 	Existing Agreements
	SCHEDULE 8.12	 	-	 	Capitalization
	SCHEDULE 8.13	 	-	 	Subsidiaries
	SCHEDULE 8.19	 	-	 	Vessel
	SCHEDULE 8.21	 	-	 	Approved Classification
    Societies
	SCHEDULE 9.03	 	-	 	Required Insurances



 






    	 	(v)	 



     


    

 


	SCHEDULE
    10.01	 	-	 	Existing
    Liens
	SCHEDULE 14.03A	 	-	 	Credit Party Addresses
	SCHEDULE 14.03B	 	-	 	Lender Addresses
	 	 	 	 	 
	 	 	 	 	 
	EXHIBIT
    A	 	-	 	Form of Notice of Borrowing
	EXHIBIT B-1	 	-	 	Form of BankAssure Report
	EXHIBIT B-2	 	-	 	Form of Insurance Broker
    Certificate
	EXHIBIT
    C	 	-	 	Form of Interaction Agreement
	EXHIBIT
    D	 	-	 	Form of Secretary’s
    Certificate
	EXHIBIT
    E	 	-	 	Form of Transfer Certificate
	EXHIBIT
    F	 	-	 	Form of Bermuda Share Charge
	EXHIBIT
    G	 	-	 	Form of Assignment of Earnings
	EXHIBIT
    H	 	-	 	Form of Assignment of Insurances
	EXHIBIT
    I	 	-	 	Form of Deed of Covenants
	EXHIBIT
    J	 	-	 	Form of Assignment of Contracts
	EXHIBIT
    K	 	-	 	Form of Solvency Certificate
	EXHIBIT
    L	 	-	 	Form of Assignment Agreement
	EXHIBIT
    M	 	-	 	Form of Compliance Certificate
	EXHIBIT
    N	 	-	 	Form of Intercreditor
    Agreement
	EXHIBIT
    O	 	-	 	Form of Assignment of
    Management Agreements
	EXHIBIT
    P	 	-	 	Form of Security Trust
    Deed
	EXHIBIT
    Q	 	-	 	Form of Assignment of
    KfW Refund Guarantees




 






    	 	(vi)	 



     


    







 


THIS
CREDIT AGREEMENT, is made by way of deed November 18, 2010, as amended pursuant to the First Amendment Agreement, as further amended
pursuant to the Side Letter and as further amended and restated pursuant to the Second Amendment Agreement, among NCL CORPORATION
LTD., a Bermuda company with its registered office as of the date hereof at Park Place, 55 Par La Ville Road, Third Floor, Hamilton
HM11, Bermuda (the “Parent”), BREAKAWAY ONE, LTD., a Bermuda company with its registered office as of the date
hereof at Park Place, 55 Par La Ville Road, Third Floor, Hamilton HM11, Bermuda (the “Borrower”), the Lenders
party hereto from time to time, KFW IPEX-BANK GMBH, as Facility Agent (in such capacity, the “Facility Agent”),
as Collateral Agent under the Security Documents (in such capacity, the “Collateral Agent”) and as CIRR Agent
(in such capacity, the “CIRR Agent”), NORDEA BANK ABP, FILIAL I NORGE (formerly NORDEA BANK NORGE ASA), as
Documentation Agent (in such capacity, the “Documentation Agent”), COMMERZBANK AKTIENGESELLSCHAFT, as Hermes
Agent (in such capacity, the “Hermes Agent”), and each of COMMERZBANK AG, NEW YORK BRANCH (formerly DEUTSCHE
SCHIFFSBANK AKTIENGESELLSCHAFT), DNB BANK ASA (formerly DNB NOR BANK ASA), HSBC BANK PLC, KFW IPEX-BANK GMBH and NORDEA BANK ABP,
FILIAL I NORGE (formerly NORDEA BANK NORGE ASA), each in their capacity as joint lead arranger in respect of the credit facility
provided for herein (together, the “Joint Lead Arrangers”). All capitalized terms used herein and defined in
Section 1 are used herein as therein defined.


 


W
I T N E S S E T H:


 


WHEREAS,
the Borrower has requested that the Lenders make available to the Borrower a multi-draw term loan credit facility in an aggregate
principal amount of €529,846,154 pursuant to which Loans may be incurred to finance, in part, the construction and acquisition
costs of the Vessel and the related Hermes Premium;


 


WHEREAS,
subject to and upon the terms and conditions set forth herein, the Lenders are willing to make available to the Borrower the term
loan facility provided for herein; and


 


WHEREAS,
in connection with the matters contemplated by the Principles (as defined below), the Borrower and the Lenders have agreed to
defer each scheduled repayment of the Loans arising during the Deferral Period (as defined below) on the terms set out herein
(but which deferral shall, in no circumstance, involve an increase to the Total Commitments).


 


NOW,
THEREFORE, IT IS AGREED:


 


SECTION
1. Definitions and Accounting Terms.


 


1.01
Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined) and references to this Agreement or any other document
(or to any specified provision of this Agreement or any other document) shall be construed as references to this Agreement, that
provision or that document as from time to time amended, restated, supplemented and/or novated:


 






    	 	 	 



     


    

 


“Acceptable
Bank” means (a) a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced
debt obligations of A- or higher by S&P or A2 or higher by Moody's or a comparable rating from an internationally recognized
credit rating agency; or (b) any other bank or financial institution approved by each Agent.


 


“Acceptable
Flag Jurisdiction” shall mean the Bahamas, Bermuda, Panama, the Marshall Islands, the United States or such other flag
jurisdiction as may be acceptable to the Required Lenders in their reasonable discretion.


 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition
of in excess of fifty percent (50%) of the Capital Stock of any Person or otherwise causing any Person to become a Subsidiary
of a Borrower, or (c) a merger, amalgamation or consolidation or any other combination with another Person.


 


“Adjusted
Construction Price” shall mean the sum of the Initial Construction Price of the Vessel and the total permitted increases
to the Initial Construction Price of the Vessel pursuant to Permitted Change Orders (it being understood that the Final Construction
Price may exceed the Adjusted Construction Price).


 


“Affiliate”
shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with, such Person; provided, however, that for purposes of Section 10.05, an Affiliate of
the Parent or any of its Subsidiaries, as applicable, shall include any Person that directly or indirectly owns more than 10%
of any class of the Capital Stock of the Parent or such Subsidiary, as applicable, and any officer or director of the Parent or
such Subsidiary. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power
to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting
securities, by contract or otherwise. Notwithstanding anything to the contrary contained above, for purposes of Section 10.05,
neither the Facility Agent, nor the Collateral Agent, nor the Joint Lead Arrangers nor any Lender (or any of their respective
affiliates) shall be deemed to constitute an Affiliate of the Parent or its Subsidiaries in connection with the Credit Documents
or its dealings or arrangements relating thereto.


 


“Affiliate
Transaction” shall have the meaning provided in Section 10.05.


 


“Agent”
or “Agents” shall mean, individually and collectively, the Facility Agent, the Collateral Agent, the Delegate
Collateral Agent, the Hermes Agent, the Documentation Agent and the CIRR Agent.


 


“Agreement”
shall mean this Credit Agreement, as modified, supplemented, amended, restated or novated from time to time.


 


“Applicable
Margin” shall mean a percentage per annum equal to 0.90%.


 


“Appraised
Value” of the Vessel at any time shall mean the average of the fair market value of the Vessel on an individual charter
free basis as set forth on the appraisals most recently delivered to, or obtained by, the Facility Agent prior to such time pursuant
to Section 9.01(c).


 






    	 	-2-	 



     


    

 


“Approved
Appraisers” shall mean Brax Shipping AS; Barry Rogliano Salles S.A., Paris; Clarksons, London; R.S. Platou Shipbrokers,
A.S., Oslo; and Fearnsale, a division of Astrup Fearnley AS, Oslo.


 


“Approved
Stock Exchange” shall mean the New York Stock Exchange, NASDAQ or such other stock exchange in the United States of
America, the United Kingdom or Hong Kong as is approved in writing by the Facility Agent or, in each case, any successor thereto.


 


“Assignment
Agreement” shall mean an Assignment Agreement substantially in the form of Exhibit L (appropriately completed) or any
other form agreed between the relevant assignor and assignee (and if required to be executed by the Borrower, the Borrower); provided
that if such other form does not contain the undertaking set out in Clause 7 of Exhibit L it shall not be a Creditor Accession
Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.


 


“Assignment
of Charters” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements”.


 


“Assignment
of Contracts” shall have the meaning provided in Section 5.07.


 


“Assignment
of Earnings” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements”.


 


“Assignment
of Insurances” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements”.


 


“Assignment
of KfW Refund Guarantees” shall have the meaning provided in Section 5.07.


 


“Assignment
of Management Agreements” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements”.


 


“Bankruptcy
Code” shall have the meaning provided in Section 11.05(b).


 


“Basel
II” shall mean the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework”
published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement.


 


“Borrower”
shall have the meaning provided in the first paragraph of this Agreement.


 


“Borrowing”
shall mean the borrowing of Loans (including Deferred Loans) from all the Lenders (other than any Lender which has not funded
its share of a Borrowing in accordance with this Agreement) having Commitments on a given date.


 






    	 	-3-	 



     


    

 


“Borrowing
Date” shall mean each date (including the Initial Borrowing Date) on which a Borrowing occurs as set forth in Section
2.02.


 


“Business
Day” shall mean any day except Saturday, Sunday and any day which shall be in New York, London, Frankfurt am Main or
Norway a legal holiday or a day on which banking institutions are authorized or required by law or other government action to
close.


 


“Capital
Stock” means:


 


(1)       in
the case of a corporation, corporate stock or shares;


 


(2)       in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


(3)       in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and


 


(4)       any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.


 


“Cash
Balance” shall mean, at any date of determination, the unencumbered and otherwise unrestricted cash and Cash Equivalents
of the NCLC Group.


 


“Cash
Equivalents” shall mean (i) securities issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof)
having maturities of not more than one year from the date of acquisition, (ii) time deposits and certificates of deposit of any
commercial bank having, or which is the principal banking subsidiary of a bank holding company having capital, surplus and undivided
profits aggregating in excess of $200,000,000, with maturities of not more than one year from the date of acquisition by any Person,
(iii) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (i)
above entered into with any bank meeting the qualifications specified in clause (ii) above, (iv) commercial paper issued by any
Person incorporated in the United States rated at least A-1 or the equivalent thereof by S&P or at least B-1 or the equivalent
thereof by Moody’s and in each case maturing not more than one year after the date of acquisition by any other Person, and
(v) investments in money market funds substantially all of whose assets are comprised of securities of the types described in
clauses (i) through (iv) above.


 


“CERCLA”
shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same may be amended from
time to time, 42 U.S.C. § 9601 et seq.


 


“Change
of Control” shall mean:


 


(i)       any
Person or group of Persons acting in concert:


 






    	 	-4-	 



     


    

 


		(A)	owns
                                         legally and/or beneficially and either directly or indirectly at least thirty three per
                                         cent (33%) of the ordinary share capital of the Parent; or



 


		(B)	has
                                         the right or the ability to control either directly or indirectly the affairs of or the
                                         composition of the majority of the board of directors (or equivalent) of the Parent;
                                         or



 


(ii)      the
Parent (or such parent company of the Parent) ceases to be a listed company on an Approved Stock Exchange without the prior written
consent of the Required Lenders.


 


“CIRR
Agent” shall have the meaning provided in the first paragraph of this Agreement, and shall include any successor thereto.


 


“CIRR
General Terms and Conditions” shall mean the CIRR General Terms and Conditions for interest rate make-up in ship financing
schemes (May 12, 2009 edition).


 


“Collateral”
shall mean all property (whether real or personal) with respect to which any security interests have been granted (or purported
to be granted) pursuant to any Security Document, including, without limitation, all Share Charge Collateral, all Earnings and
Insurance Collateral, the Construction Risk Insurance, the Vessel, the Refund Guarantees, the Construction Contract and all cash
and Cash Equivalents at any time delivered as collateral thereunder or as collateral required hereunder.


 


“Collateral
Agent” shall have the meaning provided in the first paragraph of this Agreement, and shall include any successor thereto,
acting as mortgagee, security trustee or collateral agent for the Secured Creditors pursuant to the Security Documents.


 


“Collateral
and Guaranty Requirements” shall mean with respect to the Vessel, the requirement that:


 


(i)       (A)
the Borrower shall have duly authorized, executed and delivered an Assignment of Earnings substantially in the form of Exhibit
G or otherwise reasonably acceptable to the Joint Lead Arrangers (as modified, supplemented or amended from time to time, the
 “Assignment of Earnings”) and an Assignment of Insurances substantially in the form of Exhibit H or otherwise
reasonably acceptable to the Joint Lead Arrangers (as modified, supplemented or amended from time to time, the “Assignment
of Insurances”), in each case (to the extent incorporated into or required by such Exhibits or otherwise agreed by the
Borrower and the Joint Lead Arrangers) with appropriate notices, acknowledgements and consents relating thereto and (B) the Borrower
shall (x) use its commercially reasonable efforts to obtain an Assignment of Charters substantially in the form of exhibit B to
the Assignment of Earnings (as modified, supplemented or amended from time to time, the “Assignment of Charters”)
with (to the extent incorporated into or required by such Exhibits or otherwise agreed by the Borrower and the Joint Lead Arrangers)
appropriate notices, acknowledgements and consents relating thereto for any charter or similar contract that has as of the execution
date of such charter or similar contract a remaining term of 13 months or greater (including any renewal option) and (y) have
obtained a subordination agreement from the charterer for any Permitted Chartering Arrangement that the Borrower has entered into
with respect to the Vessel, and shall use commercially reasonable efforts to provide appropriate notices and consents related
thereto, together covering all of the Borrower’s present and future Earnings and Insurance Collateral, in each case together
with:


 






    	 	-5-	 



     


    

 


(a)       proper
financing statements (Form UCC-1 or the equivalent) fully prepared for filing in accordance with the UCC or in other appropriate
filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect
or give notice to third parties of, as the case may be, the security interests purported to be created by the Assignment of Earnings
and the Assignment of Insurances; and


 


(b)       certified
copies of lien search results (Form UCC-11) listing all effective financing statements that name each Credit Party as debtor and
that are filed in the District of Columbia and Florida, together with Form UCC-3 Termination Statements (or such other termination
statements as shall be required by local law) fully prepared for filing if required by applicable law to terminate for any financing
statement which covers the Collateral except to the extent evidencing Permitted Liens.


 


(ii)       the
Borrower shall have duly authorized, executed and delivered an Assignment of Management Agreements in respect of the Management
Agreements for the Vessel substantially in the form of Exhibit O or otherwise reasonably acceptable to the Joint Lead Arrangers
(as modified, supplemented or amended from time to time, the “Assignment of Management Agreements”) and shall
have obtained (or in the case of any Manager that is not a Subsidiary of the Parent, used commercially reasonable efforts to obtain)
a Manager’s Undertakings for the Vessel;


 


(iii)      the
Borrower shall have duly authorized, executed and delivered, and caused to be registered in the appropriate vessel registry a
first priority mortgage and a deed of covenants (as modified, amended or supplemented from time to time in accordance with the
terms thereof and hereof, and together with the Vessel Mortgage delivered pursuant to the definition of Flag Jurisdiction Transfer,
the “Vessel Mortgage”), substantially in the form of Exhibit I or otherwise reasonably acceptable to the Joint
Lead Arrangers with respect to the Vessel, and the Vessel Mortgage shall be effective to create in favor of the Collateral Agent
a legal, valid and enforceable first priority security interest, in and Lien upon the Vessel, subject only to Permitted Liens;


 


(iv)     all
filings, deliveries of notices and other instruments and other actions by the Credit Parties and/or the Collateral Agent necessary
or desirable in the reasonable opinion of the Collateral Agent to perfect and preserve the security interests described in clauses
(i) through and including (iii) above shall have been duly effected and the Collateral Agent shall have received evidence thereof
in form and substance reasonably satisfactory to the Collateral Agent; and


 


(v)      the
Facility Agent shall have received each of the following:


 






    	 	-6-	 



     


    

 


(a)       certificates
of ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the
registered ownership of the Vessel by the Borrower; and


 


(b)       the
results of maritime registry searches with respect to the Vessel, indicating that the Vessel has been deleted from all new building
registers and that there are no recorded liens other than Liens in favor of the Collateral Agent and/or the Lenders and Permitted
Liens; and


 


(c)       class
certificates reasonably satisfactory to it from DNV GL or another classification society listed on Schedule 8.21 hereto (or another
internationally recognized classification society reasonably acceptable to the Facility Agent), indicating that the Vessel meets
the criteria specified in Section 8.21; and


 


(d)       certified
copies of all Management Agreements; and


 


(e)       certified
copies of all ISM and ISPS Code documentation for the Vessel; and


 


(f)       the
Facility Agent shall have received a report, in substantially the form of Exhibit B-1 or otherwise reasonably acceptable to the
Facility Agent, from BankAssure or another firm of independent marine insurance brokers reasonably acceptable to the Facility
Agent with respect to the insurance maintained (or to be maintained) by the Credit Parties in respect of the Vessel, together
with a certificate in substantially the form of Exhibit B-2 or otherwise reasonably acceptable to the Facility Agent, from another
broker certifying that such insurances (i) are placed with such insurance companies and/or underwriters and/or clubs, in such
amounts, against such risks, and in such form, as are customarily insured against by similarly situated insureds and (ii) include
the Required Insurance. In addition, the Borrower shall reimburse the Facility Agent for the reasonable and documented costs of
procuring customary mortgagee interest insurance and additional perils insurance in connection with the Vessel as contemplated
by Section 9.03 (including Schedule 9.03).


 


“Collateral
Disposition” shall mean (i) the sale, lease, transfer or other disposition of the Vessel by the Borrower to any Person
(it being understood that a Permitted Chartering Arrangement is not a Collateral Disposition) or the sale of 100% of the Capital
Stock of the Borrower or (ii) any Event of Loss of the Vessel.


 


“Commitment”
shall mean, for each Lender:


 


(i)       the
amount denominated in Euro set forth opposite such Lender’s name in Schedule 1.01(a) hereto as the same may be (x) reduced
from time to time pursuant to Sections 3.02, 3.03, 4.01, 4.02 and/or 11 or (y) adjusted from time to time as a result of
assignments and/or transfers to or from such Lender pursuant to Section 2.11 or 13; and


 






    	 	-7-	 



     


    

 


(ii)       in
relation to a Deferred Loan, the amount of such Lender’s Commitment in respect of a Deferred Loan as at the time of the
making of a Deferred Loan (but the liability of each Lender in respect of which shall not, on the basis of the arrangements set
out in this Agreement, increase the Total Commitment of such Lender).


 


“Commitment
Letter” shall have the meaning provided in Section 14.09.


 


“Commitment
Termination Date” shall mean:


 


(i)       in
relation to a Loan other than a Deferred Loan, [*]; and


 


(ii)       in
relation to a Deferred Loan, the last day of the Deferral Period.


 


“Commitment
Commission” shall have the meaning provided in Section 3.01(a).


 


“Consolidated
Debt Service” shall mean, for any relevant period, the sum (without double counting), determined in accordance with
GAAP, of:


 


		(i)	the
                                         aggregate principal payable or paid during such period on any Indebtedness for Borrowed
                                         Money of any member of the NCLC Group, other than:



 


		(a)	principal
                                         of any such Indebtedness for Borrowed Money prepaid at the option of the relevant member
                                         of the NCLC Group or by virtue of “cash
                                         sweep” or “special liquidity” cash sweep provisions (or analogous provisions)
                                         in any debt facility of the NCLC Group;



 


		(b)	principal
                                         of any such Indebtedness for Borrowed Money prepaid upon a sale or an Event of Loss of
                                         any vessel owned or leased under a capital lease by any member of the NCLC Group; and



 


		(c)	balloon
                                         payments of any such Indebtedness for Borrowed Money payable during such period (and
                                         for the purpose of this paragraph (c) a “balloon payment” shall not include
                                         any scheduled repayment installment
                                         of such Indebtedness for Borrowed Money which forms part of the balloon);



 


		(ii)	Consolidated
                                         Interest Expense for such period;



 


		(iii)	the
                                         aggregate amount of any dividend or distribution of present or future assets, undertakings,
                                         rights or revenues to any shareholder of any member of the NCLC Group (other than the
                                         Parent, or one of its wholly owned Subsidiaries) or any Dividends other than the tax
                                         distributions described in Section 10.03(ii) in each case paid during such period; and



 


		(iv)	all
                                         rent under any capital lease obligations by which the Parent, or any consolidated Subsidiary
                                         is bound which are payable or paid during such period and the portion of any debt discount
                                         that must be amortized in such period,



 






    	 	-8-	 



     


    

 


as
calculated in accordance with GAAP and derived from the then latest consolidated unaudited financial statements of the NCLC Group
delivered to the Facility Agent in the case of any period ending at the end of any of the first three fiscal quarters of each
fiscal year of the Parent and the then latest audited consolidated financial statements (including all additional information
and notes thereto) of the Parent and its consolidated Subsidiaries together with the auditors’ report delivered to the Facility
Agent in the case of the final quarter of each such fiscal year.


 


“Consolidated
EBITDA” shall mean, for any relevant period, the aggregate of:


 


(i)
       Consolidated Net Income from the Parent’s operations for such period; and


 


(ii)      the
aggregate amounts deducted in determining Consolidated Net Income for such period in respect of gains and losses from the sale
of assets or reserves relating thereto, Consolidated Interest Expense, depreciation and amortization, impairment charges and any
other non-cash charges and deferred income tax expense for such period.


 


“Consolidated
Interest Expense” shall mean, for any relevant period, the consolidated interest expense (excluding capitalized interest)
of the NCLC Group for such period.


 


“Consolidated
Net Income” shall mean, for any relevant period, the consolidated net income (or loss) of the NCLC Group for such period
as determined in accordance with GAAP.


 


“Construction
Contract” shall mean the Shipbuilding Contract (in relation to Hull No. [*]) for the Vessel, dated as of 24 September,
2010, among the Parent, the Borrower and the Yard, as such Shipbuilding Contract may be amended, modified or supplemented from
time to time in accordance with the terms thereof and hereof.


 


“Construction
Risk Insurance” shall mean any and all insurance policies related to the Construction Contract and the construction
of the Vessel.


 


“Credit
Documents” shall mean this Agreement, Sections 7 and 8 of the Commitment Letter, each Security Document, the Security
Trust Deed, any Transfer Certificate, any Assignment Agreement, the Intercreditor Agreement, the Interaction Agreement, the First
Amendment Agreement, the Second Amendment Agreement, the Side Letter, any Fee Letter and, after the execution and delivery thereof,
each additional guaranty or additional security document executed pursuant to Section 9.10.


 


“Credit
Document Obligations” shall mean, except to the extent consisting of obligations, liabilities or indebtedness with respect
to Interest Rate Protection Agreements or Other Hedging Agreements, the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal,
premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any
case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Credit Party
at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any
such proceeding)) of each Credit Party to the Lender Creditors (provided, in respect of the Lender Creditors which are
Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in
respect of Loans and/or Commitments), whether now existing or hereafter incurred under, arising out of, or in connection with
this Agreement and the other Credit Documents to which such Credit Party is a party (including, in the case of each Credit Party
that is a Guarantor, all such obligations, liabilities and indebtedness of such Credit Party under the Parent Guaranty) and the
due performance and compliance by such Credit Party with all of the terms, conditions and agreements contained in this Agreement
and in such other Credit Documents.


 






    	 	-9-	 



     


    

 


“Credit
Party” shall mean the Borrower, the Parent and each Subsidiary of the Parent that owns a direct interest in the Borrower.


 


“Default”
shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.


 


“Defaulting
Lender” shall mean any Lender with respect to which a Lender Default is in effect.


 


“Deferral
Effective Date” has the meaning given to the term “Effective Date” in the Second Amendment Agreement.


 


“Deferral
Period” means the period from the Deferral Effective Date to March 31, 2021 (inclusive).


 


“Deferred
Loan” means the deemed advance by the Lenders (in Dollars) of a proportion of the Total Commitments in accordance with
Section 2.02(c) and which shall constitute a separate Loan repayable in accordance with Section 4.02.


 


“Deferred
Portion” means, in relation to a Loan, an amount equal to the principal amount of the repayment instalment in respect
of such Loan that is at the relevant time required to have been repaid on the Repayment Dates falling during the Deferral Period
and the repayment in respect of which shall be deferred in accordance with the provisions of this Agreement.


 


“Delegate
Collateral Agent” shall mean Commerzbank AG, New York Branch (formerly Deutsche Schiffsbank Aktiengesellschaft) in its
capacity as trustee for the Secured Creditors with respect to the Trust Property Delegated (as defined in the Security Trust Deed)
pursuant to the Security Trust Deed.


 


“Delivery
Date” shall mean the date of delivery of the Vessel to the Borrower, which, as of the Effective Date, is scheduled to
occur on [*].


 


“Discharged
Rights and Obligations” shall have the meaning provided in Section 13.06(c).


 


“Dispute”
shall have the meaning provided in Section 14.07(b).


 






    	 	-10-	 



     


    

 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any
security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event:


 


(1)
        matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise
(other than as a result of a change of control or asset sale),


 


(2)
        is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person,
or


 


(3)
        is redeemable at the option of the holder thereof, in whole or in part (other than solely
as a result of a change of control or asset sale), in each case prior to 91 days after the Maturity Date; provided,
however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible
or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified
Stock; provided, however, that if such Capital Stock is issued to any employee or to any plan for the benefit
of employees of the Parent or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute
Disqualified Stock solely because it may be required to be repurchased by the Parent in order to satisfy applicable statutory
or regulatory obligations or as a result of such employee’s termination, death or disability; provided, further,
that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder
by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.


 


“Disruption
Event” means either or both of:


 


(a)       a
material disruption to those payment or communications systems or to those financial markets which are, in each case, required
to operate in order for payments to be made in connection with this Agreement (or otherwise in order for the transactions contemplated
by the Credit Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the parties
to this Agreement; or


 


(b)       the
occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments
operations of a party to this Agreement preventing such party, or any other party to this Agreement:


 


(i)       from
performing its payment obligations under the Credit Documents; or


 


(ii)       from
communicating with other parties to this Agreement in accordance with the terms of the Credit Documents,


 


and
which (in either such case) is not caused by, and is beyond the control of, the party to this Agreement whose operations are disrupted.


 






    	 	-11-	 



     


    

 


“Dividend”
shall mean, with respect to any Person, that such Person or any Subsidiary of such Person has declared or paid a dividend or returned
any equity capital to its stockholders, partners or members or the holders of options or warrants issued by such Person with respect
to its Capital Stock or membership interests or authorized or made any other distribution, payment or delivery of property (other
than common stock or the right to purchase any of such stock of such Person) or cash to its stockholders, partners or members
or the holders of options or warrants issued by such Person with respect to its Capital Stock or membership interests as such,
or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for a consideration any shares of any class of
its Capital Stock or any other Capital Stock outstanding on or after the Effective Date (or any options or warrants issued by
such Person with respect to its Capital Stock or other Equity Interests), or set aside any funds for any of the foregoing purposes,
or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of
the Capital Stock or any other Equity Interests of such Person outstanding on or after the Effective Date (or any options or warrants
issued by such Person with respect to its Capital Stock or other Equity Interests). Without limiting the foregoing, “Dividends”
with respect to any Person shall also include all payments made or required to be made by such Person with respect to any stock
appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing
purposes.


 


“Documentation
Agent” shall have the meaning provided in the first paragraph of this Agreement, and shall include any successor thereto.


 


“Dollars”
and the sign “$” shall each mean lawful money of the United States.


 


“Dollar
Equivalent” shall mean, with respect to the Euro denominated Commitments being utilized on a Borrowing Date, the amount
calculated by applying (x) in the event that the Borrower and/or the Parent have entered into Earmarked Foreign Exchange Arrangements
with respect to the installment payment to be partially or wholly financed by the Loans to be disbursed on such Borrowing Date,
the EUR/USD weighted average rate with respect to such Borrowing Date (i) as notified by the Borrower to the Facility Agent in
the Notice of Borrowing at least three Business Days prior to the relevant Borrowing Date, (ii) which EUR/USD weighted average
rate for any particular set of Earmarked Foreign Exchange Arrangements shall take account of all applicable foreign exchange spot,
forward and derivative arrangements, including collars, options and the like, entered into in respect of such Borrowing Date and
(iii) for which the Borrower has provided evidence to the Facility Agent to determine which foreign exchange arrangements (including
spot transactions) will be the Earmarked Foreign Exchange Arrangements that shall apply to such Borrowing Date and (y) in the
event that the Borrower and/or the Parent have not entered into Earmarked Foreign Exchange Arrangements with respect to the installment
payment to be partially or wholly funded by the Loans to be disbursed on such Borrowing Date, the Spot Rate applicable to such
Borrowing Date.


 


“Dormant
Subsidiary” means a Subsidiary that owns assets in an amount equal to no more than $5,000,000 or is dormant or otherwise
inactive.


 


“Earmarked
Foreign Exchange Arrangements” shall mean the Euro/Dollar foreign exchange arranged by the Borrower and/or the Parent
in connection with an installment payment to be partially or wholly financed by the Loans to be disbursed on the date on which
such installment payment is to be made.


 






    	 	-12-	 



     


    

 


“Earnings
and Insurance Collateral” shall mean all “Earnings Collateral” and “Insurance Collateral”, as
the case may be, as defined in the respective Assignment of Earnings and the Assignment of Insurances.


 


“Effective
Date” has the meaning specified in Section 14.09.


 


“Eligible
Transferee” shall mean and include a commercial bank, insurance company, financial institution, fund or other Person
which regularly purchases interests in loans or extensions of credit of the types made pursuant to this Agreement.


 


“Environmental
Approvals” shall have the meaning provided in Section 8.17(b).


 


“Environmental
Claims” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, directives,
claims, liens, notices of noncompliance or violation, relating in any way to any Environmental Law or any permit issued, or any
approval given, under any such Environmental Law (hereafter, “Claims”), including, without limitation, (a)
any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions
or damages pursuant to any applicable Environmental Law, and (b) any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief in connection with alleged injury or threat of injury to health,
safety or the environment due to the presence of Hazardous Materials.


 


“Environmental
Law” shall mean any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code, binding
and enforceable guideline, binding and enforceable written policy and rule of common law now or hereafter in effect and in each
case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent
decree or judgment, to the extent binding on the Parent or any of its Subsidiaries, relating to the environment, and/or Hazardous
Materials, including, without limitation, CERCLA; OPA; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et
seq.; the Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq.; the Occupational Safety and Health
Act, 29 U.S.C. § 651 et seq. (to the extent it regulates occupational exposure to Hazardous Materials); and any state
and local or foreign counterparts or equivalents, in each case as amended from time to time.


 


“Environmental
Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping, disposing or migration into the environment.


 


“Equity
Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any
debt security that is convertible into, or exchangeable for, Capital Stock).


 


“Euro”
and the sign “€” shall each mean single currency in the member states of the European Communities that
adopt or have adopted the Euro as its lawful currency under the legislation of the European Union for European Monetary Union.


 






    	 	-13-	 



     


    

 


“Eurodollar
Rate” shall mean with respect to each Interest Period for a Loan, the offered rate (rounded upward to the nearest 1/100
of 1%) for deposits of Dollars for a period equivalent to such period at or about 11:00 A.M. (Frankfurt time) on the second Business
Day before the first day of such period as is displayed on Reuters LIBOR 01 Page (or such other service as may be nominated by
ICE Benchmark Administration Limited (or any other person which takes on the administration of that rate) as the information vendor
for displaying the London Interbank Offered Rates of major banks in the London Interbank Market) (the “Screen Rate”),
provided that if on such date no such rate is so displayed, the Eurodollar Rate for such period shall be the arithmetic
average (rounded upward to the nearest 1/100 of 1%) of the rate quoted to the Facility Agent by the Reference Banks for deposits
of Dollars in an amount approximately equal to the amount in relation to which the Eurodollar Rate is to be determined for a period
equivalent to such applicable Interest Period by the prime banks in the London interbank Eurodollar market at or about 11:00 A.M.
(Frankfurt time) on the second Business Day before the first day of such period, in each case rounded upward to the nearest 1/100
of 1% and provided further that if the Eurodollar Rate is less than zero such rate shall be deemed to be zero for the purposes
of this Agreement.


 


“Event
of Default” shall have the meaning provided in Section 11.


 


“Event
of Loss” shall mean any of the following events: (x) the actual or constructive total loss of the Vessel or the agreed
or compromised total loss of the Vessel; or (y) the capture, condemnation, confiscation, requisition (but excluding any requisition
for hire by or on behalf of any government or governmental authority or agency or by any persons acting or purporting to act on
behalf of any such government or governmental authority or agency), purchase, seizure or forfeiture of, or any taking of title
to, the Vessel. An Event of Loss shall be deemed to have occurred: (i) in the event of an actual loss of the Vessel, at the time
and on the date of such loss or if such time and date are not known at noon Greenwich Mean Time on the date which the Vessel was
last heard from; (ii) in the event of damage which results in a constructive or compromised or arranged total loss of the Vessel,
at the time and on the date on which notice claiming the loss of the Vessel is given to the insurers; or (iii) in the case of
an event referred to in clause (y) above, at the time and on the date on which such event is expressed to take effect by the Person
making the same. Notwithstanding the foregoing, if the Vessel shall have been returned to the Borrower or any Subsidiary of the
Borrower following any event referred to in clause (y) above prior to the date upon which payment is required to be made under
Section 4.02(b) hereof, no Event of Loss shall be deemed to have occurred by reason of such event so long as the requirements
set forth in Section 9.10 have been satisfied.


 


“Excluded
Taxes” shall have the meaning provided in Section 4.04(a).


 


“Existing
Lender” shall have the meaning provided in Section 13.01.


 


“Facility
Agent” shall have the meaning provided in the first paragraph of this Agreement, and shall include any successor thereto.


 


“Facility
Office” means (a) in respect of a Lender, the office or offices notified by that Lender to the Facility Agent in writing
on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice)
as the office or offices through which it will perform its obligations under this Agreement; or (b) in respect of any other Lender
Creditor, the office in the jurisdiction in which it is resident for tax purposes.


 






    	 	-14-	 



     


    

 


“Fee
Letter” means any letter or letters entered into by reference to this Agreement between any or all of the Facility Agent,
the Joint Lead Arrangers and/or the Lenders and (in any case) the Borrower or the Parent (as applicable) setting out the amount
of certain fees referred to in, or payable in connection with, this Agreement.


 


“Final
Construction Price” shall mean the actual final construction price of the Vessel.


 


“First
Amendment Agreement” means the agreement dated May 31, 2012, and entered into between, amongst others, the parties to
this Agreement pursuant to which this Agreement was amended in connection with the subordination of certain Indebtedness of the
Parent.


 


“Flag
Jurisdiction Transfer” shall mean the transfer of the registration and flag of the Vessel from one Acceptable Flag Jurisdiction
to another Acceptable Flag Jurisdiction, provided that the following conditions are satisfied with respect to such transfer:


 


(i)      On
each Flag Jurisdiction Transfer Date, the Borrower shall have duly authorized, executed and delivered, and caused to be recorded
in the appropriate vessel registry a Vessel Mortgage that is reasonably satisfactory in form and substance to the Facility Agent
with respect to the Vessel and such Vessel Mortgage shall be effective to create in favor of the Collateral Agent and/or the Lenders
a legal, valid and enforceable first priority security interest, in and lien upon the Vessel, subject only to Permitted Liens.
All filings, deliveries of instruments and other actions necessary or desirable in the reasonable opinion of the Collateral Agent
to perfect and preserve such security interests shall have been duly effected and the Collateral Agent shall have received evidence
thereof in form and substance reasonably satisfactory to the Collateral Agent.


 


(ii)       On
each Flag Jurisdiction Transfer Date, to the extent that any Security Documents are released or discharged pursuant to Section
14.21(b), the Borrower shall have duly authorized, executed and delivered corresponding Security Documents in favor of the Collateral
Agent for the new Acceptable Flag Jurisdiction.


 


(iii)      On
each Flag Jurisdiction Transfer Date, the Facility Agent shall have received from counsel, an opinion addressed to the Facility
Agent and each of the Lenders and dated such Flag Jurisdiction Transfer Date, which shall (x) be in form and substance reasonably
acceptable to the Facility Agent and (y) cover the recordation of the security interests granted pursuant to the Vessel Mortgage
to be delivered on such date and such other matters incident thereto as the Facility Agent may reasonably request.


 


(iv)     On
each Flag Jurisdiction Transfer Date:


 


(A)       The
Facility Agent shall have received (x) certificates of ownership from appropriate authorities showing (or confirmation updating
previously reviewed certificates and indicating) the registered ownership of the Vessel transferred on such date by the Borrower
and (y) the results of maritime registry searches with respect to the Vessel transferred on such date, indicating no recorded
liens other than Liens in favor of the Collateral Agent and/or the Lenders and Permitted Liens.


 






    	 	-15-	 



     


    

 


(B)       The
Facility Agent shall have received a report, in form and scope reasonably satisfactory to the Facility Agent, from a firm of independent
marine insurance brokers reasonably acceptable to the Facility Agent with respect to the insurance maintained by the Credit Party
in respect of the Vessel transferred on such date, together with a certificate from another broker certifying that such insurances
(i) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such
form, as are customarily insured against by similarly situated insureds for the protection of the Facility Agent and/or the Lenders
as mortgagee and (ii) conform with the Required Insurance applicable to the Vessel.


 


(v)       On
or prior to each Flag Jurisdiction Transfer Date, the Facility Agent shall have received a certificate, dated the Flag Jurisdiction
Transfer Date, signed by any one of the chairman of the board, the president, any vice president, the treasurer or an authorized
manager, member, general partner, officer or attorney-in-fact of the Borrower, certifying that (A) all necessary governmental
(domestic and foreign) and third party approvals and/or consents in connection with the Flag Jurisdiction Transfer being consummated
on such date and otherwise referred to herein shall have been obtained and remain in effect or that no such approvals and/or consents
are required, (B) there exists no judgment, order, injunction or other restraint prohibiting or imposing materially adverse conditions
upon such Flag Jurisdiction Transfer or the other related transactions contemplated by this Agreement and (C) copies of resolutions
approving the Flag Jurisdiction Transfer of the Borrower and any other related matters the Facility Agent may reasonably request.


 


(vi)      On
each Flag Jurisdiction Transfer Date, the Collateral and Guaranty Requirements for the Transferred Collateral Vessel shall have
been satisfied or waived by the Facility Agent for a specific period of time.


 


“Flag
Jurisdiction Transfer Date” shall mean the date on which a Flag Jurisdiction Transfer occurs.


 


“Free
Liquidity” shall mean, at any date of determination, the aggregate of the Cash Balance and any Commitments under this
Agreement or any other amounts available for drawing under other revolving or other credit facilities of the NCLC Group, which
remain undrawn, could be drawn for general working capital purposes or other general corporate purposes and would not, if drawn,
be repayable within six months.


 


“GAAP”
shall have the meaning provided in Section 14.06(a).


 


“Grace
Period” shall have the meaning provided in Section 11.05(c).


 


“Guarantor”
shall mean Parent.


 






    	 	-16-	 



     


    

 


“Hazardous
Materials” shall mean: (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that
is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing
levels of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in
the definition of “hazardous substances,” “hazardous waste,” “hazardous materials,” “extremely
hazardous substances,” “restricted hazardous waste,” “toxic substances,” “toxic pollutants,”
 “contaminants,” or “pollutants,” or words of similar import, under any applicable Environmental Law; and
(c) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental
authority under Environmental Laws.


 


“Hermes”
shall mean Euler Hermes Aktiengesellschaft, Gasstraβe 27, 22761 Hamburg acting in its capacity as representative of the Federal
Republic of Germany in connection with the issuance of export credit guarantees.


 


“Hermes
Agent” shall have the meaning provided in the first paragraph of this Agreement, and shall include any successor thereto,
acting as attorney-in-fact for the Lenders with respect to the Hermes Cover to the extent described in this Agreement.


 


“Hermes
Cover” shall mean the export credit guarantee (Exportkreditgarantie) on the terms of Hermes’ Declaration
of Guarantee (Gewährleistungs-Erklärung) for [*]% of the principal amount of the Loans and any interests and
secondary financing costs of the Federal Republic of Germany acting through Euler Hermes Aktiengesellschaft for the period of
the Loans on the terms and conditions applied for by the Lenders, and shall include any successor thereto (it being understood
that the Hermes Cover shall be issued on the basis of Hermes’ applicable Hermes guidelines (Richtlinien) and general
terms and conditions (Allgemeine Bedingungen)).


 


“Hermes
Insurance Premium” shall mean the amount payable in Euro by the Borrower to Hermes through the Hermes Agent in respect
of the Hermes Cover, which shall not exceed €[*].


 


“Hermes
Issuing Fees” shall mean the €[*] payable in Euro by the Borrower to Hermes through the Hermes Agent by way of
handling fees in respect of the Hermes Cover.


 


“Hermes
Premium” shall mean the aggregate of the Hermes Issuing Fees and the Hermes Insurance Premium.


 


“Impaired
Agent” shall mean an Agent at any time when:


 


		(i)	it
                                         has failed to make (or has notified a party to this Agreement that it will not make)
                                         a payment required to be made by it under the Credit Documents by the due date for payment;



 


		(ii)	such
                                         Agent otherwise rescinds or repudiates a Credit Document;



 


		(iii)	(if
                                         such Agent is also a Lender) it is a Defaulting Lender; or



 


		(iv)	an
                                         Insolvency Event has occurred and is continuing with respect to such Agent



 






    	 	-17-	 



     


    

 


unless,
in the case of paragraph (i) above: (a) its failure to pay is caused by administrative or technical error or a Disruption Event,
and payment is made within five Business Days of its due date; or (b) such Agent is disputing in good faith whether it is contractually
obliged to make the payment in question.


 


“Indebtedness”
shall mean any obligation for the payment or repayment of money, whether as principal or as surety and whether present or future,
actual or contingent including, without limitation, pursuant to an Interest Rate Protection Agreement or Other Hedging Agreement.


 


“Indebtedness
for Borrowed Money” shall mean Indebtedness (whether present or future, actual or contingent, long-term or short-term,
secured or unsecured) in respect of:


 


		(i)	moneys
                                         borrowed or raised;



 


		(ii)	the
                                         advance or extension of credit (including interest and other charges on or in respect
                                         of any of the foregoing);



 


		(iii)	the
                                         amount of any liability in respect of leases which, in accordance with GAAP, are capital
                                         leases;



 


		(iv)	the
                                         amount of any liability in respect of the purchase price for assets or services payment
                                         of which is deferred for a period in excess of 180 days;



 


		(v)	all
                                         reimbursement obligations whether contingent or not in respect of amounts paid under
                                         a letter of credit or similar instrument; and



 


		(vi)	(without
                                         double counting) any guarantee of Indebtedness falling within paragraphs (i) to (v) above;



 


provided
that the following shall not constitute Indebtedness for Borrowed Money:


 


		(a)	loans
                                         and advances made by other members of the NCLC Group which are subordinated to the rights
                                         of the Lenders;



 


		(b)	loans
                                         and advances made by any shareholder of the Parent which are subordinated to the rights
                                         of the Lenders on terms reasonably satisfactory to the Facility Agent; and



 


		(c)	any
                                         liabilities of the Parent or any other member of the NCLC Group under any Interest Rate
                                         Protection Agreement or any Other Hedging Agreement or other derivative transactions
                                         of a non-speculative nature.



 


“Information”
shall have the meaning provided in Section 8.10(a).


 


“Initial
Borrowing Date” shall mean the date occurring on or after the Effective Date on which the initial Borrowing of Loans
(other than Deferred Loans) hereunder occurs, which date shall coincide with the date of payment of the first installment of the
Initial Construction Price for the Vessel under the Construction Contract.


 






    	 	-18-	 



     


    

 


“Initial
Construction Price” shall mean an amount of up to €615,000,000 for the construction of the Vessel pursuant to the
Construction Contract, payable by the Borrower to the Yard through the four installments of the Initial Contract Price referred
to in Article 8, Clauses 2.1(i) through and including (iv) of the Construction Contract (each, a “Pre-delivery
Installment”) and the installment of the Initial Contract Price referred to in Article 8, Clause 2.1(v) of
the Construction Contract.


 


“Insolvency
Event” in relation to any of the parties to this Agreement shall mean that such party:


 


		(i)	is
                                         dissolved (other than pursuant to a consolidation, amalgamation or merger);



 


		(ii)	becomes
                                         insolvent or is unable to pay its debts or fails or admits in writing its inability generally
                                         to pay its debts as they become due;



 


		(iii)	makes
                                         a general assignment, arrangement or composition with or for the benefit of its creditors;



 


		(iv)	institutes
                                         or has instituted against it, by a regulator, supervisor or any similar official with
                                         primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction
                                         of its incorporation or organization or the jurisdiction of its head or home office,
                                         a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under
                                         any bankruptcy or insolvency law or other similar law affecting creditors’ rights,
                                         or a petition is presented for its winding-up or liquidation by it or such regulator,
                                         supervisor or similar official;



 


		(v)	has
                                         instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or
                                         any other relief under any bankruptcy or insolvency law or other similar law affecting
                                         creditors' rights, or a petition is presented for its winding-up or liquidation, and,
                                         in the case of any such proceeding or petition instituted or presented against it, such
                                         proceeding or petition is instituted or presented by a person or entity not described
                                         in paragraph (iv) above and (a) results in a judgment of insolvency or bankruptcy or
                                         the entry of an order for relief or the making of an order for its winding-up or liquidation;
                                         or (b) is not dismissed, discharged, stayed or restrained in each case within 30 days
                                         of the institution or presentation thereof;



 


		(vi)	has
                                         exercised in respect of it one or more of the stabilization powers pursuant to Part 1
                                         of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding
                                         pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant
                                         to Part 3 of the Banking Act 2009;



 






    	 	-19-	 



     


    

 


		(vii)	has
                                         a resolution passed for its winding-up, official management or liquidation (other than
                                         pursuant to a consolidation, amalgamation or merger);



 


		(viii)	seeks
                                         or becomes subject to the appointment of an administrator, provisional liquidator, conservator,
                                         receiver, trustee, custodian or other similar official for it or for all or substantially
                                         all its assets;



 


		(ix)	has
                                         a secured party take possession of all or substantially all its assets or has a distress,
                                         execution, attachment, sequestration or other legal process levied, enforced or sued
                                         on or against all or substantially all its assets and such secured party maintains possession,
                                         or any such process is not dismissed, discharged, stayed or restrained, in each case
                                         within 30 days thereafter;



 


		(x)	causes
                                         or is subject to any event with respect to it which, under the applicable laws of any
                                         jurisdiction, has an analogous effect to any of the events specified in paragraphs (i)
                                         to (ix) above; or



 


		(xi)	takes
                                         any action in furtherance of, or indicating its consent to, approval of, or acquiescence
                                         in, any of the foregoing acts.



 


“Interaction
Agreement” shall mean the interaction agreement executed by, inter alia (i) each Lender that elects to become
a Refinanced Bank, (ii) KfW as CIRR mandatary, and (iii) the CIRR Agent substantially in the form of Exhibit C.


 


“Intercreditor
Agreement” shall mean the Intercreditor Deed executed by, inter alia, (i) each Lender, each other Secured Creditor,
the Collateral Agent, the Documentation Agent and the Hermes Agent, (ii) each lender, each other secured creditor, the collateral
agent, the documentation agent, the Hermes agent, and the borrower under the Jade Credit Facility, (iii) each lender, each other
secured creditor, the collateral agent, the documentation agent and the Hermes agent under the Jewel Credit Facility and (iv)
each additional Authorized Representative (as defined therein) from time to time party thereto, and acknowledged by the Borrower
and the Guarantor substantially in the form of Exhibit N.


 


“Interest
Determination Date” shall mean, with respect to any Loan, the second Business Day prior to the commencement of any Interest
Period relating to such Loan.


 


“Interest
Period” shall have the meaning provided in Section 2.07.


 


“Interest
Rate Protection Agreement” shall mean any interest rate swap agreement, interest rate cap agreement, interest collar
agreement, interest rate hedging agreement, interest rate floor agreement or other similar agreement or arrangement entered into
between a Lender or its Affiliate, or a Joint Lead Arranger or its Affiliate, and the Parent and/or the Borrower in relation to
the Credit Document Obligations of the Borrower under this Agreement.


 


“Investments”
shall have the meaning provided in Section 10.04.


 






    	 	-20-	 



     


    

 


“Jade
Credit Facility” shall mean the delayed-draw term loan facility (in a maximum amount not to exceed the sum of the commitments
thereunder and under the Jewel Credit Facility on the Effective Date), dated as of the date hereof, among Pride of Hawaii, LLC,
as borrower, the Parent, the lenders from time to time party thereto, the Facility Agent, the Collateral Agent, the Documentation
Agent and the Hermes Agent, which shall (i) be secured by the Norwegian Jade vessel and (ii) indirectly finance, in part,
the construction and acquisition costs of the Vessel.


 


“Jewel
Credit Facility” shall mean the delayed-draw term loan facility (in a maximum amount not to exceed the sum of the commitments
thereunder and under the Jade Credit Facility on the Effective Date), dated as of the date hereof, among Norwegian Jewel Limited,
as borrower, the Parent, the lenders from time to time party thereto, the Facility Agent, the Collateral Agent, the Documentation
Agent and the Hermes Agent, which shall (i) be secured by the Norwegian Jewel vessel and (ii) indirectly finance, in part,
the construction and acquisition costs of the Vessel.


 


“Joint
Lead Arrangers” shall have the meaning provided in the first paragraph of this Agreement, and shall include any successor
thereto.


 


“KfW”
shall mean KfW in its capacity as refinancing bank with respect to the KfW Refinancing.


 


“KfW
Refinancing” shall mean the refinancing of the respective loans of the Refinanced Banks hereunder with KfW pursuant
to the CIRR General Terms and Conditions, as modified by the parties to the KfW Refinancing pursuant to, inter alia, the
Interaction Agreement.


 


“Lender”
shall mean each financial institution listed on Schedule 1.01(a), as well as any Person which becomes a “Lender”
hereunder pursuant to Section 13.


 


“Lender
Creditors” shall mean the Lenders holding from time to time outstanding Loans and/or Commitments and the Agents, each
in their respective capacities.


 


“Lender
Default” shall mean, as to any Lender, (i) the wrongful refusal (which has not been retracted) of such Lender or the
failure of such Lender to make available its portion of any Borrowing, unless such failure to pay is caused by administrative
or technical error or a Disruption Event and payment is made within three Business Days of its due date; (ii) such Lender having
been deemed insolvent or having become the subject of a takeover by a regulatory authority or with respect to which an Insolvency
Event has occurred and is continuing; (iii) such Lender having notified the Facility Agent and/or any Credit Party (x) that it
does not intend to comply with its obligations under Section 2.01 in circumstances where such non-compliance would constitute
a breach of such Lender’s obligations under such Section or (y) of the events described in preceding clause (ii); or (iv)
such Lender not being in compliance with its refinancing obligations owed to KfW under its respective Refinancing Agreement or
the Interaction Agreement.


 


“Lien”
shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or
other title retention agreement, any financing or similar statement or notice filed under the UCC or any other similar recording
or notice statute, and any lease having substantially the same effect as any of the foregoing); provided that in no event
shall an operating lease be deemed to constitute a Lien.


 






    	 	-21-	 



     


    

 


“Loan”
and “Loans” shall have the meaning provided in Section 2.01 and shall include Deferred Loans made in accordance
with Section 2.02(c).


 


“Management
Agreements” shall mean any agreements entered into by the Borrower with the Manager or such other commercial manager
and/or a technical manager with respect to the management of the Vessel, in each case which agreements and manager shall be reasonably
acceptable to the Facility Agent (it being understood that NCL (Bahamas) Ltd. is acceptable and the form of management agreement
attached as Annex A to Exhibit O is acceptable).


 


“Manager”
shall mean the company providing commercial and technical management and crewing services for the Vessel pursuant to the Management
Agreements, which is contemplated to be, as of the Delivery Date, NCL (Bahamas) Ltd., a company organized and existing under the
laws of Bermuda.


 


“Manager’s
Undertakings” shall mean the undertakings, provided by the Manager respecting the Vessel, including, inter alia,
a statement satisfactory to the Facility Agent that any lien in favor of the Manager respecting the Vessel is subject and subordinate
to the Vessel Mortgage in substantially the form attached to the Assignment of Management Agreements or otherwise reasonably satisfactory
to the Facility Agent.


 


“Mandatory
Costs” means the percentage rate per annum calculated in accordance with Schedule 1.01(b).


 


“Market
Disruption Event” shall mean:


 


		(i)	at
                                         or about noon on the Interest Determination Date for the relevant Interest Period the
                                         Screen Rate is not available and none or only one of the Lenders supplies a rate to the
                                         Facility Agent to determine the Eurodollar Rate for the relevant Interest Period; or



 


		(ii)	before
                                         5:00 P.M. Frankfurt time on the Interest Determination Date for the relevant Interest
                                         Period, the Facility Agent receives notifications from Lenders the sum of whose Commitments
                                         and/or outstanding Loans at such time equal at least 50% of the sum of the Total Commitments
                                         and/or aggregate outstanding Loans of the Lenders at such time that (x) the cost to such
                                         Lenders of obtaining matching deposits in the London interbank Eurodollar market for
                                         the relevant Interest Period would be in excess of the Eurodollar Rate for such Interest
                                         Period or (y) such Lenders are unable to obtain funding in the London interbank Eurodollar
                                         market.



 






    	 	-22-	 



     


    

 


“Material
Adverse Effect” shall mean the occurrence of anything since June 30, 2010 which has had or would reasonably be expected
to have a material adverse effect on (x) the property, assets, business, operations, liabilities, or condition (financial or otherwise)
of the Parent and its subsidiaries taken as a whole, (y) the consummation of the transactions hereunder, the acquisition of the
Vessel and the Construction Contract, or (z) the rights or remedies of the Lenders, or the ability of the Parent and its relevant
Subsidiaries to perform their obligations owed to the Lenders and the Agents under this Agreement.


 


“Materials
of Environmental Concern” shall have the meaning provided in Section 8.17(a).


 


“Maturity
Date” shall mean:


 


(i)        for
a Loan other than a Deferred Loan, the twelfth anniversary of the Borrowing Date in relation to the Delivery Date; and


 


(ii)       for
a Deferred Loan, the date falling three years and 6 months after the first Repayment Date of that Deferred Loan.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc. and its successors.


 


“NCLC
Fleet” shall mean the vessels owned by the companies in the NCLC Group.


 


“NCLC
Group” shall mean the Parent and its Subsidiaries.


 


“New
Lender” shall mean a Person who has been assigned the rights or transferred the rights and obligations of an Existing
Lender, as the case may be, pursuant to the provisions of Section 13.


 


“Non-Defaulting
Lender” shall mean and include each Lender other than a Defaulting Lender.


 


“Notice
of Borrowing” shall have the meaning provided in Section 2.03.


 


“Notice
Office” shall mean (x) in the case of the Facility Agent, the office of the Facility Agent located at Palmengartenstrasse
5-9, 60325 Frankfurt am Main, Germany, Attention: [*], fax: +[*], email: [*] or such other office as the Facility Agent may hereafter
designate in writing as such to the other parties hereto and (y) in the case of the Hermes Agent, the office of the Hermes Agent
located at Kaiserplatz / Kaiserstr. 16, D-60311 Frankfurt am Main, Germany, Attention: Corporate Banking, Structured Export &
Trade Finance, [*], fax: +[*], email [*] (with an additional copy to [*]) or such other office as the Hermes Agent may hereafter
designate in writing as such to the other parties hereto.


 


“OPA”
shall mean the Oil Pollution Act of 1990, as amended, 33 U.S.C. § 2701 et seq.


 


“Other
Creditors” shall mean any Lender or any Affiliate thereof and their successors, transferees and assigns if any (even
if such Lender subsequently ceases to be a Lender under this Agreement for any reason), together with such Lender’s or Affiliate’s
successors, transferees and assigns, with which the Parent and/or the Borrower enters into any Interest Rate Protection Agreements
or Other Hedging Agreements from time to time.


 






    	 	-23-	 



     


    

 


“Other
Export Credit Documents” shall mean the “Credit Documents” as defined in the Other Export Credit Facility.


 


“Other
Export Credit Facility” shall mean the delayed-draw term loan facility, dated as of the date hereof, among Breakaway
Two, Ltd., as borrower, the Parent, the lenders from time to time party thereto, the Facility Agent, the Collateral Agent, the
Documentation Agent and the Hermes Agent, which shall finance, in part, the construction and acquisition costs of the post-panamax
luxury passenger cruise vessel with the provisional hull number S.692 to be constructed by the Yard.


 


“Other
Hedging Agreement” shall mean any foreign exchange contracts, currency swap agreements, commodity agreements or other
similar agreements or arrangements entered into between a Lender or its Affiliate, or a Joint Lead Arranger or its Affiliates,
and the Parent and/or the Borrower in relation to the Credit Document Obligations of the Borrower under this Agreement and designed
to protect against the fluctuations in currency or commodity values.


 


“Other
Obligations” shall mean the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise)
of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement
of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Credit
Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in
any such proceeding) owing by any Credit Party to the Other Creditors under, or with respect to, any Interest Rate Protection
Agreement or Other Hedging Agreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence
or hereafter arising, and the due performance and compliance by such Credit Party with all of the terms, conditions and agreements
contained therein.


 


“Parent”
shall have the meaning provided in the first paragraph of this Agreement.


 


“Parent
Guaranty” shall mean the guaranty of the Parent pursuant to Section 15.


 


“PATRIOT
Act” shall have the meaning provided in Section 14.09.


 


“Payment
Date” shall mean the last Business Day of each December, March, June and September, commencing with December, 2010.


 


“Payment
Office” shall mean the office of the Facility Agent located at Palmengartenstrasse 5-9, 60325 Frankfurt am Main, Germany,
or such other office as the Facility Agent may hereafter designate in writing as such to the other parties hereto.


 


“Permitted
Change Orders” shall mean change orders and similar arrangements under the Construction Contract which increase the
Initial Construction Price to the extent that the aggregate amount of such increases does not exceed [*]% of the Initial Construction
Price (it being understood that the actual amount of change orders and similar arrangements may exceed [*]% of the Initial Construction
Price).


 






    	 	-24-	 



     


    

 


“Permitted
Chartering Arrangements” shall mean:


 


		(i)	any
                                         charter or other form of deployment (other than a demise or bareboat charter) of the
                                         Vessel made between members of the NCLC Group;



 


		(ii)	any
                                         demise or bareboat charter of the Vessel made between members of the NCLC Group provided
                                         that (a) each of the Borrower and the charterer assigns the benefit of any such charter
                                         or sub-charter to the Collateral Agent, (b) each of the Borrower and the charterer assigns
                                         its interest in the insurances and earnings in respect of the Vessel to the Collateral
                                         Agent, and (c) the charterer agrees to subordinate its interests in the Vessel to the
                                         interests of the Collateral Agent as mortgagee of the Vessel, all on terms and conditions
                                         reasonably acceptable to the Collateral Agent;



 


		(iii)	any
                                         charter or other form of deployment of the Vessel to a charterer that is not a member
                                         of the NCLC Group provided that no such charter or deployment shall be made (a) on a
                                         demise or bareboat basis, or (b) for a period which, with the exercise of any options
                                         for extension, could be for longer than 13 months, or (c) other than at or about market
                                         rate at the time when the charter or deployment is fixed; and



 


		(iv)	any
                                         charter or other form of deployment in respect of the Vessel entered into after the Effective
                                         Date and which is permissible under the provisions of any financing documents relating
                                         to the Vessel.



 


“Permitted
Liens” shall have the meaning provided in Section 10.01.


 


“Person”
shall mean any individual, partnership, joint venture, firm, corporation, association, trust or other enterprise or any government
or political subdivision, department or instrumentality thereof.


 


“Pledgor”
shall mean NCL Corporation Ltd. or any direct or indirect Subsidiary of the Parent which directly owns any of the Capital Stock
of the Borrower.


 


“Pre-delivery
Installment” shall have the meaning provided in the definition of “Initial Construction Price”.


 


“Principles”
means the document titled "Cruise Debt Holiday Principles" and dated 26 March 2020 in the form set out in Schedule 1.01(c)
to this Agreement (as may be amended from time to time), and which sets out certain key principles and parameters relating to,
amongst other things, the temporary suspension of repayments of principal in connection with certain qualifying Loan Agreements
(as defined therein) and being applicable to Hermes-covered loan agreements such as this Agreement.


 


“Principles
Information Package” means the general test scheme/information package in connection with the "Debt Holiday"
application in the form set out in Schedule 1.01(c) to this Agreement submitted or to be submitted (as the case may be) by the
Borrower (or the Parent on its behalf) in order to obtain the benefit of the measures provided for in the Principles for the purpose
of this Agreement and certain of its obligations under this Agreement (including, without limitation, the presentation made to
Lenders in connection with the "Debt Holiday" application and related liquidity model).


 






    	 	-25-	 



     


    

 


“Pro
Rata Share” shall have the definition provided in Section 4.05.


 


“Projections”
shall mean any projections and any forward-looking statements (including statements with respect to booked business) of the NCLC
Group furnished to the Lenders or the Facility Agent by or on behalf of any member of the NCLC Group prior to the Effective Date.


 


“Reference
Banks” shall mean each Joint Lead Arranger.


 


“Refinancing
Agreement” shall mean each refinancing agreement in respect of the KfW Refinancing.


 


“Refinanced
Bank” shall mean each Lender participating in the KfW Refinancing.


 


“Refund
Guarantee” shall mean a refund guarantee arranged by the Yard in respect of a Pre-delivery Installment and provided
by one or more financial institutions contemplated by the Construction Contract, or by other financial institutions reasonably
satisfactory to the Joint Lead Arrangers, as credit support for the Yard’s obligations thereunder.


 


“Register”
shall have the meaning provided in Section 14.15.


 


“Relevant
Obligations” shall have the meaning provided in Section 13.07(c)(ii).


 


“Repayment
Date” shall mean each semi-annual date on which a Scheduled Repayment is required to be made pursuant to Section 4.02(a).


 


“Replaced
Lender” shall have the meaning provided in Section 2.11.


 


“Replacement
Lender” shall have the meaning provided in Section 2.11.


 


“Representative”
shall have the meaning provided in Section 4.05(d).


 


“Required
Insurance” shall have the meaning provided in Section 9.03.


 


“Required
Lenders” shall mean, at any time, Non-Defaulting Lenders, the sum of whose outstanding Commitments and/or principal
amount of Loans at such time represent an amount greater than 662⁄3% of the sum of the Total Commitment (less the aggregate
Commitments of all Defaulting Lenders at such time) and the aggregate principal amount of outstanding Loans (less the amount of
outstanding Loans of all Defaulting Lenders at such time).


 


“S&P”
shall mean Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., and its successors.


 


“Scheduled
Repayment” shall have the meaning provided in Section 4.02(a).


 






    	 	-26-	 



     


    

 


“Screen
Rate” shall have the meaning specified in the definition of Eurodollar Rate.


 


“Second
Amendment Agreement” means the agreement dated April 24, 2020, and entered into between, amongst others, the parties
to this Agreement amending and restating this Agreement in connection with the introduction of the Principles.


 


“Secured
Creditors” shall mean the “Secured Creditors” as defined in the Security Documents.


 


“Secured
Obligations” shall mean (i) the Credit Document Obligations, (ii) the Other Obligations, (iii) any and all sums advanced
by any Agent in order to preserve the Collateral or preserve the Collateral Agent’s security interest in the Collateral
on behalf of the Lenders, (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations
or liabilities of the Credit Parties referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred
and be continuing, the expenses in connection with retaking, holding, preparing for sale or lease, selling or otherwise disposing
of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder on behalf of the Lenders,
together with reasonable attorneys’ fees and court costs, and (v) all amounts paid by any Secured Creditor as to which such
Secured Creditor has the right to reimbursement under the Security Documents.


 


“Security
Documents” shall mean, as applicable, the Assignment of Contracts, the Assignment of Earnings, the Assignment of Charters,
the Assignment of Insurances, the Assignment of Management Agreements, the Assignment of KfW Refund Guarantees, the Share Charge,
the Vessel Mortgage, the Deed of Covenants, and, after the execution thereof, each additional security document executed pursuant
to Section 9.10 and/or Section 12.01(b).


 


“Security
Trust Deed” shall mean the Security Trust Deed executed by, inter alia, the Borrower, the Guarantor, the
Collateral Agent, the Facility Agent, the Original Secured Creditors (as defined therein) and the Delegate Collateral Agent, and
shall be substantially in the form of Exhibit P or otherwise reasonably acceptable to the Facility Agent.


 


“Share
Charge” shall have the meaning provided in Section 5.06.


 


“Share
Charge Collateral” shall mean all “Collateral” as defined in the Share Charge.


 


“Side
Letter” means the side letter dated April 25, 2019 between the Borrower, the Parent and the Facility Agent, Collateral
Agent and CIRR Agent relating to, amongst other things, a reduction in the Applicable Margin.


 


“Sky
Vessel” shall mean [*] presently owned by and registered in the name of Norwegian Sky, Ltd. of Bermuda (an Affiliate
of the Parent) under the laws and flag of the Commonwealth of the Bahamas, which was purchased by Norwegian Sky, Ltd. on the terms
set forth in the fully executed memorandum of agreement related to the sale of such vessel, dated on or around May 30, 2012 (as
amended from time to time with the consent of the Lenders as required pursuant to Section 10.11).


 






    	 	-27-	 



     


    

 


“Sky
Vessel Indebtedness” shall mean the financing arrangements secured by, among other things, the Sky Vessel, pursuant
to the Fourth Amended and Restated Credit Agreement dated 2 January 2019 (as may be further supplemented, amended, restated or
otherwise modified from time to time) between, among others, the Parent as company, Voyager Vessel Company, LLC as co-borrower,
the lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as administrative agent, collateral agent.


 


“Specified
Requirements” shall mean the requirements set forth in clauses (i)(A) and (i)(B) (excluding, for the avoidance of doubt,
clauses (i)(a) or (i)(b)), (iii), (v)(c) and (v)(f) of the definition of “Collateral and Guaranty Requirements.”


 


“Spot
Rate” shall mean the spot exchange rate quoted by the Facility Agent equal to the weighted average of the rates
on the actual transactions of the Facility Agent on the date two Business Days prior to the date of determination thereof (acting
reasonably), which spot exchange rate shall be final and conclusive absent manifest error.


 


“Subsidiary”
shall mean, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock
of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency)
is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability
company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more
than a 50% Equity Interest at the time.


 


“Supervision
Agreements” shall mean any agreements (if any) entered or to be entered into between the Parent, as applicable, the
Borrower and a Supervisor providing for the construction supervision of the Vessel, the terms and conditions of which shall be
in form and substance reasonably satisfactory to the Facility Agent.


 


“Supervisor”
shall have the meaning provided in the Construction Contract.


 


“Tax
Benefit” shall have the meaning provided in Section 4.04(c).


 


“Taxes”
and “Taxation” shall have the meaning provided in Section 4.04(a).


 


“Term
Loan Credit Documents” shall mean the “Credit Documents” as defined in Term Loan Facilities.


 


“Term
Loan Facilities” shall mean collectively, the Jewel Credit Facility and the Jade Credit Facility.


 


“Test
Period” shall mean each period of four consecutive fiscal quarters then last ended, in each case taken as one accounting
period.


 


“Total
Capitalization” shall mean, at any date of determination, the Total Net Funded Debt plus the consolidated stockholders’
equity of the NCLC Group at such date determined in accordance with GAAP and derived from the then latest unaudited and consolidated
financial statements of the NCLC Group delivered to the Facility Agent in the case of the first three quarters of each fiscal
year and the then latest audited consolidated financial statements of the NCLC Group delivered to the Facility Agent in the case
of each fiscal year; provided it is understood that the effect of any impairment of intangible assets shall be added back
to stockholders’ equity.


 






    	 	-28-	 



     


    

 


“Total
Commitment” shall mean, at any time, the sum of the Commitments of the Lenders at such time. On the Effective Date,
the Total Commitments equal €529,846,154.


 


“Total
Net Funded Debt” shall mean, as at any relevant date:


 


		(i)	Indebtedness
                                         for Borrowed Money of the NCLC Group on a consolidated basis; and



 


		(ii)	the
                                         amount of any Indebtedness for Borrowed Money of any person which is not a member of
                                         the NCLC Group but which is guaranteed by a member of the NCLC Group as at such date;



 


less
an amount equal to any Cash Balance as at such date; provided that any Commitments and other amounts available for
drawing under other revolving or other credit facilities of the NCLC Group which remain undrawn shall not be counted as cash or
indebtedness for the purposes of this Agreement.


 


“Transaction”
shall mean collectively (i) the execution, delivery and performance by each Credit Party of the Credit Documents to which it is
a party, the incurrence of Loans on each Borrowing Date and the use of proceeds thereof, (ii) the execution, delivery and performance
by the relevant credit parties party to the Other Export Credit Documents to which they are a party, the incurrence of the loans
thereunder and the use of proceeds thereof, (iii) the execution, delivery and performance by the relevant credit parties party
to the Term Loan Credit Documents to which they are a party, the incurrence of the loans thereunder and the use of proceeds thereof
and (iv) the payment of all fees and expenses in connection with the foregoing.


 


“Transfer
Certificate” means a certificate substantially in the form set out in Exhibit E or any other form agreed between the
Facility Agent and the Parent.


 


“UCC”
shall mean the Uniform Commercial Code as from time to time in effect in the relevant jurisdiction.


 


“United
States” and “U.S.” shall each mean the United States of America.


 


“Vessel”
shall mean the post-panamax luxury passenger cruise vessel with approximately 143,500 gt and hull number [*] constructed
by the Yard (and named “Norwegian Breakaway” at the time of its delivery from the Yard).


 


“Vessel
Mortgage” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements”.


 


“Vessel
Value” shall have the meaning set forth in Section 10.08.


 






    	 	-29-	 



     


    

 


“Yard”
shall mean Meyer Werft GmbH, Papenburg/Germany, the shipbuilder constructing the Vessel pursuant to the Construction Contract.


 


SECTION
2. Amount and Terms of Credit Facility.


 


2.01
The Commitments. Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make on
and after the Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term
loans to the Borrower (each, a “Loan” and, collectively, the “Loans”), which Loans (i) shall
bear interest in accordance with Section 2.06, (ii) shall be denominated and repayable in Dollars, (iii) shall be disbursed on
any Borrowing Date, (iv) shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available
amount for such Borrowing Date as set forth in Section 2.02 and (v) disbursed on any Borrowing Date shall not exceed for
any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date.


 


2.02
Amount and Timing of Each Borrowing; Currency of Disbursements. (a) The Total Commitments will be available in the amounts
and on the dates set forth below:


 


(i)       a
portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the
Initial Borrowing Date;


 


(ii)      a
portion of the Total Commitments equaling [*]% of the Hermes Premium (but, in no event shall more than €[*] of the proceeds
of Loans be used to pay the Hermes Premium) will be available on one or more dates on or after the Initial Borrowing Date (it
being understood and agreed that the Lenders shall be authorized to disburse directly to Hermes the proceeds of Loans in an amount
equal to the Hermes Premium that is then due and owing, without any action on the part of the Borrower (including, without limitation,
without delivery by the Borrower of a Notice of Borrowing to the Facility Agent in respect thereof), so long as the Facility Agent
provides the Borrower with notice thereof);


 


(iii)     a
portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the
date of payment of the second installment of the Initial Construction Price (which date is anticipated to be 24 months prior to
the Delivery Date (as per the Construction Contract));


 


(iv)     a
portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the
date of payment of the third installment of the Initial Construction Price for the Vessel (which date is anticipated to be 18
months prior to the Delivery Date (as per the Construction Contract));


 


(v)      a
portion of the Total Commitments not exceeding [*]% of the Initial Construction Price for the Vessel will be available on the
date of payment of the fourth installment of the Initial Construction Price for the Vessel (which date is anticipated to be 12
months prior to the Delivery Date (as per the Construction Contract); and


 


(vi)     a
portion of the Total Commitments (inclusive of any Deferred Loans) not exceeding the sum of (a) [*]% of the Initial Construction
Price for the Vessel (plus, if applicable, any amounts that were available pursuant to clauses (i) and (iii)-(v) above
but not borrowed, subject to an overall cap of [*]% of the Initial Construction Price for the Vessel) and (b) [*]% of the aggregate
amount of the Permitted Change Orders will be available on the Delivery Date.


 






    	 	-30-	 



     


    

 


(b)       The
Loans (other than a Deferred Loan) made on each Borrowing Date shall be disbursed by the Facility Agent to the Borrower and/or
its designee(s), as set forth in Section 2.04, in Dollars and shall be in an amount equal to the Dollar Equivalent of the
amount of the Total Commitment utilized to make such Loans on such Borrowing Date pursuant to this Section 2.02, provided
that in the event that the Borrower has not (i) notified the Facility Agent in the Notice of Borrowing that it has entered into
Earmarked Foreign Exchange Arrangements with respect to the amount required to be paid to Hermes or to the Yard on such Borrowing
Date and (ii) provided reasonably sufficient evidence to the Facility Agent of such Earmarked Foreign Exchange Arrangements in
the Notice of Borrowing, the Facility Agent on such Borrowing Date shall convert the Dollar amount of the Loans to be made by
each Lender into Euro at the Spot Rate applicable for such Borrowing Date (it being understood that the same Spot Rate shall be
used for such conversion as is used to calculate the Dollar Equivalent referred to in this Section 2.02(b)), and shall inform
each Lender thereof, and such Euro amount shall thereafter be disbursed to the Borrower and/or its designee(s) as set forth in
Section 2.04 (it being understood that each Lender shall remit its Loans to the Facility Agent in Dollars on such Borrowing Date).


 


(c)       A
Deferred Loan shall, on each Repayment Date of the Loan falling during the Deferral Period, be deemed to be made available in
an amount equal to the Deferred Portion of such Loan in respect of, and as at, that Repayment Date. Each such Deferred Loan shall
be automatic and notional only, and effected by means of a book entry to finance the repayment instalment of the Loan then due.


 


2.03
Notice of Borrowing. Subject to the second parenthetical in Section 2.02(a)(ii) and other than in respect of a Deferred
Loan, whenever the Borrower desires to make a Borrowing hereunder, it shall give the Facility Agent at its Notice Office at least
three Business Days’ prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed
to have been given on a certain day only if given before 11:00 A.M. (Frankfurt time) (unless such 11:00 A.M. deadline
is waived by the Facility Agent in the case of the Initial Borrowing Date). Each such written notice (each a “Notice
of Borrowing”), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given by the
Borrower substantially in the form of Exhibit A, appropriately completed to specify (i) the portion of the Total Commitments to
be utilized on such Borrowing Date, (ii) if the Borrower and/or the Parent has entered into Earmarked Foreign Exchange Arrangements
with respect to the installment payments due and owing under the Construction Contract to be funded by the Loans to be incurred
on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and
evidence of such Earmarked Foreign Exchange Arrangements, (iii) the date of such Borrowing (which shall be a Business Day), (iv)
the initial Interest Period to be applicable thereto, (v) to which account(s) the proceeds of such Loans are to be deposited (it
being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or
the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent) and (vi) that all representations
and warranties made by each Credit Party, in or pursuant to the Credit Documents are true and correct in all material respects
(unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and
correct in all material respects as of such date) and no Event of Default is or will be continuing after giving effect to such
Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, notice of such proposed Borrowing,
of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to
be specified in the Notice of Borrowing.


 






    	 	-31-	 



     


    

 


2.04
Disbursement of Funds. No later than 12:00 Noon (Frankfurt time) on the date specified in each Notice of Borrowing, each
Lender will make available its pro rata portion of each Borrowing requested in the Notice of Borrowing to be made on such date.
All such amounts shall be made available in the currency required by Section 2.02(b) in immediately available funds at the Payment
Office of the Facility Agent, and the Facility Agent will make available to (I) in the case of Loans disbursed in Dollars, the
Borrower (and/or its designee(s), to the extent possible and to the extent such designee is a provider of Earmarked Foreign Exchange
Arrangements referenced in the definition of Dollar Equivalent) and (II) in the case of Loans disbursed in Euro, designee(s)
of the Borrower (to the extent any such designee is the Yard or, in the case of the Hermes Premium, Hermes), in each case prior
to 3:00 P.M. (Frankfurt Time) on such day, to the extent of funds actually received by the Facility Agent prior to 12:00 Noon
(Frankfurt Time) on such day, in each case at the Payment Office in the account(s) specified in the applicable Notice of Borrowing,
the aggregate of the amounts so made available by the Lenders. Unless the Facility Agent shall have been notified by any Lender
prior to the date of Borrowing that such Lender does not intend to make available to the Facility Agent such Lender’s portion
of any Borrowing to be made on such date, the Facility Agent may assume that such Lender has made such amount available to the
Facility Agent on such date of Borrowing and the Facility Agent may, in reliance upon such assumption, make available to the Borrower
a corresponding amount. If such corresponding amount is not in fact made available to the Facility Agent by such Lender, the Facility
Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding
amount forthwith upon the Facility Agent’s demand therefor, the Facility Agent shall promptly notify the Borrower and the
Borrower shall immediately pay such corresponding amount to the Facility Agent. The Facility Agent shall also be entitled to recover
on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from
the date such corresponding amount was made available by the Facility Agent to the Borrower until the date such corresponding
amount is recovered by the Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Eurodollar
Rate and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined
pursuant to Section 2.06. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans
hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender
to make Loans hereunder.


 


2.05
Pro Rata Borrowings. All Borrowings of Loans (including Deferred Loans) under this Agreement shall be incurred from the
Lenders pro rata on the basis of their Commitments as at the time or, in the case of the Deferred Loans, deemed time, of
the relevant Borrowing. It is understood that no Lender shall be responsible for any default by any other Lender of its obligation
to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless
of the failure of any other Lender to make its Loans hereunder. The obligations of the Lenders under this Agreement are several
and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.


 






    	 	-32-	 



     


    

 


2.06
Interest. (a) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Loan (including Deferred
Loans) from the date the proceeds thereof are made available to the Borrower until the maturity (whether by acceleration or otherwise)
of such Loan at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the Applicable
Margin plus the Eurodollar Rate for such Interest Period plus any Mandatory Costs.


 


(b)       If
the Borrower fails to pay any amount payable by it under a Credit Document on its due date, interest shall accrue on the
overdue amount (in the case of overdue interest to the extent permitted by law) from the due date up to the date of actual payment
(both before and after judgment) at a rate which is, subject to paragraph (c) below, [*]% plus the rate which would
have been payable if the overdue amount had, during the period of non-payment, constituted a Loan for successive Interest Periods,
each of a duration selected by the Facility Agent (acting reasonably).  Any interest accruing under this Section
2.06(b) shall be immediately payable by the Borrower on demand by the Facility Agent.


 


(c)       If
any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period
relating to that Loan:


 


(i)       the
first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period
relating to that Loan; and


 


(ii)      the
rate of interest applying to the overdue amount during that first Interest Period shall be [*]% plus the rate which
would have applied if the overdue amount had not become due.


 


Default
interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable
to that overdue amount but will remain immediately due and payable.


 


(d)       Accrued
and unpaid interest shall be payable in respect of each Loan, on the last day of each Interest Period applicable thereto, on any
repayment or prepayment date (on the amount repaid or prepaid), at maturity (whether by acceleration or otherwise) and, after
such maturity, on demand.


 


(e)       Upon
each Interest Determination Date, the Facility Agent shall determine the Eurodollar Rate for each Interest Period applicable to
the Loans to be made pursuant to the applicable Borrowing and shall promptly notify the Borrower and the respective Lenders thereof.
Each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto.


 


2.07
Interest Periods. At the time the Borrower gives any Notice of Borrowing in respect of the making of Loans by the Lenders
(in the case of the initial Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest
Period applicable to such Loans (in the case of any subsequent Interest Period), it shall have the right to elect, by giving the
Facility Agent notice thereof, the interest period (each an “Interest Period”) applicable to such Loans, which
Interest Period shall, at the option of the Borrower, be a three or six month period; provided that:


 






    	 	-33-	 



     


    

 


(a)       all
Loans comprising a Borrowing shall at all times have the same Interest Period;


 


(b)       the
initial Interest Period for any Loan shall commence on the date of Borrowing of such Loan (or deemed Borrowing in the case of
a Deferred Loan) and each Interest Period occurring thereafter in respect of such Loan shall commence on the day on which the
immediately preceding Interest Period applicable thereto expires;


 


(c)       if
any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month;


 


(d)       if
any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first
succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day
which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest
Period shall expire on the immediately preceding Business Day;


 


(e)       no
Interest Period longer than three months may be selected at any time when an Event of Default (or, if the Facility Agent or the
Required Lenders have determined that such an election at such time would be disadvantageous to the Lenders, a Default) has occurred
and is continuing;


 


(f)       no
Interest Period in respect of any Borrowing of any Loans shall be selected which extends beyond the Maturity Date;


 


(g)       at
no time shall there be more than ten Borrowings of Loans subject to different Interest Periods; and


 


(h)       the
Interest Periods for each Deferred Loan shall always be a six month period.


 


If
upon the expiration of any Interest Period applicable to a Borrowing, the Borrower has failed to elect a new Interest Period to
be applicable to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be
applicable to such Loans effective as of the expiration date of such current Interest Period.


 


2.08
Increased Costs, Illegality, Market Disruption, etc.


 


(a)
In the event that any Lender shall have reasonably determined (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto):


 






    	 	-34-	 



     


    

 


(i)       at
any time, that such Lender shall incur increased costs (including, without limitation, pursuant to Basel II to the extent Basel
II is applicable), Mandatory Costs (as set forth on Schedule 1.01(b)) or reductions in the amounts received or receivable hereunder
with respect to any Loan because of, without duplication, any change since the
Effective Date in any applicable law or governmental rule, governmental regulation,
governmental order, governmental
guideline or governmental request (whether or not having the force of
law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, governmental
regulation, governmental order, governmental
guideline or governmental request, such as, for example, but not limited
to: (A) a change in the basis of taxation of payment to any Lender of the principal of or interest on such Loan or any other amounts
payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such
Lender, or any franchise tax based on net income or net profits, of such Lender pursuant to the laws of the jurisdiction in which
such Lender is organized or in which such Lender’s principal office or applicable lending office is located or any subdivision
thereof or therein), but without duplication of any amounts payable in respect of Taxes pursuant to Section 4.04, or (B) a change
in official reserve requirements; or


 


(ii)       at
any time, that the making or continuance of any Loan has been made unlawful by any law or governmental rule, governmental regulation
or governmental order;


 


then,
and in any such event, such Lender shall promptly give notice (by telephone confirmed in writing) to the Borrower and to the Facility
Agent of such determination (which notice the Facility Agent shall promptly transmit to each of the Lenders). Thereafter (x) in
the case of clause (i) above, the Borrower agrees (to the extent applicable), to pay
to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender
or such other corporation for the increased costs or reductions to such Lender or such
other corporation and (y) in the case of clause (ii) above, the Borrower shall take one of the actions specified in Section
2.08(b) as promptly as possible and, in any event, within the time period required by law. In determining such additional amounts,
each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided
that such Lender’s determination of compensation owing under this Section 2.08(a) shall, absent manifest error be final
and conclusive and binding on all the parties hereto. Each Lender, upon determining
that any additional amounts will be payable pursuant to this Section 2.08(a), will give prompt written notice thereof to the Borrower,
which notice shall show in reasonable detail the basis for the calculation of such additional amounts; provided that, subject
to the provisions of Section 2.10(b), the failure to give such notice shall not relieve the Borrower from its Credit Document
Obligations hereunder.


 


(b)       
At any time that any Loan is affected by the circumstances described in Section 2.08(a)(i) or (ii), the Borrower may (and
in the case of a Loan affected by the circumstances described in Section 2.08(a)(ii) shall) either (x) if the affected Loan is
then being made initially, cancel the respective Borrowing by giving the Facility Agent notice in writing on the same date or
the next Business Day that the Borrower was notified by the affected Lender or the Facility Agent pursuant to Section 2.08(a)(i)
or (ii) or (y) if the affected Loan is then outstanding, upon at least three Business Days’ written notice to the Facility
Agent, in the case of any Loan, repay all outstanding Borrowings (within the time period required by the applicable law or governmental
rule, governmental regulation or governmental order) which include such affected Loans in full in accordance with the applicable
requirements of Section 4.02; provided that if more than one Lender is affected at any time, then all affected Lenders
must be treated the same pursuant to this Section 2.08(b).


 






    	 	-35-	 



     


    

 


(c)       If
any Lender determines that after the Effective Date (i) the introduction of or effectiveness of or any change in any applicable
law or governmental rule, governmental regulation, governmental
order, governmental guideline, governmental
directive or governmental request (whether or not having the force of
law) concerning capital adequacy, or any change in interpretation or administration thereof by any governmental authority, central
bank or comparable agency will have the effect of increasing the amount of capital required or expected to be maintained by such
Lender, or any corporation controlling such Lender, based on the existence of such Lender’s Commitments hereunder or its
obligations hereunder, (ii) compliance with any law or regulation or any request from or requirement of any central bank or other
fiscal, monetary or other authority made after the Effective Date (including any which relates to capital adequacy or liquidity
controls or which affects the manner in which a Lender allocates capital resources to obligations under this Agreement, any Interest
Rate Protection Agreement and/or any Other Hedging Agreement) or (iii) to the extent that such change is not discretionary and
is pursuant to law, a governmental mandate or request, or a central bank or other fiscal or monetary authority mandate or request,
any change in the risk weight allocated by such Lender to the Borrower after the Effective Date, then the Borrower agrees (to
the extent applicable) to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to
compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction
in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional
amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable,
provided that such Lender’s determination of compensation owing under this Section 2.08(c) shall, absent manifest error
be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will
be payable pursuant to this Section 2.08(c), will give prompt written notice thereof to the Borrower, which notice shall show
in reasonable detail the basis for calculation of such additional amounts; provided
that, subject to the provisions of Section 2.10(b), the failure to give such notice shall not relieve the Borrower from its Credit
Document Obligations hereunder.


 


(d)       If
a Market Disruption Event occurs in relation to any Lender’s share of a Loan for any Interest Period, then the rate of interest
on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:


 


(i)       the
Applicable Margin;


 


(ii)      the
rate determined by such Lender and notified to the Facility Agent by 5:00 P.M. (Frankfurt time) on the Interest Determination
Date for such Interest Period to be that which expresses as a percentage rate per annum the cost to each such Lender of funding
its participation in that Loan for a period equivalent to such Interest Period from whatever source it may reasonably select;
provided that the rate provided by a Lender pursuant to this clause (ii) shall not be disclosed to any other Lender and
shall be held as confidential by the Facility Agent and the Borrower; and


 






    	 	-36-	 



     


    

 


(iii)     the
Mandatory Costs, if any, applicable to such Lender of funding its participation in that Loan.


 


(e)      If
a Market Disruption Event occurs and the Facility Agent or the Borrower so require, the Facility Agent and the Borrower shall
enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the
rate of interest. Any alternative basis agreed pursuant to the immediately preceding sentence shall, with the prior consent of
all the Lenders and the Borrower, be binding on all parties. If no agreement is reached pursuant to this clause (e), the rate
provided for in clause (d) above shall apply for the entire applicable Interest Period.


 


(f)      If
any Reference Bank ceases to be a Lender under this Agreement, (x) it shall cease to be a Reference Bank and (y) the Facility
Agent shall, with the approval (which shall not be unreasonably withheld) of the Borrower, nominate as soon as reasonably practicable
another Lender to be a Reference Bank in place of such Reference Bank.


 


2.09
Indemnification; Breakage Costs. The Borrower agrees to indemnify each Lender, within two Business Days of demand (in writing
and which request shall set forth in reasonable detail the basis for requesting and the calculation of such amount and which in
the absence of manifest error shall be conclusive evidence as to the amount due), for all losses, expenses and liabilities (including,
without limitation, any such loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other
funds required by such Lender to fund its Loans but excluding any loss of anticipated profits) which such Lender may sustain in
respect of Loans made to the Borrower: (i) if for any reason (other than a default by such Lender or the Facility Agent) a Borrowing
of Loans does not occur on a date specified therefor in a Notice of Borrowing (whether or not withdrawn by the Borrower or deemed
withdrawn pursuant to Section 2.08(a)); (ii) if any prepayment or repayment (including any prepayment or repayment made pursuant
to Section 2.08(a), Section 4.01 or Section 4.02 or as a result of an acceleration of the Loans pursuant to Section 11) of any
of its Loans, or assignment and/or transfer of its Loans pursuant to Section 2.11, occurs on a date which is not the last day
of an Interest Period with respect thereto; or (iii) if any prepayment of any of its Loans is not made on any date specified in
a notice of prepayment given by the Borrower.


 


2.10
Change of Lending Office; Limitation on Additional Amounts. (a) Each Lender agrees that on the occurrence of any event
giving rise to the operation of Section 2.08(a), Section 2.08(b), or Section 4.04 with respect to such Lender,
it will, if requested by the Borrower, use reasonable good faith efforts (subject to overall policy considerations of such Lender)
to designate another lending office for any Loans affected by such event or otherwise take steps to mitigate the effect of such
event, provided that such designation shall be made and/or such steps shall be taken at the Borrower’s cost and on
such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage in excess of de minimus
amounts, with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in
this Section 2.10 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender provided in
Section 2.08 and Section 4.04.


 






    	 	-37-	 



     


    

 


(b)       Notwithstanding
anything to the contrary contained in Sections 2.08, 2.09 or 4.04 of this Agreement, unless a Lender gives notice to the Borrower
that it is obligated to pay an amount under any such Section within 180 days of the later of (x) the date the Lender incurs the
respective increased costs, Taxes, loss, expense or liability, reduction in amounts received or receivable or reduction in return
on capital or (y) the date such Lender has knowledge of its incurrence of the respective increased costs, Taxes, loss, expense
or liability, reductions in amounts received or receivable or reduction in return on capital, then such Lender shall only be entitled
to be indemnified for such amount by the Borrower pursuant to said Section 2.08, 2.09, or 4.04, as the case may be, to the extent
the costs, Taxes, loss, expense or liability, reduction in amounts received or receivable or reduction in return on capital are
incurred or suffered on or after the date which occurs 180 days prior to such Lender giving notice to the Borrower that it is
obligated to pay the respective amounts pursuant to said Section 2.08, 2.09 or 4.04, as the case may be. This Section 2.10(b)
shall have no applicability to any Section of this Agreement other than said Sections 2.08, 2.09 and 4.04.


 


2.11
Replacement of Lenders. (x) If any Lender becomes a Defaulting Lender or otherwise defaults in its obligations to make
Loans, (y) upon the occurrence of any event giving rise to the operation of Section 2.08(a) or Section 4.04 with respect to any
Lender which results in such Lender charging to the Borrower material increased costs in excess of the average costs being charged
by the other Lenders, or (z) as provided in Section 14.11(b) in the case of certain refusals by a Lender to consent to certain
proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required
Lenders, the Borrower shall (for its own cost) have the right, if no Default or Event of Default will exist immediately after
giving effect to the respective replacement, to replace such Lender (the “Replaced Lender”) (subject to the
consent of KfW, as CIRR mandatary, if (i) the Replaced Lender is a Refinanced Bank and (ii) the Replacement Lender (as defined
below) elects to become a Refinanced Bank, and the Hermes Agent) with one or more other Eligible Transferee or Eligible Transferees,
none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”)
reasonably acceptable to the Facility Agent (it being understood that all then-existing Lenders are reasonably acceptable); provided
that:


 


(a)       at
the time of any replacement pursuant to this Section 2.11, the Replacement Lender shall enter into one or more Transfer Certificates
pursuant to Section 13.01(a) (and with all fees payable pursuant to said Section 13.02 to be paid by the Replacement Lender) pursuant
to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection
therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum (without duplication) of (x) an amount
equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, and (y) an amount equal
to all accrued, but unpaid, Commitment Commission owing to the Replaced Lender pursuant to Section 3.01;


 


(b)       all
obligations of the Borrower due and owing to the Replaced Lender at such time (other than those specifically described in clause
(a) above) in respect of which the assignment purchase price has been, or is concurrently being, paid shall be paid in full to
such Replaced Lender concurrently with such replacement; and


 


(c)       if
the Borrower elects to replace any Lender pursuant to clause (x), (y) or (z) of this Section 2.11, the Borrower shall also replace
each other Lender that qualifies for replacement under such clause (x), (y) or (z).


 






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Upon
the execution of the respective Transfer Certificate and the payment of amounts referred to in clauses (a) and (b) above, the
Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except
with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.08, 2.09, 4.04, 14.01
and 14.05), which shall survive as to such Replaced Lender.


 


2.12
Disruption to Payment Systems, Etc. If either the Facility Agent determines (in its discretion) that a Disruption Event
has occurred or the Facility Agent is notified by the Parent or the Borrower that a Disruption Event has occurred:


 


(i)       the
Facility Agent may, and shall if requested to do so by the Borrower or the Parent, consult with the Borrower with a view to agreeing
with the Borrower such changes to the operation or administration of this Agreement as the Facility Agent may deem necessary in
the circumstances;


 


(ii)      the
Facility Agent shall not be obliged to consult with the Borrower or the Parent in relation to any changes mentioned in clause
(i) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation
to agree to such changes;


 


(iii)     the
Facility Agent may consult with the other Agents, the Joint Lead Arrangers and the Lenders in relation to any changes mentioned
in clause (i) above but shall not be obliged to do so if, in its opinion, it is not practicable or necessary to do so in the circumstances;


 


(iv)     any
such changes agreed upon by the Facility Agent and the Borrower or the Parent pursuant to clause (i) above shall (whether or not
it is finally determined that a Disruption Event has occurred) be binding upon the parties to this Agreement as an amendment to
(or, as the case may be, waiver of) the terms of the Credit Documents, notwithstanding the provisions of Section 14.11, until
such time as the Facility Agent is satisfied that the Disruption Event has ceased to apply;


 


(v)     the
Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence or
any other category of liability whatsoever but not including any claim based on the gross negligence, fraud or willful misconduct
of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this
Section 2.12; and


 


(vi)     the
Facility Agent shall notify the other Agents, the Joint Lead Arrangers and the Lenders of all changes agreed pursuant to clause
(iv) above as soon as practicable.


 


SECTION
3. Commitment Commission; Fees; Reductions of Commitment.


 


3.01
Commitment Commission. (a) The Borrower agrees to pay the Facility Agent for distribution to each Non-Defaulting Lender
a commitment commission (the “Commitment Commission”) for the period from the Effective Date to and including
the Commitment Termination Date (or such earlier date as the Total Commitment shall have been terminated) computed at a rate for
each day equal to [*] multiplied by the Applicable Margin multiplied by the Commitment for such day of such Non-Defaulting
Lender divided by 360. Accrued Commitment Commission shall be due and payable quarterly in arrears on each Payment Date and on
the Borrowing Date contemplated by Section 2.02(a)(vi) (or such earlier date upon which the Total Commitment is terminated).
No additional Commitment Commission shall be payable in respect of a Deferred Loan.


 






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(b)       The
Borrower shall pay to each Agent, for such Agent’s own account or for the account of the Lenders, such other fees as have
been agreed to in writing by the Borrower and such Agent.


 


3.02
Voluntary Reduction or Termination of Commitments. Upon at least three Business Days’ prior notice to the Facility
Agent at its Notice Office (which notice the Facility Agent shall promptly transmit to each of the Lenders), the Borrower shall
have the right, at any time or from time to time, without premium or penalty, to reduce or terminate the Total Commitment, in
whole or in part, in integral multiples of €5,000,000 in the case of partial reductions thereto, provided that each
such reduction shall apply proportionately to permanently reduce the Commitment of each Lender and provided further that
this Section 3.02 shall not apply to the Total Commitments relating to any Deferred Loans.


 


3.03
Mandatory Reduction of Commitments. (a) In addition to any other mandatory commitment reductions pursuant to this Section
3.03 or any other Section of this Agreement, the Total Commitment (and the Commitment of each Lender) shall terminate in its entirety
on the Commitment Termination Date.


 


(b)       In
addition to any other mandatory commitment reductions pursuant to this Section 3.03 or any other Section of this Agreement, the
Total Commitments (and the Commitments of each Lender) shall be reduced (immediately after the relevant Loans are made) on each
Borrowing Date by the amount of Commitments (denominated in Euro) utilized to make the Loans made on such Borrowing Date.


 


(c)       In
addition to any other mandatory commitment reductions pursuant to this Section 3.03 or any other Section of this Agreement, the
Total Commitment shall be terminated at the times required by Section 4.02.


 


(d)       Each
reduction to the Total Commitment pursuant to this Section 3.03 and Section 4.02 shall be applied proportionately to reduce the
Commitment of each Lender.


 


SECTION
4. Prepayments; Repayments; Taxes.


 


4.01
Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided
by law, in whole or in part at any time and from time to time on the following terms and conditions:


 


(a)       the
Borrower shall give the Facility Agent prior to 12:00 Noon (Frankfurt time) at its Notice Office at least 30 Business Days’
prior written notice of its intent to prepay such Loans, the amount of such prepayment and the specific Borrowing or Borrowings
pursuant to which made, which notice the Facility Agent shall promptly transmit to each of the Lenders;


 






    	 	-40-	 



     


    

 


(b)       each
prepayment shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Borrowing which is outstanding,
provided that no partial prepayment of Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant
to such Borrowing to an amount less than $1,000,000;


 


(c)       at
the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable
thereto, the Borrower shall pay the amounts required pursuant to Section 2.09;


 


(d)       in
the event of certain refusals by a Lender as provided in Section 14.11(b) to consent to certain proposed changes, waivers,
discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may,
upon five Business Days’ written notice to the Facility Agent at its Notice Office (which notice the Facility Agent shall
promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest, Commitment Commission,
and other amounts owing to such Lender (or owing to such Lender with respect to each Loan which gave rise to the need to obtain
such Lender’s individual consent) in accordance with said Section 14.11(b) so long as (A) the Commitment of such Lender
(if any) is terminated concurrently with such prepayment (at which time Schedule 1.01(a) shall be deemed modified to reflect the
changed Commitments) and (B) the consents required by Section 14.11(b) in connection with the prepayment pursuant to this
clause (d) have been obtained; and


 


(e)       each
prepayment in respect of any Loans made pursuant to a Borrowing shall be applied (x) in inverse order of maturity and (y) except
as expressly provided in the preceding clause (d), pro rata among the Loans comprising such Borrowing, provided
that in connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Loan
of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in full.


 


4.02
Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section
4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid (without further
action of the Borrower being required) in 24 equal semi-annual installments commencing on the first Business Day that is on or
after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date and ending on the Maturity Date and (ii)
the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility
Agent and the Borrower) (without further action of the Borrower being required) in eight equal semi-annual installments commencing
on the first Repayment Date that is on or after April 1, 2021 and ending on the Maturity Date for the Deferred Loans (each such
repayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans
(other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02.


 






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(b)       In
addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this
Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral
Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition
constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised
or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the
date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event
of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without
further action of the Borrower being required).


 


(c)       In
addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this
Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel
has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or
(z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the
Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full
and the Total Commitment shall be automatically terminated (without further action of the Borrower being required).


 


(d)       In
addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this
Agreement, but without duplication, if (x)(i) the Parent declares, makes or pays any dividend, charge, fee or other distribution
(or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital
Stock (or any class of its Capital Stock), (ii) the Parent repays or distributes any dividend or share premium reserve, (iii)
the Parent or the Borrower makes any payment of any kind under any shareholder loan, (iv) the Parent redeems, repurchases, defeases,
retires or repays any of its Capital Stock or resolves to do so, (v) the Parent issues between April 1, 2020 and the latest Maturity
Date in respect of the Deferred Loans any new shares in its Capital Stock, options, warrants or other rights for the purchase,
acquisition or exchange of new shares in its Capital Stock, except between April 1, 2020 and December 31, 2021 (or such later
date as may, with the prior consent of Hermes, be agreed between the Parent and the Facility Agent) for the purpose of providing
crisis and recovery-related capital (as contemplated in the Principles), or (vi) the Parent or any member of the NCLC Group incurs
any Indebtedness for Borrowed Money, except any Indebtedness for Borrowed Money incurred (A) for the purpose of financing the
payment of any scheduled pre-delivery or delivery instalment of the purchase price of a vessel to be owned by the Parent or any
Subsidiary or (B) between April 1, 2020 and December 31, 2021 (or such later date as may, with the prior consent of Hermes, be
agreed between the Parent and the Lenders) for the purpose of providing crisis and recovery-related Indebtedness (as contemplated
in the Principles), or in any case resolves to do so or (y) the Borrower or the Parent shall default in the due performance and
observance of the Principles unless the circumstances giving rise to the default are, in the opinion of the Facility Agent, capable
of remedy and are remedied within five days of the Facility Agent giving notice to the Parent (with a copy to the Borrower) to
do so, the Facility Agent may, and shall if so directed by the Required Lenders or Hermes, declare that each Deferred Loan be
payable on demand on the date specified in such notice.


 






    	 	-42-	 



     


    

 


(e)       With
respect to each repayment of Loans required by this Section 4.02 (other than in the case of Section 4.02(d)), the Borrower may
designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with
Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii)
each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation
by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this
clause (e), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs
owing pursuant to Section 2.09.


 


(f)       Notwithstanding
anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity
Date.


 


4.03
  Method and Place of Payment. Except as otherwise specifically provided herein, all payments under this Agreement
shall be made to the Facility Agent for the account of the Lender or Lenders entitled thereto not later than 10:00 A.M. (New York
time) on the date when due and shall be made in Dollars in immediately available funds at the Payment Office of the Facility Agent.
Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day (unless the next succeeding Business Day shall fall in the next calendar
month, in which case the due date thereof shall be the previous Business Day) and, with respect to payments of principal, interest
shall be payable at the applicable rate during such extension.


 


4.04
  Net Payments; Taxes. (a) All payments made by any Credit Party hereunder will be made without setoff, counterclaim
or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future
taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction
or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed
on or measured by the net income, net profits or any franchise tax based on net income or net profits, and any branch profits
tax of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office
or applicable lending office of such Lender is located or any subdivision thereof or therein or due to failure to provide documents
under Section 4.04(b), all such taxes “Excluded Taxes”) and all interest, penalties or similar liabilities
with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges to the extent imposed on
taxes other than Excluded Taxes (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being
referred to collectively as “Taxes” and “Taxation” shall be applied accordingly). The Borrower
will furnish to the Facility Agent within 45 days after the date of payment of any Taxes is due pursuant to applicable law certified
copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender,
and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender.


 


(b)       Each
Lender agrees (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender)
to file any certificate or document or to furnish to the Borrower any information as reasonably requested by the Borrower that
may be necessary to establish any available exemption from, or reduction in the amount of, any Taxes; provided, however,
that nothing in this Section 4.04(b) shall require a Lender to disclose any confidential information (including, without limitation,
its tax returns or its calculations). The Borrower shall not be required to indemnify any Lender for Taxes attributed to such
Lender’s failure to provide the required documents under this Section 4.04(b).


 






    	 	-43-	 



     


    

 


(c)       If
the Borrower pays any additional amount under this Section 4.04 to a Lender and such Lender determines in its sole discretion
exercised in good faith that it has actually received or realized in connection therewith any refund or any reduction of, or credit
against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a “Tax Benefit”),
such Lender shall pay to the Borrower an amount that such Lender shall, in its sole discretion exercised in good faith, determine
is equal to the net benefit, after tax, which was obtained by such Lender in such year as a consequence of such Tax Benefit; provided,
however, that (i) any Lender may determine, in its sole discretion exercised in good faith consistent with the policies
of such Lender, whether to seek a Tax Benefit, (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction
(including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired)
of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall
be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions
or defenses and (iii) nothing in this Section 4.04(c) shall require any Lender to disclose any confidential information to the
Borrower (including, without limitation, its tax returns).


 


4.05
Application of Proceeds. (a) Subject to the provisions of the Intercreditor Agreement (to the extent it is operative),
all proceeds collected by the Collateral Agent upon any sale or other disposition of such Collateral of each Credit Party, together
with all other proceeds received by the Collateral Agent under and in accordance with this Agreement and the other Credit Documents
(except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), shall
be applied by the Facility Agent to the payment of the Secured Obligations as follows:


 


(i)        first,
to the payment of all amounts owing to the Collateral Agent or any other Agent of the type described in clauses (iii) and (iv)
of the definition of “Secured Obligations”;


 


(ii)       second,
to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Credit
Document Obligations shall be paid to the Lender Creditors as provided in Section 4.05(d) hereof, with each Lender Creditor receiving
an amount equal to such outstanding Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Credit
Document Obligations, its Pro Rata Share of the amount remaining to be distributed;


 


(iii)       third,
to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding
Other Obligations shall be paid to the Other Creditors as provided in Section 4.05(d) hereof, with each Other Creditor receiving
an amount equal to such outstanding Other Obligations or, if the proceeds are insufficient to pay in full all such Other Obligations,
its Pro Rata Share of the amount remaining to be distributed; and


 






    	 	-44-	 



     


    

 


(iv)       fourth,
to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following
the termination of this Agreement, the Credit Documents, the Interest Rate Protection Agreements and the Other Hedging Agreements
in accordance with their terms, to the relevant Credit Party or to whomever may be lawfully entitled to receive such surplus.


 


(b)       For
purposes of this Agreement, “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion
of any distribution or amount, that amount (expressed as a percentage) equal to a fraction the numerator of which is the then
unpaid amount of such Secured Creditor’s Credit Document Obligations or Other Obligations, as the case may be, and the denominator
of which is the then outstanding amount of all Credit Document Obligations or Other Obligations, as the case may be.


 


(c)       If
any payment to any Secured Creditor of its Pro Rata Share of any distribution would result in overpayment to such Secured Creditor,
such excess amount shall instead be distributed in respect of the unpaid Credit Document Obligations or Other Obligations, as
the case may be, of the other Secured Creditors, with each Secured Creditor whose Credit Document Obligations or Other Obligations,
as the case may be, have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction the numerator
of which is the unpaid Credit Document Obligations or Other Obligations, as the case may be, of such Secured Creditor and the
denominator of which is the unpaid Credit Document Obligations or Other Obligations, as the case may be, of all Secured Creditors
entitled to such distribution.


 


(d)       All
payments required to be made hereunder shall be made (x) if to the Lender Creditors, to the Facility Agent under this Agreement
for the account of the Lender Creditors, and (y) if to the Other Creditors, to the trustee, paying agent or other similar representative
(each, a “Representative”) for the Other Creditors or, in the absence of such a Representative, directly to
the Other Creditors.


 


(e)       For
purposes of applying payments received in accordance with this Section 4.05, the Collateral Agent shall be entitled to rely upon
(i) the Facility Agent under this Agreement and (ii) the Representative for the Other Creditors or, in the absence of such a Representative,
upon the Other Creditors for a determination (which the Facility Agent, each Representative for any Other Creditors and the Secured
Creditors agree (or shall agree) to provide upon request of the Collateral Agent) of the outstanding Credit Document Obligations
and Other Obligations owed to the Lender Creditors or the Other Creditors, as the case may be. Unless it has actual knowledge
(including by way of written notice from an Other Creditor) to the contrary, the Collateral Agent, shall be entitled to assume
that no Interest Rate Protection Agreements or Other Hedging Agreements are in existence.


 


(f)       It
is understood and agreed that each Credit Party shall remain jointly and severally liable to the extent of any deficiency between
the amount of the proceeds of the Collateral pledged by it under and pursuant to the Security Documents and the aggregate amount
of the Secured Obligations of such Credit Party.


 


SECTION
5. Conditions Precedent to the Initial Borrowing Date. The obligation of each Lender to make Loans on the Initial Borrowing
Date is subject at the time of the making of such Loans to the satisfaction or (other than in the case of Sections 5.02, 5.04,
5.05, 5.06 (other than delivery of the Share Charge Collateral), 5.07, 5.08, 5.10, 5.11 and 5.12) waiver of the following conditions:


 






    	 	-45-	 



     


    

 


5.01
Effective Date. On or prior to the Initial Borrowing Date, the Effective Date shall have occurred.


 


5.02
Intercreditor Agreement. On the Initial Borrowing Date, the Intercreditor Agreement shall have been executed by the parties
thereto and shall be in full force and effect.


 


5.03
Corporate Documents; Proceedings; etc. On the Initial Borrowing Date, the Facility Agent shall have received a certificate,
dated the Initial Borrowing Date, signed by the secretary or any assistant secretary of each Credit Party (or, to the extent such
Credit Party does not have a secretary or assistant secretary, the analogous Person within such Credit Party), and attested to
by an authorized officer, member or general partner of such Credit Party, as the case may be, in substantially the form of Exhibit
D, with appropriate insertions, together with copies of the certificate of incorporation and by-laws (or equivalent organizational
documents) of such Credit Party and the resolutions of such Credit Party referred to in such certificate.


 


5.04
Know Your Customer. On the Initial Borrowing Date, the Facility Agent, the Hermes Agent and the Lenders shall have been
provided with all information requested in order to carry out and be reasonably satisfied with all necessary “know your
customer” information required pursuant to the PATRIOT ACT and such other documentation and evidence necessary in order
for the Lenders to carry out and be reasonably satisfied with other similar checks under all applicable laws and regulations pursuant
to the Transaction and the Hermes Cover, in connection with each of the Facility Agent’s, the Hermes Agent’s and each
Lender’s internal compliance regulations.


 


5.05
Construction Contract and Other Material Agreements. On or prior to the Initial Borrowing Date, the Facility Agent shall
have received a true, correct and complete copy of the Construction Contract, which shall be in full force and effect, and all
other material contracts in connection with the construction, supervision and acquisition of the Vessel that the Facility Agent
may reasonably request and all such documents shall be reasonably satisfactory in form and substance to the Facility Agent (it
being understood that the executed copy of the Construction Contract delivered to the Joint Lead Arrangers prior to the Effective
Date and attached as an exhibit to the Commitment Letter is satisfactory).


 


5.06
Share Charge. On the Initial Borrowing Date, the Pledgor shall have duly authorized, executed and delivered a Bermuda share
charge for the Borrower substantially in the form of Exhibit F (as modified, supplemented or otherwise modified from time to time,
the “Share Charge”) or otherwise reasonably satisfactory to the Joint Lead Arrangers, together with the Share
Charge Collateral.


 


5.07
Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered
a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and
future interests in and benefits under (x) the Construction Contract, (y) the Refund Guarantee and (z) the Construction Risk Insurance
(it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk
Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule
2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and
none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially
in the form of Exhibit J hereto or otherwise reasonably acceptable to the Joint Lead Arrangers and the Borrower and customary
for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or
required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation,
those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the
 “Assignment of Contracts”); provided that, if the Refund Guarantee issued to the Borrower on the Initial Borrowing
Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be assigned pursuant to a duly authorized,
executed and delivered, valid and effective assignment of Refund Guarantee in the form of Exhibit Q hereto or otherwise reasonably
acceptable to the Joint Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices
and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the
Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Assignment of KfW Refund
Guarantees”).


 






    	 	-46-	 



     


    

 


5.08
Consents Under Existing Credit Facilities. On or prior to the Initial Borrowing Date, the Facility Agent shall have received
evidence that all conditions, waivers, consents, acknowledgments and amendments in relation to any existing credit facilities
of the Parent and/or any of its Subsidiaries required in connection with or in order to permit the transactions hereunder (including,
without limitation, any prepayments required in connection therewith) shall have been obtained and/or satisfied.


 


5.09
Process Agent. On or prior to the Initial Borrowing Date, the Facility Agent shall have received satisfactory evidence
from the Parent, the Borrower and any other applicable Credit Party that they have each appointed an agent in London for the service
of process or summons in relation to each of the Credit Documents.


 


5.10
Opinions of Counsel. 


 


(a)       On
the Initial Borrowing Date, the Facility Agent shall have received from O’Melveny & Myers LLP (or another counsel reasonably
acceptable to the Joint Lead Arrangers), special New York counsel to the Credit Parties, an opinion addressed to the Facility
Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to
the Effective Date, or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering the matters set forth on Schedule
5.10.


 


(b)       On
the Initial Borrowing Date, the Facility Agent shall have received from Cox Hallett Wilkinson (or another counsel reasonably acceptable
to the Joint Lead Arrangers), special Bermudian counsel to the Credit Parties, an opinion addressed to the Facility Agent and
each of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective
Date, or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering the matters set forth on Schedule 5.10.


 






    	 	-47-	 



     


    

 


(c)       On
the Initial Borrowing Date, the Facility Agent shall have received from White & Case LLP (or another counsel reasonably acceptable
to the Joint Lead Arrangers), special English counsel to the Documentation Agent for the benefit of the Joint Lead Arrangers,
an opinion addressed to the Facility Agent (for itself and on behalf of the Lenders) and the Collateral Agent (for itself and
on behalf of the Secured Creditors) dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior
to the Effective Date or otherwise reasonably satisfactory to the Joint Lead Arrangers covering the matters set forth on Schedule
5.10.


 


(d)       On
the Initial Borrowing Date, the Facility Agent shall have received from White & Case LLP (or another counsel reasonably acceptable
to the Joint Lead Arrangers), special German counsel to the Documentation Agent for the benefit of the Joint Lead Arrangers, an
opinion addressed to the Facility Agent and each of the Lenders and dated the Initial Borrowing Date in substantially the form
delivered to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering
the matters set forth on Schedule 5.10.


 


(e)       On
the Initial Borrowing Date, the Facility Agent shall have received from Holland & Knight (or another counsel reasonably acceptable
to the Joint Lead Arrangers), special Florida counsel to the Credit Parties, an opinion addressed to the Facility Agent and each
of the Lenders and dated the Initial Borrowing Date in substantially the form delivered to the Lenders prior to the Effective
Date, or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering the matters set forth on Schedule 5.10.


 


5.11
KfW Refinancing. On or prior to the Initial Borrowing Date, the definitive credit documentation related to the KfW Refinancing
(including, without limitation, the Interaction Agreement) shall have been duly executed and delivered by the parties thereto
and shall be reasonably satisfactory to KfW and the Refinanced Banks, and the KfW Refinancing shall be effective in accordance
with its terms.


 


5.12
Equity Payment. On the Initial Borrowing Date, the Facility Agent shall have received evidence, in form and substance reasonably
satisfactory to the Facility Agent, that the Borrower shall have funded from cash on hand an amount equal to 1% of the Initial
Construction Price for the Vessel (other than from the proceeds of Loans and loans under the Term Loan Facilities).


 


5.13
Financing Statements. On the Initial Borrowing Date, the Collateral Agent, in consultation with the Credit Parties, shall
have:


 


(a)       prepared
and filed proper financing statements (Form UCC-1 or the equivalent) fully prepared for filing under the UCC or in other appropriate
filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect
the security interests purported to be created by the Share Charge, the Assignment of Contracts and the Assignment of KfW Refund
Guarantees; and


 






    	 	-48-	 



     


    

 


(b)       received
certified copies of lien search results (Form UCC-11) listing all effective financing statements that name each Credit Party as
debtor and that are filed in the District of Columbia and Florida, together with Form UCC-3 Termination Statements (or such other
termination statements as shall be required by local law) fully prepared for filing if required by applicable laws for any financing
statement which covers the Collateral except to the extent evidencing Permitted Liens.


 


5.14
Security Trust Deed.    On the Initial Borrowing Date, the Security Trust Deed shall have been executed
by the parties thereto and shall be in full force and effect.


 


SECTION
6. Conditions Precedent to each Borrowing Date. The obligation of each Lender to make Loans on each Borrowing Date is subject
at the time of the making of such Loans to the satisfaction or (other than in the case of Sections 6.01, 6.02, 6.03, 6.04, 6.06
and 6.07) waiver of the following conditions:


 


6.01
No Default; Representations and Warranties. At the time of each Borrowing and also after giving effect thereto (i) there
shall exist no Default or Event of Default and (ii) all representations and warranties contained herein or in any other Credit
Document shall be true and correct in all material respects both before and after giving effect to such Borrowing with the same
effect as though such representations and warranties had been made on the Borrowing Date in respect of such Borrowing (it being
understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required
to be true and correct in all material respects only as of such specified date).


 


6.02
Consents. On or prior to each Borrowing Date, all necessary governmental (domestic and foreign) and material third party
approvals and/or consents in connection with the Construction Contract, the Refund Guarantees (to the extent issued on or prior
to such Borrowing Date), the Vessel and the other transactions contemplated hereby (except to the extent specifically addressed
in other sections of Section 5 or this Section 6) shall have been obtained and remain in effect. On each Borrowing Date, there
shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other
restraint pending or notified prohibiting or imposing materially adverse conditions upon this Agreement, the Transaction or the
other transactions contemplated by the Credit Documents.


 


6.03
Refund Guarantees. On (x) the Initial Borrowing Date, the Refund Guarantee for the Pre-delivery Installment to be paid
on the Initial Borrowing Date shall have been issued and assigned to the Collateral Agent pursuant to an Assignment of Contracts
(or, if such Refund Guarantee is issued by KfW IPEX-Bank GmbH, the Assignment of KfW Refund Guarantees) and (y) each other Borrowing
Date (other than the Borrowing Date in relation to the Delivery Date), each additional Refund Guarantee that has been issued since
the Initial Borrowing Date shall have been assigned to the Collateral Agent by delivering a supplement to the relevant schedule
to the Assignment of Contracts (or, in the case of Refund Guarantees issued by KfW IPEX-Bank GmbH, a supplement to the relevant
schedule of the Assignment of KfW Refund Guarantees) to the Collateral Agent with the updated information, in each case along
with (to the extent incorporated into the Assignment of Contracts) an appropriate notice and consent relating thereto, and the
Joint Lead Arrangers shall have received reasonably satisfactory evidence to such effect. Each Refund Guarantee shall secure
a principal amount equal to (i) the amount of the corresponding Pre-delivery Installment to be paid by the
Borrower to the Yard minus (ii) the amount paid by the Yard to the Borrower in respect of the corresponding Pre-delivery
Installment under Article 8, Clause 2.8 (i), (ii), (iii) or (iv), as the case may be, of the Construction Contract pursuant
to the terms of each Refund Guarantee, and the Joint Lead Arrangers shall have received reasonably satisfactory evidence to such
effect.


 






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6.04
Equity Payment. On each Borrowing Date on which the proceeds of Loans are being used to fund a payment under the Construction
Contract, the Facility Agent shall have received evidence, in form and substance reasonably satisfactory to the Facility Agent,
of the payment by the Borrower (other than from proceeds of Loans) of [*]% of the amount due on such Borrowing Date under
the Construction Contract, which payment may be made from proceeds of Term Loans (other than on the Initial Borrowing Date).


 


6.05
Fees, Costs, etc. On each Borrowing Date, the Borrower shall have paid to the Agents, the Joint Lead Arrangers and the
Lenders all costs, fees, expenses (including, without limitation, reasonable fees and expenses of White & Case LLP and local
and maritime counsel and consultants) and other compensation contemplated hereby payable to the Agents, the Joint Lead Arrangers
and the Lenders or payable in respect of the transactions contemplated hereunder (including, without limitation, the KfW Refinancing),
to the extent then due; provided that (i) any such costs, fees and expenses and other compensation shall have been invoiced to
the Borrower at least three Business Days prior to such Borrowing Date and (ii) any such costs, fees and expenses in respect of
the KfW Refinancing shall not include ongoing or recurring legal costs or expenses after the Effective Date.


 


6.06
Construction Contract. On each Borrowing Date, the Borrower shall have certified that all conditions and requirements under
the Construction Contract required to be satisfied on such Borrowing Date, including in connection with the respective payment
installments to be made to the Yard on such Borrowing Date, shall have been satisfied (including, but not limited to, the Borrower’s
payment to the Yard of the portion of the payment installment on the Vessel that is not being financed with proceeds of the Loans),
other than those that are not materially adverse to the Lenders, it being understood that any litigation between the Yard and
the Parent and/or Borrower shall be deemed to be materially adverse to the Lenders.


 


6.07
Hermes Cover. On each Borrowing Date, (x) the Facility Agent shall have received evidence from the Hermes Agent that the
Hermes Cover has not changed and is acceptable to the Joint Lead Arrangers (it being understood that each Joint Lead Arranger
shall have confirmed to the Hermes Agent that the terms of the Hermes Cover are acceptable), and all due and owing Hermes Premium
to be paid in connection therewith shall have been paid in full, provided it is understood and agreed that the Hermes Cover shall
have been granted as soon as the Hermes Agent and/or KfW IPEX-Bank GmbH receives the Declaration of Guarantee (Gewährleistungs-Erklärung)
from Hermes and (y) all Loans and other financing to be made pursuant hereto shall be in material compliance with the Hermes Cover
and all applicable requirements of law or regulation.


 


6.08
Notice of Borrowing. Prior to the making of each Loan, the Facility Agent shall have received the Notice of Borrowing required
by Section 2.03(a).


 






    	 	-50-	 



     


    

 


6.09
Solvency Certificate. On each Borrowing Date, Parent shall cause to be delivered to the Facility Agent a solvency certificate
from a senior financial officer of Parent, in substantially the form of Exhibit K or otherwise reasonably acceptable to the Facility
Agent, which shall be addressed to the Facility Agent and each of the Lenders and dated such Borrowing Date, setting forth the
conclusion that, after giving effect to the transactions hereunder (including the incurrence of all the financing contemplated
with respect thereto and the purchase of the Vessel), the Parent and its Subsidiaries, taken as a whole, are not insolvent and
will not be rendered insolvent by the Indebtedness incurred in connection therewith, and will not be left with unreasonably small
capital with which to engage in their respective businesses and will not have incurred debts beyond their ability to pay such
debts as they mature.


 


6.10
Litigation. On each Borrowing Date, other than as set forth on Schedule 6.10, there shall be no actions, suits or proceedings
(governmental or private) pending or, to the Parent or the Borrower’s knowledge, threatened (i) with respect to this Agreement
or any other Credit Document or (ii) which has had, or, if adversely determined, could reasonably be expected to have, a Material
Adverse Effect.


 


The
acceptance of the proceeds of each Loan shall constitute a representation and warranty by the Borrower to the Facility Agent and
each of the Lenders that all of the applicable conditions specified in Section 5, this Section 6 and Section 7 applicable to such
Loan have been satisfied as of that time.


 


SECTION
7. Conditions Precedent to the Delivery Date. The obligation of each Lender to make Loans on the Delivery Date is subject
at the time of making such Loans to the satisfaction of the following conditions:


 


7.01
Delivery of Vessel. On the Delivery Date, the Vessel shall have been delivered in accordance with the terms of the Construction
Contract, other than those changes that would not be materially adverse to the interests of the Lenders.


 


7.02
Collateral and Guaranty Requirements. On or prior to the Delivery Date, the Collateral and Guaranty Requirements with respect
to the Vessel shall have been satisfied or the Facility Agent shall have waived such requirements (other than the Specified Requirements)
and/or conditioned such waiver on the satisfaction of such requirements within a specified period of time.


 


7.03
Evidence of [*]% Payment. On the Delivery Date, the Borrower shall have provided funding for an amount in the aggregate
equal to the sum of at least (x) [*]% of the Initial Construction Price for the Vessel (no less than [*]% of which shall be funded
from cash on hand), (y) [*]% of the aggregate amount of Permitted Change Orders for the Vessel and (z) [*]% of the difference
between the Final Construction Price and the Adjusted Construction Price for the Vessel (in each case, other than from proceeds
of Loans, but with respect to clause (x) only, giving effect to proceeds from the loans under the Term Loan Facilities used to
finance up to [*]% of the Initial Construction Price for the Vessel) and the Facility Agent shall have received a certificate
from the officer of the Borrower to such effect.


 






    	 	-51-	 



     


    

 


7.04
Hermes Compliance; Compliance with Applicable Laws and Regulations. On the Delivery Date, all Loans and other financing
to be made pursuant hereto shall be in material compliance with all applicable requirements of law or regulation and the Hermes
Cover.


 


7.05
Opinion of Counsel.


 


(a)       On
the Delivery Date, the Facility Agent shall have received from White & Case LLP (or another counsel reasonably acceptable
to the Joint Lead Arrangers), special English counsel to the Documentation Agent for the benefit of the Joint Lead Arrangers,
an opinion addressed to the Facility Agent (for itself and on behalf of the Lenders) and the Collateral Agent (for itself and
on behalf of the Secured Creditors) and each of the Lenders and dated as of the Delivery Date in substantially the form delivered
to the Lenders prior to the Effective Date, or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering the matters
set forth on Schedule 7.05.


 


(b)       On
the Delivery Date, the Facility Agent shall have received from O’Melveny & Myers LLP (or another counsel reasonably
acceptable to the Joint Lead Arrangers), special New York counsel to the Credit Parties, an opinion addressed to the Facility
Agent and each of the Lenders and dated as of the Delivery Date in substantially the form delivered to the Lenders prior to the
Effective Date, or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering the matters set forth on Schedule 7.05.


 


(c)       On
the Delivery Date, the Facility Agent shall have received from Graham Thompson & Co. (or another counsel reasonably acceptable
to the Joint Lead Arrangers), special Bahamas counsel to the Credit Parties (or if the Vessel is not flagged in the Bahamas, counsel
qualified in the jurisdiction of the flag of the Vessel and reasonably satisfactory to the Facility Agent), an opinion addressed
to the Facility Agent and each of the Lenders and dated as of the Delivery Date in substantially the form delivered to the Lenders
prior to the Effective Date, or otherwise reasonably satisfactory to the Joint Lead Arrangers, covering the matters set forth
on Schedule 7.05.


 


(d)       On
the Delivery Date, the Facility Agent shall have received from special Cox Hallett Wilkinson (or another counsel reasonably acceptable
to the Joint Lead Arrangers), Bermuda counsel to the Credit Parties, an opinion addressed to the Facility Agent and each of the
Lenders and dated as of such Borrowing Date in substantially the form delivered to the Lenders prior to the Effective Date, or
otherwise reasonably satisfactory to the Joint Lead Arrangers, covering the matters set forth on Schedule 7.05.


 


SECTION
8. Representations and Warranties. In order to induce the Lenders to enter into this Agreement and to make the Loans, the
Borrower or each Credit Party, as applicable, makes the following representations and warranties, in each case on a daily basis,
all of which shall survive the execution and delivery of this Agreement and the making of the Loans:


 


8.01
Entity Status. The Parent and each of the other Credit Parties
(i) is a Person duly organized, constituted and validly existing (or the functional equivalent) under the laws of the jurisdiction
of its formation, has the capacity to sue and be sued in its own name and the power to own and charge its assets and carry on
its business as it is now being conducted and (ii) is duly qualified and is authorized to do business and is in good standing
(or the functional equivalent) in each jurisdiction where the ownership, leasing or operation of its property or the conduct of
its business requires such qualifications except for failures to be so qualified or authorized or in good standing which, either
individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 






    	 	-52-	 



     


    

 


8.02
Power and Authority. Each of the Credit Parties has the power to enter into and perform this Agreement and those of the
other Credit Documents to which it is a party and the transactions contemplated hereby and thereby and has taken all necessary
action to authorize the entry into and performance of this Agreement and such other Credit Documents and such transactions. This
Agreement constitutes legal, valid and binding obligations of the Parent and the Borrower enforceable in accordance with its terms
and in entering into this Agreement and borrowing the Loans (in the case of the Borrower), the Parent and the Borrower are each
acting on their own account. Each other Credit Document constitutes (or will constitute when executed) legal, valid and binding
obligations of each Credit Party expressed to be a party thereto enforceable in accordance with their respective terms.


      


8.03
No Violation.  The entry into and performance of this Agreement, the other Credit Documents and the transactions contemplated
hereby and thereby do not and will not conflict with:


 


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



 


		(b)	the
                                         constitutional documents of any Credit Party; or



 


		(c)	except
                                         as set forth on Schedule 8.03, any agreement or document to which any member of the NCLC
                                         Group is a party or which is binding upon such Credit Party or any of its assets, nor
                                         result in the creation or imposition of any Lien on a Credit Party or its assets pursuant
                                         to the provisions of any such agreement or document (it being understood that the Term
                                         Loan Facilities shall create a subordinated Lien on certain Collateral).



 


8.04
Governmental Approvals. Except for the filing of those Security Documents which require registration in the Companies Registries
in England and Wales, the Federal Republic of Germany, the Bahamas, any state of the United States of America and/or with the
Registrar of Companies in Bermuda, which filing must be completed within 21 days of the execution and delivery of the relevant
Security Document(s) in the case of England and Wales, and for the registration of the Vessel Mortgage through the Bahamas Maritime
Authority (if the Vessel is flagged in the Bahamas) or such other relevant authority (if the Vessel is flagged in another Acceptable
Flag Jurisdiction), all authorizations, approvals, consents, licenses, exemptions, filings, registrations, notarizations and other
matters, official or otherwise, required in connection with the entry into, performance, validity and enforceability of this Agreement
and each of the other Credit Documents and the transactions contemplated thereby have been obtained or effected and are in full
force and effect except for matters in respect of (x) the Construction Risk Insurance and the Refund Guarantees (in each case
only to the extent that such Collateral has not yet been delivered) and (y) Collateral to be delivered on the Delivery Date.


 






    	 	-53-	 



     


    

 


8.05
Financial Statements; Financial Condition.  (a)(i) The audited consolidated balance sheets of the Parent and its Subsidiaries
as at December 31, 2007, December 31, 2008 and December 31, 2009 and the unaudited consolidated balance sheets of the Parent and
its Subsidiaries as at June 30, 2010 and the related consolidated statements of operations and of cash flows for the fiscal years
or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements,
an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition
of the Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows
for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related
schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except
as approved by the aforementioned firm of accountants and disclosed therein).


 


(ii)      The
pro forma consolidated balance sheet of the Parent and its Subsidiaries as of June 30, 2010 (after giving effect to the
Transaction and the financing therefor), a copy of which has been furnished to the Lenders prior to the Initial Borrowing Date,
presents a good faith estimate in all material respects of the pro forma consolidated financial position of the Parent
and its Subsidiaries as of such date.


 


(b)       Since
December 31, 2009, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect.


 


8.06
Litigation. No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency (including
but not limited to investigative proceedings) are current or pending or, to the Parent or the Borrower’s knowledge, threatened,
which might, if adversely determined, have a Material Adverse Effect.


 


8.07
True and Complete Disclosure. Each Credit Party has fully disclosed in writing to the Facility Agent all facts relating
to such Credit Party which it knows or should reasonably know and which might reasonably be expected to influence the Lenders
in deciding whether or not to enter into this Agreement.


 


8.08
Use of Proceeds. All proceeds of the Loans (other than Deferred Loans, which shall be used only for the purpose of paying
the principal portion of the repayment instalment of a Loan due on each Repayment Date falling during the Deferral Period) may
be used only to finance (i) up to 80% of the Adjusted Construction Price of the Vessel and (ii) up to 100% of the Hermes Premium.


 


8.09
Tax Returns and Payments. The NCLC Group have complied with all taxation laws in all jurisdictions in which it is subject
to Taxation and has paid all material Taxes due and payable by it; no material claims are being asserted against it with respect
to Taxes, which might, if such claims were successful, have a material adverse effect on the ability of any Credit Party to perform
its obligations under the Credit Documents or could otherwise be reasonably expected to have a Material Adverse Effect. As at
the Effective Date all amounts payable by the Parent and the Borrower hereunder may be made free and clear of and without deduction
for or on account of any Taxation in the Parent and the Borrower’s jurisdiction.


 






    	 	-54-	 



     


    

 


8.10
No Material Misstatements. (a) All written information (other than the Projections, estimates and information of a general
economic nature or general industry nature) (the “Information”) concerning the Parent and its Subsidiaries,
and the transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available
to any Lenders or any Agent in connection with the transactions contemplated hereby, when taken as a whole, was true and correct
in all material respects, as of the date such Information was furnished to the Lenders or any Agent and as of the Effective Date
and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material
fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the
circumstances under which such statements were made.


 


(b)      The
Projections and estimates and information of a general economic nature prepared by or on behalf of the Parent, the Borrower or
any of their respective representatives and that have been made available to any Lenders or any Agent in connection with the transactions
contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Parent, the Borrower to be reasonable
as of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such
Projections and estimates were furnished to the Lenders and as of the Effective Date, and (ii) as of the Effective Date, have
not been modified in any material respect by the Parent or the Borrower.


 


8.11
The Security Documents. (a) None of the Collateral is subject to any Liens except Permitted Liens.


 


(b)      The
security interests created under the Share Charge in favor of the Collateral Agent, as pledgee, for the benefit of the Secured
Creditors, constitute perfected security interests in the Share Charge Collateral described in the Share Charge, subject to no
security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection
or priority of) the security interests created in the Share Charge Collateral under the Share Charge other than with respect to
that portion of the Share Charge Collateral constituting a “general intangible” under the UCC. The filings on Form
UCC-1 made pursuant to the Share Charge will perfect a security interest in the Collateral covered by the Share Charge to the
extent a security interest in such Collateral may be perfected by such filings.


 


(c)      After
the execution and registration thereof, the Vessel Mortgage will create, as security for the obligations purported to be secured
thereby, a valid and enforceable perfected security interest in and mortgage lien on the Vessel in favor of the Collateral Agent
(or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior
to the rights of all third Persons (except that the security interest and mortgage lien created on the Vessel may be subject to
the Permitted Liens related thereto) and subject to no other Liens (other than Permitted Liens related thereto).


 


(d)      After
the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of
the Security Documents will create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and
enforceable fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties
party thereto in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 7.02, 8.04 and this Section
8.11 and the definition of “Collateral and Guaranty Requirements,” no filings or recordings are required in order
to perfect the security interests created under any Security Document except for filings or recordings which shall have been made
on or prior to the execution of such Security Document.


 






    	 	-55-	 



     


    

 


8.12
Capitalization. All the Capital Stock, as set forth on Schedule 8.12, in the Borrower and each other Credit Party (other
than the Parent) is legally and beneficially owned directly or indirectly by the Parent and, except as permitted by Section 10.02,
such structure shall remain so until the Maturity Date.


 


8.13
Subsidiaries. On and as of the Initial Borrowing Date, other than in respect of Dormant Subsidiaries (i)
the Parent has no Subsidiaries other than those Subsidiaries listed on Schedule 8.13
which Schedule identifies the correct legal name, direct owner, percentage ownership and jurisdiction of organization of
the Borrower and each such other Subsidiary on the date hereof, (ii) all outstanding
shares of the Borrower and each other Subsidiary of the Parent have been duly
and validly issued, are fully paid and non-assessable and have been issued free of preemptive rights,
and (iii) neither the Borrower nor any Subsidiary of the Parent has outstanding any securities convertible into or exchangeable
for its Capital Stock or outstanding any right to subscribe for or to purchase, or any options or warrants for the purchase of,
or any agreement providing for the issuance (contingent or otherwise) of or any calls, commitments or claims of any character
relating to, its Capital Stock or any stock appreciation or similar rights.


 


8.14
Compliance with Statutes, etc. The Parent and each of its Subsidiaries is in compliance in all material respects with all
applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic
or foreign, in respect of the conduct of its business and the ownership of its property, except such noncompliances as could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


8.15
Winding-up, etc. None of the events contemplated in clauses (a), (b), (c) or (d) of Section 11.05 has occurred with respect
to any Credit Party.


 


8.16
No Default. No event has occurred which constitutes a Default or Event of Default under or in respect of any Credit Document
to which any Credit Party is a party or by which the Parent or any of its Subsidiaries may be bound (including (inter alia) this
Agreement) and no event has occurred which constitutes a default under or in respect of any agreement or document to which any
Credit Party is a party or by which any Credit Party may be bound, except to an extent as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


8.17
Pollution and Other Regulations. Each of the Credit Parties:


     


(a)     is
in compliance with all applicable federal, state, local, foreign and international laws, regulations, conventions and agreements
relating to pollution prevention or protection of human health or the environment (including, without limitation, ambient air,
surface water, ground water, navigable waters, water of the contiguous zone, ocean waters and international waters), including
without limitation, laws, regulations, conventions and agreements relating to (i) emissions, discharges, releases or threatened
releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous materials, oil, hazard substances, petroleum
and petroleum products and by-products (“Materials of Environmental Concern”) or (ii) Environmental Law;


 






    	 	-56-	 



     


    

 


(b)     has
all permits, licenses, approvals, rulings, variances, exemptions, clearances, consents or other authorizations required under
applicable Environmental Law (“Environmental Approvals”) and is in compliance with all Environmental Approvals
required to operate its business as presently conducted or as reasonably anticipated to be conducted;


 


(c)     has
not received any notice, claim, action, cause of action, investigation or demand by any other person, alleging potential liability
for, or a requirement to incur, investigatory costs, clean-up costs, response and/or remedial costs (whether incurred by a governmental
entity or otherwise), natural resources damages, property damages, personal injuries, attorneys’ fees and expenses or fines
or penalties, in each case arising out of, based on or resulting from (i) the presence or release or threat of release into the
environment of any Materials of Environmental Concern at any location, whether or not owned by such person or (ii) Environmental
Claim,


 


(A)     which
is, or are, in each case, material; and


 


(B)     there
are no circumstances that may prevent or interfere with such full compliance in the future.


 


There
are no Environmental Claims pending or threatened against any of the Credit Parties which the Parent or the Borrower, in its reasonable
opinion, believes to be material.


 


There
are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the
release, emission, discharge or disposal of any Materials of Environmental Concern, that the Parent or the Borrower reasonably
believes could form the basis of any bona fide material Environmental Claim against any of the Credit Parties.


 


8.18
Ownership of Assets. Except as permitted by Section 10.02, each member of the NCLC Group has good and marketable title
to all its assets which is reflected in the audited accounts referred to in Section 8.05(a).


 


8.19
Concerning the Vessel. As of the Delivery Date, (a) the name, registered owner, official number, and jurisdiction of registration
and flag of the Vessel shall be set forth on Schedule 8.19 (as updated from time to time by the Borrower pursuant to Section 9.13
with respect to flag jurisdiction, and otherwise (with respect to name, registered owner, official number and jurisdiction of
registration) upon advance notice and in a manner that does not interfere with the Lenders’ Liens on the Collateral, provided
that each applicable Credit Party shall take all steps requested by the Collateral Agent to preserve and protect the Liens created
by the Security Documents on the Vessel) and (b) the Vessel is and will be operated in material compliance with all applicable
law, rules and regulations.


 


8.20
Citizenship. None of the Credit Parties has an establishment in the United Kingdom within the meaning of the Overseas Companies
Regulation 2009 or a place of business in the United States (in each case, except as already disclosed) or any other jurisdiction
which requires any of the Security Documents to be filed or registered in that jurisdiction to ensure the validity of the Security
Documents to which it is a party unless (x) all such filings and registrations have been made or will be made as provided in Sections
7.02, 8.04 and 8.11 and the definition of “Collateral and Guaranty Requirements” and (y) prompt notice of the establishment
of such a place of business is given to the Facility Agent and the requirements set forth in Section 9.10 have been satisfied.
The Borrower and each other Credit Party which owns or operates, or will own or operate, the Vessel at any time is, or will be,
qualified to own and operate the Vessel under the laws of the Bahamas or such other jurisdiction in which the Vessel is permitted,
or will be permitted, to be flagged in accordance with the terms of Section 9.13.


 






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8.21
Vessel Classification. The Vessel is or will be as of the Delivery Date, classified in the highest class available for
vessels of its age and type with a classification society listed on Schedule 8.21 hereto or another internationally recognized
classification society reasonably acceptable to the Collateral Agent, free of any overdue conditions or recommendations.


 


8.22
No Immunity. None of the Credit Parties nor any of their respective assets enjoys any right of immunity (sovereign or otherwise)
from set-off, suit or execution in respect of their obligations under this Agreement or any of the other Credit Documents or by
any relevant or applicable law.


 


8.23
Fees, Governing Law and Enforcement. No fees or taxes, including, without limitation, stamp, transaction, registration
or similar taxes, are required to be paid to ensure the legality, validity, or enforceability of this Agreement or any of the
other Credit Documents other than recording taxes which have been, or will be, paid as and to the extent due. Under the laws of
the Bahamas or any other jurisdiction where the Vessel is flagged, the choice of the laws of England as set forth in the Credit
Documents which are stated to be governed by the laws of England is a valid choice of law, and the irrevocable submission by each
Credit Party to jurisdiction and consent to service of process and, where necessary, appointment by such Credit Party of an agent
for service of process, in each case as set forth in such Credit Documents, is legal, valid, binding and effective.


 


8.24
Form of Documentation. Each of the Credit Documents is in proper legal form (under the laws of England, the Bahamas, Bermuda
and each other jurisdiction where the Vessel is flagged or where the Credit Parties are domiciled) for the enforcement thereof
under such laws. To ensure the legality, validity, enforceability or admissibility in evidence of each such Credit Document in
England, the Bahamas and/or Bermuda it is not necessary that any Credit Document or any other document be filed or recorded with
any court or other authority in England, the Bahamas and Bermuda, except as have been made, or will be made, in accordance with
Section 5, 6, 7 and 8, as applicable.


 


8.25
Pari Passu or Priority Status. The claims of the Agents and the Lenders against the Parent or the Borrower under this Agreement
will rank at least pari passu with the claims of all unsecured creditors of the Parent or the Borrower (other than claims of such
creditors to the extent that they are statutorily preferred) and in priority to the claims of any creditor of the Parent or the
Borrower who is also a Credit Party.


 


8.26
Solvency. The Credit Parties, taken as a whole, are and shall remain, after the advance to them of the Loans or any of
such Loans, solvent in accordance with the laws of Bermuda, the United States, England and the Bahamas and in particular with
the provisions of the Bankruptcy Code and the requirements thereof.


 






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8.27
No Undisclosed Commissions. There are and will be no commissions, rebates, premiums or other payments by or to or on account
of any Credit Party, their shareholders or directors in connection with the Transaction as a whole other than as disclosed to
the Facility Agent or any other Agent in writing.


 


8.28
Completeness of Documentation. The copies of the Management Agreements, Construction Contract, each Refund Guarantee, and
to the extent applicable, each Supervision Agreement delivered to the Facility Agent are true and complete copies of each such
document constituting valid and binding obligations of the parties thereto enforceable in accordance with their respective terms
and no amendments thereto or variations thereof have been agreed nor has any action been taken by the parties thereto which would
in any way render such document inoperative or unenforceable, unless replaced by a management agreement or management agreements,
refund guarantees or, to the extent applicable, a supervision agreement, as the case may be, reasonably satisfactory to the Facility
Agent.


 


8.29
Money Laundering. Any borrowing by the Borrower hereunder, and the performance of its obligations hereunder and under the
other Security Documents, will be for its own account and will not, to the best of its knowledge, involve any breach by it of
any law or regulatory measure relating to “money laundering” as defined in Article 1 of the Directive (2005/EC/60)
of the European Parliament and of the Council of the European Communities.


 


SECTION
9. Affirmative Covenants. The Parent and the Borrower hereby covenant and agree that on and after the Initial Borrowing
Date and until the Total Commitments have terminated and the Loans, together with interest, Commitment Commission and all other
obligations incurred hereunder and thereunder, are paid in full (other than contingent indemnification and expense reimbursement
claims for which no claim has been made):


 


9.01
Information Covenants. The Parent will provide to the Facility Agent (or will procure the provision of):


 


(a)       Quarterly
Financial Statements. Within 60 days after the close of the first three fiscal quarters in each fiscal year of the Parent,
the consolidated balance sheets of the Parent and its Subsidiaries as at the end of such quarterly accounting period and the related
consolidated statements of operations and cash flows, in each case for such quarterly accounting period and for the elapsed portion
of the fiscal year ended with the last day of such quarterly accounting period, and in each case, setting forth comparative figures
for the related periods in the prior fiscal year, all of which shall be certified by a financial officer of the Borrower, subject
to normal year-end audit adjustments and the absence of footnotes;


 


(b)       Annual
Financial Statements. Within 120 days after the close of each fiscal year of the Parent, the consolidated balance sheets of
the Parent and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of operations
and changes in shareholders’ equity and of cash flows for such fiscal year setting forth comparative figures for
the preceding fiscal year and audited by independent certified public accountants
of recognized international standing, together with an opinion of such accounting
firm (which opinion shall not be qualified as to scope of audit or as to the status
of the Parent as a going concern) to the effect that such consolidated
financial statements fairly present, in all material respects, the financial position
and results of operations of the Parent and its Subsidiaries on a consolidated
basis in accordance with GAAP;


 






    	 	-59-	 



     


    

 


(c)       Valuations.
After the Delivery Date, together with delivery of the financial statements described in Section 9.01(b) for each fiscal year,
and at any other time within 15 days of a written request from the Facility Agent, an appraisal report of recent date (but in
no event earlier than 90 days before the delivery of such reports) from one Approved Appraiser or such other independent firm
of shipbrokers or shipvaluers nominated by the Borrower and approved by the Facility Agent (acting on the instructions of the
Required Lenders) or failing such nomination and approval, appointed by the Facility Agent (acting on such instructions) in its
sole discretion (each such valuation to be made without, unless reasonably required by the Facility Agent, physical inspection
and on the basis of a sale for prompt delivery for cash at arm’s length on normal commercial terms as between a willing
buyer and a willing seller without taking into account the benefit of any charterparty or other engagement concerning the Vessel),
stating the then current fair market value of the Vessel. All such appraisals shall be conducted by, and made at the expense of,
the Borrower (it being understood that the Facility Agent may and, at the request of the Lenders, shall, upon prior written notice
to the Borrower (which notice shall identify the names of the relevant appraisal firms), obtain such appraisals and that the cost
of all such appraisals will be for the account of the Borrower); provided that, unless an Event of Default shall then be
continuing, in no event shall the Borrower be required to pay for appraisal reports from one appraiser on more than one occasion
in any fiscal year of the Borrower, with the cost of any such reports in excess thereof to be paid by the Lenders on a pro
rata basis;


 


(d)       Filings.
Promptly, copies of all financial information, proxy materials and other information and reports, if any, which the Parent or
any of its Subsidiaries shall file with the Securities and Exchange Commission (or any successor thereto);


 


(e)       Projections.
(i) As soon as practicable (and in any event within 120 days after the close of each fiscal year), commencing with the fiscal
year ending December 31, 2010, annual cash flow projections on a consolidated basis of the NCLC Group showing on a monthly basis
advance ticket sales (for at least 12 months following the date of such statement) for the NCLC Group;


 


(ii)       As
soon as practicable (and in any event not later than January 31 of each fiscal year):


 


		(x)	a
                                         budget for the NCLC Group for such new fiscal year including a 12 month liquidity budget
                                         for such new fiscal year;



 


		(y)	updated
                                         financial projections of the NCLC Group for at least the next five years (including an
                                         income statement and quarterly break downs for the first of those five years); and



 






    	 	-60-	 



     


    

 


		(z)	an
                                         outline of the assumptions supporting such budget and financial projections including
                                         but without limitation any scheduled drydockings;



 


(f)       Officer’s
Compliance Certificates. As soon as practicable (and in any event within 60 days after the close of each of the first three
quarters of its fiscal year and within 120 days after the close of each fiscal year), a statement signed by one of the Parent’s
financial officers substantially in the form of Exhibit M (commencing with the fourth quarter of the fiscal year ending December
31, 2010) and such other information as the Facility Agent may reasonably request;


 


(g)       Litigation.
On a quarterly basis, details of any material litigation, arbitration or administrative proceedings affecting any Credit Party
which are instituted and served, or, to the knowledge of the Parent or the Borrower, threatened (and for this purpose proceedings
shall be deemed to be material if they involve a claim in an amount exceeding $25,000,000 or the equivalent in another currency);


 


(h)       Notice
of Event of Default. Promptly upon (i) any Credit Party becoming aware thereof (and in any event within three Business Days),
notification of the occurrence of any Event of Default and (ii) the Facility Agent’s request from time to time, a certificate
stating whether any Credit Party is aware of the occurrence of any Event of Default;


 


(i)        Status
of Foreign Exchange Arrangements. Promptly upon reasonable request from any Joint Lead Arranger through the Facility Agent,
an update on the status of the Parent and the Borrower’s foreign exchange arrangements with respect to the Vessel and the
Term Loan Facilities, the Other Export Credit Facility and this Agreement;


 


(j)       Other
Information. Promptly, such further information in its possession or control regarding its financial condition and operations
and those of any company in the NCLC Group as the Facility Agent may reasonably request; and


 


(k)       Principles
Information Package. The Borrower shall supply to the Facility Agent as soon as the same become available, but in any event
within five, 10 and 30 days after the end of, respectively, each monthly, bi-monthly and quarterly period beginning on April 1,
2020, the information required by section (F) of the Principles Information Package, with such information to be in reasonable
detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent.


 


All
accounts required under this Section 9.01 shall be prepared in accordance with GAAP and shall fairly represent in all material
respects the financial condition of the relevant company.


 


9.02
Books and Records; Inspection. The Parent will keep, and will cause each of its Subsidiaries to keep, proper books of record
and account in all material respects, in which materially proper and correct entries shall be made of all financial transactions
and the assets, liabilities and business of the Parent and its Subsidiaries in accordance with GAAP. The Parent will, and will
cause each of its Subsidiaries to, permit officers and designated representatives of the Facility Agent at the reasonable request
of any Joint Lead Arranger to visit and inspect, under guidance of officers of the Parent or such Subsidiary, any of the properties
of the Parent or such Subsidiary, and to examine the books of account of the Parent or such Subsidiary and discuss the affairs,
finances and accounts of the Parent or such Subsidiary with, and be advised as to the same by, its and their officers and independent
accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the
Facility Agent at the reasonable request of any such Joint Lead Arranger may reasonably request.


 






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9.03
Maintenance of Property; Insurance. The Parent will (x) keep, and will procure that each of its Subsidiaries keeps, all
of its real property and assets properly maintained and in existence and will comprehensively insure, and will procure that each
of its Subsidiaries comprehensively insures, for such amounts and of such types as would be effected by prudent companies carrying
on business similar to the Parent or its Subsidiaries (as the case may be) and (y) as of the Delivery Date, maintain (or cause
the Borrower to maintain) insurance (including, without limitation, hull and machinery, war risks, loss of hire (if applicable),
protection and indemnity insurance as set forth on Schedule 9.03 (the “Required Insurance”) with respect to
the Vessel at all times.


 


9.04
Corporate Franchises. The Parent will, and will cause each of its Subsidiaries to, do all such things as are necessary
to maintain its corporate existence (except as permitted by Section 10.02) in good standing and will ensure that it has the right
and is duly qualified to conduct its business as it is conducted in all applicable jurisdictions and will obtain and maintain
all franchises and rights necessary for the conduct of its business, except, in the case of Subsidiaries that are not Credit Parties,
to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


9.05
Compliance with Statutes, etc. The Parent will, and will cause each of its Subsidiaries to, comply with all applicable
statutes, regulations and orders of, and all applicable restrictions (including all laws and regulations relating to money laundering)
imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property,
except such non-compliances as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


9.06
Hermes Cover. (a) The terms and conditions of the Hermes Cover are incorporated herein and in so far as they impose terms,
conditions and/or obligations on the Collateral Agent and/or the Facility Agent and/or the Hermes Agent and/or the Lenders in
relation to the Borrower or any other Credit Party then such terms, conditions and obligations are binding on the parties hereto
and further in the event of any conflict between the terms of the Hermes Cover and the terms hereof the terms of the Hermes Cover
shall be paramount and prevail. For the avoidance of doubt, neither the Parent nor the Borrower has any interest or entitlement
in the proceeds of the Hermes Cover. In particular, but without limitation, the Borrower shall pay any difference between the
amount of the Loans drawn to pay the Hermes Premium, and the Hermes Premium.


 


(b)       The
Borrower shall at all times promptly pay all due and owing Hermes Premium.


 






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9.07
End of Fiscal Years. The Parent and the Borrower will maintain their fiscal year ends as in effect on the Effective Date.


 


9.08
Performance of Credit Document Obligations. The Parent will, and will cause each of its Subsidiaries to, perform all of
its obligations under the terms of each mortgage, indenture, security agreement and other debt instrument (including, without
limitation, the Credit Documents) by which it is bound, except such non-performances as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


9.09
Payment of Taxes. The Parent will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all
material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties
belonging to it, in each case on a timely basis, and all lawful claims which, if unpaid, might become a Lien not otherwise permitted
under Section 10.01, provided that neither the Parent nor any of its Subsidiaries shall be required to pay any such tax, assessment,
charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves
with respect thereto in accordance with generally accepted accounting principles.


 


9.10
Further Assurances. (a) The Borrower will, from time to time on being required to do so by the Facility Agent or the Hermes
Agent, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form reasonably
satisfactory to the Facility Agent or the Hermes Agent (as the case may be) as the Facility Agent or the Hermes Agent may reasonably
consider necessary for giving full effect to any of the Credit Documents or securing to the Agents and/or the Lenders or any of
them the full benefit of the rights, powers and remedies conferred upon the Agents and/or the Lenders or any of them in any such
Credit Document.


 


(b)       The
Borrower hereby authorizes the Collateral Agent to file one or more financing or continuation statements under the UCC (or any
non-U.S. equivalent thereto), and amendments thereto, relative to all or any part of the Collateral without the signature of the
Borrower, where permitted by law. The Collateral Agent will promptly send the Borrower a copy of any financing or continuation
statements which it may file without the signature of the Borrower and the filing or recordation information with respect thereto.


 


(c)       The
Parent will cause each Subsidiary of the Parent which owns any direct interest in the Borrower promptly following such Subsidiary’s
acquisition of such interest, to execute and deliver a counterpart to the Share Charge (or, if requested by the Facility Agent,
a joinder agreement in respect of the Intercreditor Agreement (if applicable)) and, in connection therewith, promptly execute
and deliver all further instruments, and take all further action, that the Facility Agent may reasonably require (including, without
limitation, the provision of officers’ certificates, resolutions, good standing certificates and opinions of counsel, in
each case to the reasonable satisfaction of the Facility Agent).


 


(d)       If
at any time the Borrower shall enter into a Supervision Agreement pursuant to the Construction Contract, the Borrower shall, substantially
simultaneously therewith, duly authorize, execute and deliver a valid and effective first-priority legal assignment in favor of
the Collateral Agent of all of the Borrower’s present and future interests in and benefits under such Supervision Agreement,
which such assignment shall be in form and substance reasonably acceptable to the Facility Agent, and customary for this type
of transaction.


 






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9.11
Ownership of Subsidiaries. Other than “director qualifying shares” and similar requirements, the Parent shall
at all times directly or indirectly own 100% of the Capital Stock or other Equity Interests of the Borrower (except as permitted
by Section 10.02).


 


9.12
Consents and Registrations. The Parent and the Borrower shall obtain (and shall, at the request of the Facility Agent,
promptly furnish certified copies to the Facility Agent of) all such authorizations, approvals, consents, licenses and exemptions
as may be required under any applicable law or regulation to enable it or any Credit Party to perform its obligations under, and
ensure the validity or enforceability of, each of the Credit Documents are obtained and promptly renewed from time to time and
will procure that the terms of the same are complied with at all times. Insofar as such filings or registrations have not been
completed on or before the Initial Borrowing Date, the Borrower will procure the filing or registration within applicable time
limits of each Security Document which requires filing or registration together with all ancillary documents required to preserve
the priority and enforceability of the Security Documents.


 


9.13
Flag of Vessel. (a) The Borrower shall cause the Vessel to be registered under the laws and flag of the Bahamas or, provided
that the requirements of a Flag Jurisdiction Transfer are satisfied, another Acceptable Flag Jurisdiction. Notwithstanding the
foregoing, the relevant Credit Party may transfer the Vessel to an Acceptable Flag Jurisdiction pursuant to the requirements set
forth in the definition of “Flag Jurisdiction Transfer”.


 


(b)       Except
as permitted by Section 10.02, the Borrower will own the Vessel and will procure that the Vessel is traded within the NCLC Fleet
from the Initial Borrowing Date until the Maturity Date.


 


(c)       The
Borrower will at all times engage the Manager (or a replacement manager reasonably acceptable to the Facility Agent) to provide
the commercial and technical management and crewing of the Vessel.


 


9.14
“Know Your Customer” and Other Similar Information. The Parent will, and will cause the Credit Parties, to
provide (i) the “Know Your Customer” information required pursuant to the PATRIOT Act and applicable money laundering
provisions and (ii) such other documentation and evidence necessary in order for the Lenders to carry out and be reasonably satisfied
with other similar checks under all applicable laws and regulations pursuant to the Transaction and the Hermes Cover, in each
case as requested by the Facility Agent, the Hermes Agent or any Lender in connection with each of the Facility Agent’s,
the Hermes Agent’s and each Lender’s internal compliance regulations.


 


SECTION
10. Negative Covenants. The Parent and the Borrower hereby covenant and agree that on and after the Initial Borrowing Date
and until all Commitments have terminated and the Loans, together with interest, Commitment Commission and all other Credit Document
Obligations incurred hereunder and thereunder, are paid in full (other than contingent
indemnification and expense reimbursement claims for which no claim has been made):


 






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10.01
Liens. The Parent will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any
Lien upon or with respect to any Collateral, whether now owned or hereafter acquired, or sell any such Collateral subject to an
understanding or agreement, contingent or otherwise, to repurchase such Collateral (including sales of accounts receivable with
recourse to the Parent or any of its Subsidiaries); provided that the provisions of this Section 10.01 shall not prevent the creation,
incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):


 


(i)       inchoate
Liens for taxes, assessments or governmental charges or levies not yet due and payable or Liens for taxes, assessments or governmental
charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established
in accordance with generally accepted accounting principles;


 


(ii)      Liens
imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for Borrowed Money, such
as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the
ordinary course of business, and (x) which do not in the aggregate materially detract from the value of the Collateral and
do not materially impair the use thereof in the operation of the business of the Parent or such Subsidiary or (y) which are
being contested in good faith by appropriate proceedings, which proceedings (or orders entered in connection with such proceedings)
have the effect of preventing the forfeiture or sale of the Collateral subject to any such Lien;


 


(iii)     Liens
in existence on the Effective Date which are listed, and the property subject thereto described, in Schedule 10.01, without giving
effect to any renewals or extensions of such Liens, provided that the aggregate principal amount of the Indebtedness, if
any, secured by such Liens does not increase from that amount outstanding on the Effective Date, less any repayments of principal
thereof;


 


(iv)     Liens
created pursuant to the Security Documents including, without limitation, Liens created in relation to any Interest Rate Protection
Agreement or Other Hedging Agreement;


 


(v)      Liens
arising out of judgments, awards, decrees or attachments with respect to which the Parent or any of its Subsidiaries shall in
good faith be prosecuting an appeal or proceedings for review, provided that the aggregate amount of all such judgments,
awards, decrees or attachments shall not constitute an Event of Default under Section 11.09;


 


(vi)     Liens
in respect of seamen’s wages which are not past due and other maritime Liens arising in the ordinary course of business
up to an aggregate amount of $10,000,000; 


 


(vii)    Liens
securing the obligations under each Term Loan Facility and any interest rate protection agreement or other hedging agreement in
connection therewith, provided that such Liens are subject to the provisions of the Intercreditor Agreement; and


 


(vii)    Liens
which rank after the Liens created by the Security Documents to secure the performance of bids, tenders, bonds or contracts; provided
that (a) such bids, tenders, bonds or contracts directly relate to the Vessel,
are incurred in the ordinary course of business and do not relate to the incurrence of Indebtedness for Borrowed Money, and (b)
at any time outstanding, the aggregate amount of Liens under this clause (vii) shall not secure greater than $25,000,000 of obligations.



 






    	 	-65-	 



     


    

 


In connection
with the granting of Liens described above in this Section 10.01 by the Parent or any of its Subsidiaries, the Facility Agent
and the Collateral Agent shall be authorized to take any actions deemed appropriate by it in connection therewith (including,
without limitation, by executing appropriate lien subordination agreements in favor of the holder or holders of such Liens, in
respect of the item or items of equipment or other assets subject to such Liens).


 


10.02
Consolidation, Merger, Amalgamation, Sale of Assets, Acquisitions, etc. (a) The Parent will not, and will not permit any
of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any transaction of merger, amalgamation or consolidation,
or convey, sell, lease or otherwise dispose of all or substantially all of its property or assets, or make any Acquisitions, except
that:


 


(i)       any
Subsidiary of the Parent (other than the Borrower) may merge, amalgamate or consolidate with and into, or be dissolved or liquidated
into, the Parent or other Subsidiary of the Parent (other than the Borrower), so long as (x) in the case of any such merger, amalgamation,
consolidation, dissolution or liquidation involving the Parent, the Parent is the surviving or continuing entity of any such merger,
amalgamation, consolidation, dissolution or liquidation and (y) any security interests granted to the Collateral Agent for the
benefit of the Secured Creditors pursuant to the Security Documents in the assets of such Subsidiary shall remain in full force
and effect and perfected (to at least the same extent as in effect immediately prior to such merger, amalgamation, consolidation,
dissolution or liquidation) and all actions required to maintain said perfected status have been taken;


 


(ii)      the
Parent and any Subsidiary of the Parent may make dispositions of assets so long as such disposition is permitted pursuant to Section
10.02(b);


 


(iii)     the
Parent and any Subsidiary of the Parent (other than the Borrower) may make Acquisitions; provided that (x) the Parent provides
evidence reasonably satisfactory to the Required Lenders that the Parent will be in compliance with the financial undertakings
contained in Sections 10.06 to 10.09 after giving effect to such Acquisition on a pro forma basis and (y) no Default or Event
of Default will exist after giving effect to such Acquisition; and


 


(iv)     the
Parent and any Subsidiary of the Parent (other than the Borrower) may establish new Subsidiaries.


 


(b)       The
Parent will not, and will not permit any other company in the NCLC Group to, either in a single transaction or in a series of
transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all
or a substantial part of its assets except that the following disposals shall not be taken into account:


 






    	 	-66-	 



     


    

 


(i)       dispositions
made in the ordinary course of trading of the disposing entity (excluding a disposition of the Vessel or other Collateral) including
without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge
of any obligation incurred for value in the ordinary course of trading;


 


(ii)       dispositions
of cash raised or borrowed for the purposes for which such cash was raised or borrowed;


 


(iii)       dispositions
of assets (other than the Vessel or other Collateral) owned by any member of the NCLC Group in exchange for other assets comparable
or superior as to type and value;


 


(iv)       a
vessel (other than the Vessel or other Collateral) or any other asset owned by any member of the NCLC Group (other than the Borrower)
may be sold, provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s length
subject always to the provisions of any loan documentation for the financing of such vessel or other asset;


 


(v)       the
Credit Parties may sell, lease or otherwise dispose of the Vessel or sell 100% of the Capital Stock of the Borrower, provided
that such sale is made at fair market value, the Total Commitment is permanently reduced to $0, and the Loans are repaid in
full; and


 


(vi)       Permitted
Chartering Arrangements.


 


10.03
Dividends. (a) Subject to sub-clause (b) below, the Parent will not, and will not permit any of its Subsidiaries to, authorize,
declare or pay any Dividends with respect to the Parent or any of its Subsidiaries, except that:


 


(i)       Subsidiaries
of the Parent may pay Dividends to another member of the NCLC Group; provided that the Borrower shall procure that any
Dividends or other distributions and interest paid or payable in connection with such Dividends or other distributions to NCL
International Ltd., NCL America Holdings, LLC or Arrasas Limited shall be received promptly by the Parent directly or indirectly
by way of Dividend;


 


(ii)       the
Parent may pay Dividends in respect of the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary
or affiliated tax returns for each relevant jurisdiction of the NCLC Group or holder of the Parent’s Capital Stock with
respect to income taxable as a result of any member of the NCLC Group being taxed as a pass-through entity for U.S. Federal, state
and local income tax purposes or attributable to any member of the NCLC Group; and


 


(iii)       at
any time following the listing of the ordinary Capital Stock of the Parent (or parent company of the Parent) on an Approved Stock
Exchange, the Parent may pay Dividends in an amount not to exceed 50% of Consolidated Net Income of the Parent and its Subsidiaries
for the period (taken as one period) commencing on January 1, 2010 and ending on the date prior to such Dividend for which financial
statements are available so long as (x) no Default or Event or Default exists or would result from such Dividend and (y) at the
time of such Dividend and after giving effect thereto the ratio of Total Net Funded Debt to Consolidated EBITDA for the four consecutive
fiscal quarters last ended for which financial statements have been provided to the Facility Agent pursuant to Section 9.01 is
less than 5.50:1.00.


 






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(b)       The
Parent shall not authorize, declare or pay any Dividends between April 1, 2020 and the latest Maturity Date in respect of the
Deferred Loans, provided that any breach of this sub-clause shall not result in an Event of Default but will instead result in
a mandatory prepayment event under Section 4.02(d).


 


10.04
Advances, Investments and Loans. The Parent will not, and will not permit any other member of the NCLC Group to, purchase
or acquire any margin stock (or other Equity Interests) or any other asset, or make any capital contribution to or other investment
in any other Person (each of the foregoing an “Investment” and, collectively, “Investments”),
in each case either in a single transaction or in a series of transactions (whether related or not), except that the following
shall be permitted:


 


(i)       Investments
on arm’s length terms;


 


(ii)     
Investments for its use in its ordinary course of business;


 


(iii)     Investments
the cost of which is less than or equal to its fair market value at the
date of acquisition; and


 


(iv)    
Investments permitted by Section 10.02.


 


10.05
Transactions with Affiliates. (a) The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property
or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding,
loan, advance or guarantee with, or for the benefit of, any Affiliate of such Person (each of the foregoing, an “Affiliate
Transaction”) involving aggregate consideration in excess of $10,000,000, unless such Affiliate Transaction is on terms
that are not materially less favorable to the Parent or any Subsidiary of the Parent than those that could have been obtained
in a comparable transaction by such Person with an unrelated Person.


 


(b)       The
provisions of Section 10.05(a) shall not apply to the following:


 


(i)       transactions
between or among the Parent and/or any Subsidiary of the Parent (or an entity that becomes a Subsidiary of the Parent as a result
of such transaction) and any merger, consolidation or amalgamation of the Parent or any Subsidiary of the Parent and any direct
parent of the Parent, any Subsidiary of the Parent or, in the case of a Subsidiary of the Parent, the Parent; provided
that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock
of the Parent or such Subsidiary of the Parent, as the case may be, and such merger, consolidation or amalgamation is otherwise
in compliance with the terms of this Agreement and effected for a bona fide business purpose;


 






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(ii)     Dividends
permitted by Section 10.03 and Investments permitted by Section 10.04;


 


(iii)     the
payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of, officers,
directors, employees or consultants of the Parent or any Subsidiary of the Parent, any direct or indirect parent of the Parent;


 


(iv)     [intentionally
omitted];


 


(v)      any
agreement to pay, and the payment of, monitoring, management, transaction, advisory or similar fees (A) in an aggregate amount
in any fiscal year not to exceed the sum of (1) the greater of (i) 1% of Consolidated EBITDA of the Parent and (ii) $9,000,000,
plus reasonable out of pocket costs and expenses in connection therewith and unpaid amounts accrued for prior periods; plus (2)
any deferred fees (to the extent such fees were within such amount in clause (A)(1) above originally), plus (B) 2.0% of the value
of transactions with respect to which an Affiliate provides any transaction, advisory or other services;


 


(vi)     transactions
in which the Parent or any Subsidiary of the Parent, as the case may be, delivers to the Facility Agent a letter from an independent
financial advisor stating that such transaction is fair to the Parent or any Subsidiary of the Parent, as the case may be, from
a financial point of view or meets the requirements of Section 10.05(a);


 


(vii)    payments
or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the board
of directors of the Parent in good faith;


 


(viii)   any
agreement as in effect as of the Effective Date or any amendment thereto (so long as any such agreement together with all amendments
thereto, taken as a whole, is not more disadvantageous to the Lenders in any material respect than the original agreement as in
effect on the Effective Date) or any transaction contemplated thereby as determined in good faith by the Parent;


 


(ix)      (A)
transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating
to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with
the terms of this Agreement, which are fair to the Parent and its Subsidiaries in the reasonable determination of the Board of
Directors or the senior management of the Parent, or are on terms at least as favorable as might reasonably have been obtained
at such time from an unaffiliated party or (B) transactions with joint ventures or Subsidiaries of the Parent entered into in
the ordinary course of business and consistent with past practice or industry norm;


 






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(x)       the
issuance of Equity Interests (other than Disqualified Stock) of the Parent to any Person;


 


(xi)      the
issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment
arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the
Parent or any direct or indirect parent of the Issuer or of a Subsidiary of the Parent, as appropriate, in good faith;


 


(xii)     any
contribution to the capital of the Parent;


 


(xiii)    transactions
between the Parent or any Subsidiary of the Parent and any Person, a director of which is also a director of the Parent or a Subsidiary
of the Parent or any direct or indirect parent of the Parent; provided, however, that such director abstains from
voting as a director of the Parent or a Subsidiary of the Parent or such direct or indirect parent, as the case may be, on any
matter involving such other Person;


 


(xiv)    pledges
of Equity Interests of Subsidiaries of the Parent (other than the Borrower);


 


(xv)     the
formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in
the ordinary course of business;


 


(xvi)    any
employment agreements entered into by the Parent or any Subsidiary of the Parent in the ordinary course of business; and


 


(xvii)    transactions
undertaken in good faith (as certified by a responsible financial or accounting officer of the Parent in an officer’s certificate)
for the purpose of improving the consolidated tax efficiency of the Parent and its Subsidiaries and not for the purpose of circumventing
any provision set forth in this Agreement.


 


10.06
Free Liquidity. The Parent will not permit the Free Liquidity to be less than $50,000,000 at any time.


 


10.07
Total Net Funded Debt to Total Capitalization. The Parent will not permit the ratio of Total Net Funded Debt to Total Capitalization
to be greater than 0.70:1.00 at any time.


 


10.08
Collateral Maintenance. The Borrower will not permit the Appraised Value of the Vessel (such value, the “Vessel
Value”) to be less than 125% of the aggregate outstanding principal amount of Loans at such time; provided that,
so long as any non-compliance in respect of this Section 10.08 is not caused
by a voluntary Collateral Disposition, such non-compliance shall not constitute
a Default or an Event of Default so long as within 10 Business Days of the occurrence
of such default, the Borrower shall either (i) post additional collateral reasonably
satisfactory to the Required Lenders in favor of the Collateral Agent (it being
understood that cash collateral comprised of Dollars is satisfactory and that it shall be valued at par), pursuant to security
documentation reasonably satisfactory in form and substance to the Collateral Agent and the Joint Lead Arrangers, in
an aggregate amount sufficient to cure such non-compliance (and shall
at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii)
repay Loans in an amount sufficient to cure such non-compliance; provided,
further, that, subject to the last sentence in Section 9.01(c), the covenant in this Section 10.08 shall be tested
no more than once per calendar year beginning with the first calendar year end to occur after the Delivery Date in the absence
of the occurrence of an Event of Default which is continuing.


 






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10.09
Consolidated EBITDA to Consolidated Debt Service. The Parent will not permit the ratio of Consolidated EBITDA to Consolidated
Debt Service for the NCLC Group at the end of any fiscal quarter, computed for the period of the four consecutive fiscal quarters
ending as at the end of the relevant fiscal quarter, to be less than 1.25:1.00 unless the Free Liquidity of the NCLC Group at
all times during such period of four consecutive fiscal quarters ending as at the end of such fiscal quarter was equal to or greater
than $100,000,000.


 


10.10
Business; Change of Name. The Parent will not, and will not permit any of its Subsidiaries to, change its name, change
its address as indicated on Schedule 14.03A to an address outside the State of Florida, or make or threaten to make any substantial
change in its business as presently conducted or cease to perform its current business activities or carry on any other business
which is substantial in relation to its business as presently conducted if doing so would imperil the security created by any
of the Security Documents or affect the ability of the Parent or its Subsidiaries to duly perform its obligations under any Credit
Document to which it is or may be a party from time to time (it being understood that
name changes and changes of address to an address outside the State of Florida shall be permitted so long as new, relevant Security
Documents are executed and delivered (and if necessary, recorded) in a form reasonably satisfactory to the Collateral Agent),
in each case in the reasonable opinion of the Facility Agent; provided that any new leisure or hospitality venture embarked
upon by any member of the NCLC Group (other than the Parent) shall not constitute a substantial change in its business.


 


10.11
Subordination of Indebtedness. Other than the Sky Vessel Indebtedness, (i) the Parent shall procure that any and all of
its Indebtedness with any other Credit Party and/or any shareholder of the Parent is at all times fully subordinated to the Credit
Document Obligations and (ii) the Parent shall not make or permit to be made any repayments of principal, payments of interest
or of any other costs, fees, expenses or liabilities arising from or representing Indebtedness with any shareholder of the Parent.
Upon the occurrence of an Event of Default, the Parent shall not make any repayments of principal, payments of interest or of
any other costs, fees, expenses or liabilities arising from or representing Indebtedness with any other Credit Party (including,
for the avoidance of doubt, the Sky Vessel Indebtedness); provided that, notwithstanding anything set forth in this Agreement
to the contrary, the consent of the Lenders will be required for any (I) prepayment of the Sky Vessel Indebtedness in advance
of the scheduled repayments set forth in the memorandum of agreement referred to in the definition of Sky Vessel and (II) amendment
to the memorandum of agreement referred to in the definition of Sky Vessel to the extent that such amendment involves a material
change to terms of the financing arrangements set forth therein that is adverse to the interests of either the Parent or the Lenders
(including, without limitation, any change that is adverse to the interests of either the Parent or the Lenders (i) in the timing
and/or schedule of repayment applicable to such financing arrangements by more than five Business Days or (ii) in the interest
rate applicable to such financing arrangements).


 






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10.12
Activities of Borrower, etc. The Parent will not permit the Borrower to, and the Borrower will not:


 


(i)       issue
or enter into any guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other
Person, other than in the ordinary course of its business as owner of the Vessel;


 


(ii)       incur
any Indebtedness other than under the Credit Documents or other than in the ordinary course of its business as owner of the Vessel;
and


 


(iii)       engage
in any business or own any significant assets or have any material liabilities other than (i) its ownership of the Vessel and
(ii) those liabilities which it is responsible for under this Agreement and the other Credit Documents to which it is a party,
provided that the Borrower may also engage in those activities that are incidental to (x) the maintenance of its existence
in compliance with applicable law and (y) legal, tax and accounting matters in connection with any of the foregoing activities.


 


10.13
Material Amendments or Modifications of Construction Contracts. The Parent will not, and will not permit any of its Subsidiaries
to, make any material amendments, modifications or changes to any term or provision of the Construction Contract that would amend,
modify or change (i) the purpose of the Vessel or (ii) the Initial Construction Price in excess of 7.5% in the aggregate, in each
case unless such amendment, modification or change is approved in advance by the Facility Agent and the Hermes Agent and the same
could not reasonably be expected to be adverse to the interests of the Lenders or the Hermes Cover.


 


10.14
No Place of Business. None of the Credit Parties shall establish a place of business in the United Kingdom or the United
States of America, with the exception of those places of business already in existence on the Effective Date, unless prompt notice
thereof is given to the Facility Agent and the requirements set forth in Section 9.10 have been satisfied.


 


SECTION
11. Events of Default. Upon the occurrence of any of the following specified events (each an “Event of Default”):


 


11.01
Payments. The Borrower or any other Credit Party does not pay on the due date any amount of principal or interest on any
Loan (provided, however, that if any such amount is not paid when due solely by reason of some error or omission on the part of
the bank or banks through whom the relevant funds are being transmitted no Event of Default shall occur for the purposes of this
Section 11.01 until the expiry of three Business Days following the date on which such payment is due) or, within three days of
the due date any other amount, payable by it under any Credit Document to which it may at any time be a party, at the place and
in the currency in which it is expressed to be payable; or


 


11.02
Representations, etc. Any representation, warranty or statement made or repeated in, or in connection with, any Credit
Document or in any accounts, certificate, statement or opinion delivered by or on behalf of any Credit Party thereunder or in
connection therewith is materially incorrect when made or would, if repeated at any time hereafter by reference to the facts subsisting
at such time, no longer be materially correct; or


 






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11.03
Covenants. Any Credit Party shall (i) default in the due performance or observance by it of any term, covenant or agreement
contained in Section 9.01(h), Section 9.06, Section 9.11, or Section 10 or (ii) default in the due performance or observance by
it of any other term, covenant or agreement contained in this Agreement or any other Credit Document and, in the case of this
clause (ii), such default shall continue unremedied for a period of 30 days after written notice to the Borrower by the Facility
Agent or any of the Lenders, provided that any default in the due performance or observance of any term, covenant or agreement
contained in Section 10.06, Section 10.07 or Section 10.09 arising between April 1, 2020 and March 31, 2021 shall not constitute
an Event of Default, unless during such period a mandatory prepayment event has occurred under Section 4.02(d), an Event of Default
has occurred under Section 11.05 or a Credit Party has entered into a restructuring, arrangement or composition with or for the
benefit of its creditors; or


 


11.04
Default Under Other Agreements. (a) Any event of default occurs under any financial contract or financial document relating
to any Indebtedness of any member of the NCLC Group;


 


(b)       Any
such Indebtedness or any sum payable in respect thereof is not paid when due (after the expiry of any applicable grace period(s))
whether by acceleration or otherwise;


 


(c)       Any
Lien over any assets of any member of the NCLC Group becomes enforceable; or


 


(d)       Any
other Indebtedness of any member of the NCLC Group is not paid when due or is or becomes capable of being declared due prematurely
by reason of default or any security for the same becomes enforceable by reason of default,


 


provided
that:


 


(i)       it
shall not be a Default or Event of Default under this Section 11.04 unless the principal amount of the relevant Indebtedness as
described in preceding clauses (a) through (d), inclusive, exceeds $15,000,000;


 


(ii)      no
Event of Default will arise under clauses (a), (c) and/or (d) until the earlier of (x) 30 days following the occurrence of the
related event of default, Lien becoming enforceable or Indebtedness becoming capable of being declared due prematurely, as the
case may be, and (y) the acceleration of the relevant Indebtedness or the enforcement of the relevant Lien;


 


(iii)     if
at any time hereafter the Parent or any other member of the NCLC Group agrees to the incorporation of a cross default provision
into any financial contract or financial document relating to any Indebtedness that is more onerous than this Section 11.04, then
the Parent shall immediately notify the Facility Agent and that cross default provision shall be deemed to apply to this Agreement
as if set out in full herein with effect from the date of such financial contract or financial document and during the term of
that financial contract or financial document; and


 


(iv)     no
Event of Default will arise under this Section 11.04 if caused solely as a result of breach of financial covenants equivalent
to those set forth in Section 10.06, Section 10.07 or Section 10.09 that occurs during the Deferral Period under or in relation
to any other Hermes-backed facility agreement to which the Parent is a party and to which the Principles apply, unless at the
time of such default a mandatory prepayment event has occurred and is continuing under Section 4.02(d); or


 






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11.05
Bankruptcy, etc. (a) Other than as expressly permitted in Section 10, any order is made or an effective resolution passed
or other action taken for the suspension of payments or dissolution, termination of existence, liquidation, winding-up or bankruptcy
of any member of the NCLC Group; or


 


(b)       Any
member of the NCLC Group shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,”
as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is
commenced against any member of the NCLC Group, and the petition is not dismissed within 45 days after the filing thereof, provided,
however, that during the pendency of such period, each Lender shall be relieved of its obligation to extend credit hereunder;
or a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property
of any member of the NCLC Group, to operate all or any substantial portion of the business of any member of the NCLC Group, or
any member of the NCLC Group commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief
of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating
to any member of the NCLC Group, or there is commenced against any member of the NCLC Group any such proceeding which remains
undismissed for a period of 45 days after the filing thereof, or any member of the NCLC Group is adjudicated insolvent or bankrupt;
or any order of relief or other order approving any such case or proceeding is entered; or any member of the NCLC Group makes
a general assignment for the benefit of creditors; or any Company action is taken by any member of the NCLC Group for the purpose
of effecting any of the foregoing; or


 


(c)       A
liquidator (subject to Section 11.05(e)), trustee, administrator, receiver, manager or similar officer is appointed in respect
of any member of the NCLC Group or in respect of all or any substantial part of the assets of any member of the NCLC Group and
in any such case such appointment is not withdrawn within 30 days (in this Section 11.05, the “Grace Period”)
unless the Facility Agent considers in its sole discretion that the interest of the Lenders and/or the Agents might reasonably
be expected to be adversely affected in which event the Grace Period shall not apply; or


 


(d)       Any
member of the NCLC Group becomes or is declared insolvent or is unable, or admits in writing its inability, to pay its debts as
they fall due or becomes insolvent within the terms of any applicable law; or


 


(e)       Anything
analogous to or having a substantially similar effect to any of the events specified in this Section 11.05 shall have occurred
under the laws of any applicable jurisdiction (subject to the analogous grace periods set forth herein); or


 


11.06
Total Loss. An Event of Loss shall occur resulting in the actual or constructive total loss of the Vessel or the agreed
or compromised total loss of the Vessel and the proceeds of the insurance in respect thereof shall not have been received within
150 days of the event giving rise to such Event of Loss; or


 






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11.07
Security Documents. At any time after the execution and delivery thereof, any of the Security Documents shall cease to
be in full force and effect, or shall cease to give the Collateral Agent for the benefit of the Secured Creditors the Liens, rights,
powers and privileges purported to be created thereby (including, without limitation, a perfected security interest in, and Lien
on, all of the material Collateral), in favor of the Collateral Agent, superior to and prior to the rights of all third Persons
(except in connection with Permitted Liens), and subject to no other Liens (except Permitted Liens), or any “event of default”
(as defined in the Vessel Mortgage) shall occur in respect of the Vessel Mortgage; or


 


11.08
Guaranties. (a) The Parent Guaranty, or any provision thereof, shall cease to be in full force or effect as to the Parent,
or the Parent (or any Person acting by or on behalf of the Parent) shall deny or disaffirm the Parent’s obligations under
the Parent Guaranty; or


 


(b)       After
the execution and delivery thereof, the Hermes Cover, or any material provision thereof, shall cease to be in full force or effect,
or Hermes (or any Person acting by or on behalf of the Parent or the Hermes Agent) shall deny or disaffirm Hermes’ obligations
under the Hermes Cover; or


 


11.09
Judgments. Any distress, execution, attachment or other process affects the whole or any substantial part of the assets
of any member of the NCLC Group and remains undischarged for a period of 21 days or any uninsured judgment in excess of $15,000,000
following final appeal remains unsatisfied for a period of 30 days in the case of a judgment made in the United States and otherwise
for a period of 60 days; or


 


11.10
Cessation of Business. Subject to Section 10.02, any member of the NCLC Group shall cease to carry on all or a substantial
part of its business; or


 


11.11
Revocation of Consents. Any authorization, approval, consent, license, exemption, filing, registration or notarization
or other requirement necessary to enable any Credit Party to comply with any of its obligations under any of the Credit Documents
to which it is a party shall have been materially adversely modified, revoked or withheld or shall not remain in full force and
effect and within 90 days of the date of its occurrence such event is not remedied to the satisfaction of the Required Lenders
and the Required Lenders consider in their sole discretion that such failure is or might be expected to become materially prejudicial
to the interests, rights or position of the Agents and the Lenders or any of them; provided that the Borrower shall not be entitled
to the aforesaid 90 day period if the modification, revocation or withholding of the authorization, approval or consent is due
to an act or omission of any Credit Party and the Required Lenders are satisfied in their sole discretion that the interests of
the Agents or the Lenders might reasonably be expected to be materially adversely affected; or


 


11.12
Unlawfulness. At any time it is unlawful or impossible for:


 


(i)       any
Credit Party to perform any of its obligations under any Credit Document to which it is a party; or


 






    	 	-75-	 



     


    

 


(ii)      the
Agents or the Lenders, as applicable, to exercise any of their rights under any of the Credit Documents;


 


provided
that no Event of Default shall be deemed to have occurred (x) (except where the unlawfulness or impossibility adversely affects
any Credit Party’s payment obligations under this Agreement and/or the other Credit Documents (the determination of which
shall be in the Facility Agent’s sole discretion) in which case the following provisions of this Section 11.12 shall not
apply) where the unlawfulness or impossibility prevents any Credit Party from performing its obligations (other than its payment
obligations under this Agreement and the other Credit Documents) and is cured within a period of 21 days of the occurrence of
the event giving rise to the unlawfulness or impossibility and the relevant Credit Party, within the aforesaid period, performs
its obligation(s), and (y) where the Facility Agent and/or the Lenders, as applicable, could, in its or their sole discretion,
mitigate the consequences of unlawfulness or impossibility in the manner described in Section 2.10(a) (it being understood that
the costs of mitigation shall be determined in accordance with Section 2.10(a)); or


 


11.13
Insurances. Borrower shall have failed to insure the Vessel in the manner specified in this Agreement or failed to renew
the Required Insurance at least 10 Business Days prior to the date of expiry thereof and, if requested by the Facility Agent,
produce prompt confirmation of such renewal to the Facility Agent; or


 


11.14
Disposals. The Borrower or any other member of the NCLC Group shall have concealed, removed, or permitted to be concealed
or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or made or suffered
a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or shall
have made any transfer of its property to or for the benefit of a creditor with the intention of preferring such creditor over
any other creditor; or


 


11.15
Government Intervention. The authority of any member of the NCLC Group in the conduct of its business shall be wholly or
substantially curtailed by any seizure or intervention by or on behalf of any authority and within 90 days of the date of its
occurrence any such seizure or intervention is not relinquished or withdrawn and the Facility Agent reasonably considers that
the relevant occurrence is or might be expected to become materially prejudicial to the interests, rights or position of the Agents
and/or the Lenders; provided that the Borrower shall not be entitled to the aforesaid 90 day period if the seizure or intervention
executed by any authority is due to an act or omission of any member of the NCLC Group and the Facility Agent is satisfied, in
its sole discretion, that the interests of the Agents and/or the Lenders might reasonably be expected to be materially adversely
affected; or


 


11.16
Change of Control. A Change of Control shall occur; or


 


11.17
Material Adverse Change. Any event shall occur which results in a Material Adverse Effect; or


 


11.18
Repudiation of Construction Contract or other Material Documents. Any party to the Construction Contract, any Credit Document
or any other material documents related to the Credit Document Obligations hereunder shall repudiate the Construction Contract,
such Credit Document or such material document in any way;


 






    	 	-76-	 



     


    

 


then,
and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Facility Agent, upon
the written request of the Required Lenders and after having informed the Hermes Agent of such written request, shall by written
notice to the Borrower, take any or all of the following actions, without prejudice to the rights of any Agent or any Lender to
enforce its claims against any Credit Party (provided that, if an Event of Default specified in Section 11.05 shall occur,
the result which would occur upon the giving of written notice by the Facility Agent to the Borrower as specified in clauses (i)
and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitments terminated,
whereupon all Commitments of each Lender shall forthwith terminate immediately and any Commitment Commission shall forthwith become
due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all
Loans and all Credit Document Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due
and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party;
and (iii) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents.


 


SECTION
12. Agency and Security Trustee Provisions. 


 


12.01
Appointment and Declaration of Trust. (a) The Lenders hereby designate KfW IPEX-Bank GmbH, as Facility Agent (for purposes
of this Section 12, the term “Facility Agent” shall include KfW IPEX-Bank GmbH (and/or any of its Affiliates) in its
capacity as Collateral Agent under the Security Documents and as CIRR Agent) to act as specified herein and in the other Credit
Documents. The Lenders hereby further designate Nordea Bank Abp, filial i Norge (formerly Nordea Bank Norge ASA), as Documentation
Agent, to act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes the Agents to take
such action on its behalf under the provisions of this Agreement, the other Credit Documents and any other instruments and agreements
referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically
delegated to or required of the Agents by the terms hereof and thereof and such other powers as are reasonably incidental thereto.
Each Agent may perform any of its duties hereunder by or through its respective officers, directors, agents, employees or affiliates
and, may transfer from time to time any or all of its rights, duties and obligations hereunder and under the relevant Credit Documents
(in accordance with the terms thereof) to any of its banking affiliates.


 


(b)       KfW
IPEX Bank GmbH in its capacity as Collateral Agent pursuant to the Security Documents declares that it shall hold the Collateral
in trust for the Secured Creditors in accordance with the terms contained in the Intercreditor Agreement. The Collateral Agent
shall have the right to delegate a co-agent or sub-agent from time to time to perform and benefit from any or all of rights, duties
and obligations hereunder and under the relevant Security Documents (in accordance with the terms thereof and of the Security
Trust Deed) and, in the event that any such duties or obligations are so delegated, the Collateral Agent is hereby authorized
to enter into additional Security Documents or amendments to the then existing Security Documents to the extent it deems necessary
or advisable to implement such delegation and, in connection therewith, the Parent will, or will cause the relevant Subsidiary
to, use its commercially reasonable efforts to promptly deliver any opinion of counsel that the Facility Agent may reasonably
require to the reasonable satisfaction of the Facility Agent.


 






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(c)       The
Lenders hereby designate Commerzbank Aktiengesellschaft, as Hermes Agent, which Agent shall be responsible for any and all communication,
information and negotiation required with Hermes in relation to the Hermes Cover. All notices and other communications provided
to the Hermes Agent shall be mailed, telexed, telecopied, delivered or electronic mailed to the Notice Office of the Hermes Agent.


 


12.02
Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement
and the Security Documents. None of the Agents nor any of their respective officers, directors, agents, employees or affiliates
shall be liable for any action taken or omitted by it or them hereunder, under any other Credit Document, under the Hermes Cover
or in connection herewith or therewith, unless caused by such Person’s gross negligence or willful misconduct (any such
liability limited to the applicable Agent to whom such Person relates). The duties of each of the Agents shall be mechanical and
administrative in nature; none of the Agents shall have by reason of this Agreement or any other Credit Document any fiduciary
relationship in respect of any Lender; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended
to or shall be so construed as to impose upon any Agents any obligations in respect of this Agreement, any other Credit Document
or the Hermes Cover except as expressly set forth herein or therein.


 


12.03
Lack of Reliance on the Agents. Independently and without reliance upon the Agents, each Lender, to the extent it deems
appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs
of the Credit Parties in connection with the making and the continuance of the Loans and the taking or not taking of any action
in connection herewith, (ii) its own appraisal of the creditworthiness of the Credit Parties and (iii) its own appraisal of the
Hermes Cover and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either
initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming
into its possession before the making of the Loans or at any time or times thereafter. None of the Agents shall be responsible
to any Lender for any recitals, statements, information, representations or warranties herein or in any document, certificate
or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectibility, priority or sufficiency of this Agreement, any other Credit Document, the Hermes Cover or the financial
condition of the Credit Parties or any of them or be required to make any inquiry concerning either the performance or observance
of any of the terms, provisions or conditions of this Agreement, any other Credit Document, the Hermes Cover, or the financial
condition of the Credit Parties or any of them or the existence or possible existence of any Default or Event of Default.


 


12.04
Certain Rights of the Agents. If any of the Agents shall request instructions from the Required Lenders with respect to
any act or action (including failure to act) in connection with this Agreement, any other Credit Document or the Hermes Cover,
the Agents shall be entitled to refrain from such act or taking such action unless and until the Agents shall have received instructions
from the Required Lenders; and the Agents shall not incur liability to any Person by reason of so refraining. Without limiting
the foregoing, no Lender shall have any right of action whatsoever against the Agents as a result of any of the Agents acting
or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders.


 






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12.05
Reliance. Each of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document
or telephone message signed, sent or made by any Person that the applicable Agent believed to be the proper Person, and, with
respect to all legal matters pertaining to this Agreement, any other Credit Document, the Hermes Cover and its duties hereunder
and thereunder, upon advice of counsel selected by the Facility Agent.


 


12.06
Indemnification. To the extent any of the Agents is not reimbursed and indemnified by the Borrower, the Lenders will reimburse
and indemnify the applicable Agents, in proportion to their respective “percentages” as used in determining the Required
Lenders (without regard to the existence of any Defaulting Lenders), for and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed
on, asserted against or incurred by such Agents in performing their respective duties hereunder or under any other Credit Document,
in any way relating to or arising out of this Agreement or any other Credit Document; provided that no Lender shall be liable
to an Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements resulting from such Agent’s gross negligence or willful misconduct.


 


12.07
The Agents in their Individual Capacities. With respect to its obligation to make Loans under this Agreement, each of the
Agents shall have the rights and powers specified herein for a “Lender” and may exercise the same rights and powers
as though it were not performing the duties specified herein; and the term “Lenders,” “Secured Creditors”,
 “Required Lenders” or any similar terms shall, unless the context clearly otherwise indicates, include each of the
Agents in their respective individual capacity. Each of the Agents may accept deposits from, lend money to, and generally engage
in any kind of banking, trust or other business with any Credit Party or any Affiliate of any Credit Party as if it were not performing
the duties specified herein, and may accept fees and other consideration from the Borrower or any other Credit Party for services
in connection with this Agreement and otherwise without having to account for the same to the Lenders.


 


12.08
Resignation by an Agent. (a) Any Agent may resign from the performance of all its functions and duties hereunder and/or
under the other Credit Documents at any time by giving 15 Business Days’ prior written notice to the Borrower and the Lenders.
Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise
provided below.


 


(b)       Upon
notice of resignation by an Agent pursuant to clause (a) above, the Required Lenders shall appoint a successor Agent hereunder
or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower; provided that the
Borrower’s consent shall not be required pursuant to this clause (b) if an Event of Default exists at the time of appointment
of a successor Agent.


 






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(c)       If
a successor Agent shall not have been so appointed within the 15 Business Day period referenced in clause (a) above, the applicable
Agent, with the consent of the Borrower (which shall not be unreasonably withheld or delayed), shall then appoint a commercial
bank or trust company with capital and surplus of not less than $500,000,000 as successor Agent who shall serve as the applicable
Agent hereunder or thereunder until such time, if any, as the Lenders appoint a successor Agent as provided above; provided
that the Borrower’s consent shall not be required pursuant to this clause (c) if an Event of Default exists at the time
of appointment of a successor Agent.


 


(d)       If
no successor Agent has been appointed pursuant to clause (b) or (c) above by the 25th Business Day after the date such notice
of resignation was given by the applicable Agent, the applicable Agent’s resignation shall become effective and the Required
Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Credit Document until such time,
if any, as the Required Lenders appoint a successor Agent as provided above.


 


12.09
The Joint Lead Arrangers. Notwithstanding any other provision of this Agreement or any provision of any other Credit Document,
each of Commerzbank AG, New York Branch (formerly Deutsche Schiffsbank Aktiengesellschaft), DNB Bank ASA (formerly DnB NOR Bank
ASA), HSBC Bank plc, KfW IPEX-Bank GmbH and Nordea Bank Abp, filial i Norge (formerly Nordea Bank Norge ASA), is hereby appointed
as a Joint Lead Arranger by the Lenders to act as specified herein and in the other Credit Documents. Each of the Joint Lead Arrangers
in their respective capacities as such shall have only the limited powers, duties, responsibilities and liabilities with respect
to this Agreement or the other Credit Documents or the transactions contemplated hereby and thereby as are set forth herein or
therein; it being understood and agreed that the Joint Lead Arrangers shall be entitled to all indemnification and reimbursement
rights in favor of any of the Agents as provided for under Sections 12.06 and 14.01. Without limitation of the foregoing, none
of the Joint Lead Arrangers shall, solely by reason of this Agreement or any other Credit Documents, have any fiduciary relationship
in respect of any Lender or any other Person.


 


12.10
Impaired Agent.(a) If, at any time, any Agent becomes an Impaired Agent, a Credit Party or a Lender which is required
to make a payment under the Credit Documents to such Agent in accordance with Section 4.03 may instead either pay that amount
directly to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank within the meaning
of paragraph (a) of the definition of “Acceptable Bank” and in relation to which no Insolvency Event has occurred
and is continuing, in the name of the Credit Party or the Lender making the payment and designated as a trust account for the
benefit of the party or parties hereto beneficially entitled to that payment under the Credit Documents. In each case such payments
must be made on the due date for payment under the Credit Documents.


 


(b)       All
interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that
trust account pro rata to their respective entitlements.


 


(c)       A
party to this Agreement which has made a payment in accordance with this Section 12.10 shall be discharged of the relevant payment
obligation under the Credit Documents and shall not take any credit risk with respect to the amounts standing to the credit of
the trust account.


 






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(d)       Promptly
upon the appointment of a successor Agent in accordance with Section 12.11, each party to this Agreement which has made a payment
to a trust account in accordance with this Section 12.10 shall give all requisite instructions to the bank with whom the
trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution in accordance
with Section 2.04


 


12.11
Replacement of an Agent. (a) After consultation with the Parent, the Required Lenders may, by giving 30 days’ notice
to an Agent (or, at any time such Agent is an Impaired Agent, by giving any shorter notice determined by the Required Lenders)
replace such Agent by appointing a successor Agent (subject to Section 12.08(b) and (c)).


 


(b)       The
retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Borrower) make available
to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for
the purposes of performing its functions as Agent under the Credit Documents.


 


(c)       The
appointment of the successor Agent shall take effect on the date specified in the notice from the Required Lenders to the retiring
Agent. As from such date, the retiring Agent shall be discharged from any further obligation in respect of the Credit Documents
but shall remain entitled to the benefit of this Section 12.11 (and any agency fees for the account of the retiring Agent shall
cease to accrue from (and shall be payable on) that date).


 


(d)       Any
successor Agent and each of the other parties to this Agreement shall have the same rights and obligations amongst themselves
as they would have had if such successor had been an original party to this Agreement.


 


12.12
Resignation by the Hermes Agent. (a) The Hermes Agent may resign from the performance of all its functions and duties hereunder
and/or under the other Credit Documents at any time by giving 15 Business Days’ prior written notice to the Borrower and
the Lenders. Such resignation shall take effect upon the appointment of a successor Hermes Agent pursuant to clauses (b) and (c)
below or as otherwise provided below.


 


(b)       Upon
any such notice of resignation by the Hermes Agent, the Required Lenders shall appoint a successor Hermes Agent hereunder or thereunder
who shall be a commercial bank or trust company reasonably acceptable to the Borrower; provided that the Borrower’s consent
shall not be required pursuant to this clause (b) if an Event of Default exists at the time of appointment of a successor Hermes
Agent.


 


(c)       If
a successor Hermes Agent shall not have been so appointed within such 15 Business Day period, the Hermes Agent, with the consent
of the Borrower (which shall not be unreasonably withheld or delayed), shall then appoint a commercial bank or trust company with
capital and surplus of not less than $500,000,000 as successor Hermes Agent who shall serve as Hermes Agent hereunder or thereunder
until such time, if any, as the Lenders appoint a successor Hermes Agent as provided above; provided that the Borrower’s
consent shall not be required pursuant to this clause (d) if an Event of Default exists at the time of appointment of a successor
Hermes Agent.


 






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(d)       If
no successor Hermes Agent has been appointed pursuant to clause (b) or (c) above by the 25th Business Day after the date such
notice of resignation was given by the Hermes Agent, the Hermes Agent’s resignation shall become effective and the Required
Lenders shall thereafter perform all the duties of the Hermes Agent hereunder and/or under any other Credit Document until such
time, if any, as the Required Lenders appoint a successor Hermes Agent as provided above.


 


SECTION
13. Benefit of Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto, subject to the provisions of this Section 13.


 


13.01
Assignments and Transfers by the Lenders. (a) Subject to Section 13.06 and 13.07, any Lender (or any Lender together with
one or more other Lenders, each an “Existing Lender”) may:


 


(i)
        with the consent of the Hermes Agent and the written consent of the Federal Republic
of Germany, where required according to the applicable General Terms and Conditions (Allgemeine Bedingungen) and the supplementary
provisions relating to the assignment of Guaranteed Amounts (Ergänzende Bestimmungen für Forderungsabtretungen-AB
(FAB)), assign any of its rights or transfer by novation any of its rights and obligations under this Agreement or any Credit
Document (including, without limitation, all of the Commitments and outstanding Loans, or if less than all, a portion equal to
at least $10,000,000 in the aggregate for such Lender’s rights and obligations), to (x) its parent company and/or any Affiliate
of such assigning or transferring Lender which is at least 50% owned (directly or indirectly) by such Lender or its parent company
or (y) in the case of any Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is managed
or advised by the same investment advisor of such Lender or by an Affiliate of such investment advisor, or


 


(ii)
        with the consent of the Hermes Agent, the written consent of the Federal Republic of
Germany, where required according to the applicable General Terms and Conditions (Allgemeine Bedingungen) and the supplementary
provisions relating to the assignment of Guaranteed Amounts (Ergänzende Bestimmungen für Forderungsabtretungen-AB
(FAB)) and consent of the Borrower (which consent, in the case of the Borrower (x) shall not be unreasonably withheld or delayed,
(y) shall not be required if a Default or Event of Default shall have occurred and be continuing at such time and (z) shall be
deemed to have been given ten Business Days after the Existing Lender has requested it in writing unless consent is expressly
refused by the Borrower within that time) assign any of its rights in or transfer by novation any of its rights in and obligations
under all of its Commitments and outstanding Loans, or if less than all, a portion equal to at least $10,000,000 in the aggregate
for such Existing Lender’s rights and obligations, hereunder to one or more Eligible Transferees (treating any fund that
invests in bank loans and any other fund that invests in bank loans and is managed or advised by the same investment advisor of
such fund or by an Affiliate of such investment advisor as a single Eligible Transferee),


 






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each
of which assignees or transferees shall become a party to this Agreement as a Lender by execution of (I) an Assignment Agreement
(in the case of assignments) and (II) a Transfer Certificate (in the case of transfers under Section 13.06); provided that
(x) at such time, Schedule 1.01(a) shall be deemed modified to reflect the Commitments and/or outstanding Loans, as the case may
be, of such New Lender and of the Existing Lenders, (y) the consent of the Facility Agent shall be required in connection with
any assignment or transfer pursuant to the preceding clause (ii) (which consent, in each case, shall not be unreasonably withheld
or delayed) and (z) the consent of the CIRR Agent shall be required in connection with any assignment or transfer pursuant to
preceding clause (i) or (ii) if the New Lender elects to become a Refinanced Bank; and provided, further, that at
no time shall a Lender assign or transfer its rights or obligations under this Agreement to a hedge fund, private equity fund,
insurance company or other similar or related financing institution that is not in the primary business of accepting cash deposits
from, and making loans to, the public.


 


(b)       If
(x) a Lender assigns or transfers any of its rights or obligations under the Credit Documents or changes its Facility Office and
(y) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Credit Party would be obliged
to make a payment to the New Lender or Lender acting through its new Facility Office under Sections 2.08, 2.09 or 4.04, then the
New Lender or Lender acting through its new Facility Office is only entitled to receive payment under that section to the same
extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer
or change had not occurred. This Section 13.01(b) shall not apply in respect of an assignment or transfer made in the ordinary
course of the primary syndication of the Credit Agreement.


 


(c)       Each
New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that
the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the
requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes
effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would
have been had it remained a Lender.


 


13.02
Assignment or Transfer Fee. Unless the Facility Agent otherwise agrees and excluding an assignment or transfer (i) to an
Affiliate of a Lender, (ii) made in connection with primary syndication of this Agreement or (iii) as set forth in Section
13.03, each New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its
own account) a fee of $3,500.


 


13.03
Assignments and Transfers to Hermes or KfW. Nothing in this Agreement shall prevent or prohibit any Lender from assigning
its rights or transferring its rights and obligations hereunder to (x) Hermes and (y) KfW in support of borrowings made by such
Lender from KfW pursuant to the KfW Refinancing, in each case without the consent of the Borrower and without being required to
pay the non-refundable assignment fee of $3,500 referred to in Section 13.02 above.


 






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13.04
Limitation of Responsibility to Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes
no representation or warranty and assumes no responsibility to a New Lender for:


 


(i)
the legality, validity, effectiveness, adequacy or enforceability of the Credit Documents, the Security Documents or any other
documents;


 


(ii)
the financial condition of any Credit Party;


 


(iii)
the performance and observance by any Credit Party of its obligations under the Credit Documents or any other documents; or


 


(iv)
the accuracy of any statements (whether written or oral) made in or in connection with any Credit Document or any other document,


 


and
any representations or warranties implied by law are excluded.


 


(b)       Each
New Lender confirms to the Existing Lender, the other Lender Creditors and the Secured Creditors that it (1) has made (and shall
continue to make) its own independent investigation and assessment of the financial condition and affairs of each Credit Party
and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information
provided to it by the Existing Lender or any other Lender Creditor in connection with any Credit Document or any Lien (or any
other security interest) created pursuant to the Security Documents and (2) will continue to make its own independent appraisal
of the creditworthiness of each Credit Party and its related entities whilst any amount is or may be outstanding under the Credit
Documents or any Commitment is in force.


 


(c)       Nothing
in any Credit Document obliges an Existing Lender to:


 


(i)
accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this
Section 13; or


 


(ii)
support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Credit Party of its
obligations under the Credit Documents or otherwise.


 


13.05
[Intentionally Omitted].


 


13.06
Procedure and Conditions for Transfer. (a) Subject to Section 13.01, a transfer is effected in accordance with Section
13.06(c) when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender
and the New Lender. The Facility Agent shall, subject to Section 13.06(b), as soon as reasonably practicable after receipt by
it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in
accordance with the terms of this Agreement, execute that Transfer Certificate.


 


(b)       The
Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender
once it is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable
laws and regulations in relation to the transfer to such New Lender.


 






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(c)       On
the date of the transfer:


 


(i)        to
the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under
the Credit Documents and in respect of the Security Documents each of the Credit Parties and the Existing Lender shall be released
from further obligations towards one another under the Credit Documents and in respect of the Security Documents and their respective
rights against one another under the Credit Documents and in respect of the Security Documents shall be cancelled (being the “Discharged
Rights and Obligations”);


 


(ii)       each
of the Credit Parties and the New Lender shall assume obligations towards one another and/or acquire rights against one another
which differ from the Discharged Rights and Obligations only insofar as that Credit Party or other member of the NCLC Group and
the New Lender have assumed and/or acquired the same in place of that Credit Party and the Existing Lender;


 


(iii)      the
Facility Agent, the Collateral Agent, the Hermes Agent, the New Lender and the other Lenders shall acquire the same rights and
assume the same obligations between themselves and in respect of the Security Documents as they would have acquired and assumed
had the New Lender been an original Lender with the rights, and/or obligations acquired or assumed by it as a result of the transfer
and to that extent the Facility Agent, the Collateral Agent, the Hermes Agent and the Existing Lender shall each be released from
further obligations to each other under the Credit Documents, it being understood that the indemnification provisions under this
Agreement (including, without limitation, Sections 2.08, 2.09, 4.04, 14.01 and 14.05) shall survive as to such Existing Lender;


 


(iv)      the
New Lender shall become a party to this Agreement as a “Lender”; and


 


(v)       the
New Lender shall enter into the documentation required for it to accede as a party to the Intercreditor Agreement.


 


13.07
Procedure and Conditions for Assignment. (a) Subject to Section 13.01, an assignment may be effected in accordance
with Section 13.07(c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it
by the Existing Lender and the New Lender. The Facility Agent shall, subject to Section 13.07(b) below, as soon as reasonably
practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this
Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.


 


(b)       The
Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender
once it is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable
laws and regulations in relation to the assignment to such New Lender.


 


(c)       On
the date of the assignment:


 






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(i)
the Existing Lender will assign absolutely to the New Lender its rights under the Credit Documents and in respect of any Lien
(or any other security interest) created pursuant to the Security Documents expressed to be the subject of the assignment in the
Assignment Agreement;


 


(ii)
the Existing Lender will be released from the obligations (the “Relevant Obligations”) expressed to be the
subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of any Lien
(or any other security interest) created pursuant to the Security Documents), it being understood that the indemnification provisions
under this Agreement (including, without limitation, Sections 2.08, 2.09, 4.04, 14.01 and 14.05) shall survive as to such Existing
Lender;


 


(iii)
the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations;
and


 


(iv)
the New Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement.


 


13.08
Copy of Transfer Certificate or Assignment Agreement to Parent. The Facility Agent shall, as soon as reasonably practicable
after it has executed a Transfer Certificate or an Assignment Agreement, send to the Parent a copy of that Transfer Certificate
or Assignment Agreement.


 


13.09
Security over Lenders’ Rights. In addition to the other rights provided to Lenders under this Section 13, each Lender
may without consulting with or obtaining consent from any Credit Party, at any time charge, assign or otherwise create a Lien
(or any other security interest) or declare a trust in or over (whether by way of collateral or otherwise) all or any of its rights
under any Credit Document to secure obligations of that Lender including, without limitation:


 


(i)       any
charge, assignment or other Lien (or any other security interest) or trust to secure obligations to a federal reserve or central
bank or KfW as CIRR mandatary; and


 


(ii)      in
the case of any Lender which is a fund, any charge, assignment or other Lien (or any other security interest) granted to any holders
(or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations
or securities,


 


except
that no such charge, assignment or Lien (or any other security interest) or trust shall:


 


(i)
release a Lender from any of its obligations under the Credit Documents or substitute the beneficiary of the relevant charge,
assignment or other Lien (or any other security interest) or trust for the Lender as a party to any of the Credit Documents; or


 


(ii)
require any payments to be made by a Credit Party or grant to any person any more extensive rights than those required to be made
or granted to the relevant Lender under the Credit Documents.


 






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13.10
Assignment by a Credit Party. No Credit Party may assign any of its rights or transfer by novation any of its rights, obligations
or interest hereunder or under any other Credit Document without the prior written consent of the Hermes Agent, KfW, as CIRR mandatary,
and the Lenders.


 


13.11
Lender Participations. (a) Although any Lender may grant participations in its rights hereunder, such Lender shall remain
a “Lender” for all purposes hereunder (and may not transfer by novation its rights and obligations or assign its rights
under all or any portion of its Commitments hereunder except as provided in Sections 2.11 and 13.01) and the participant shall
not constitute a “Lender” hereunder; and


 


(b)
no Lender shall grant any participation under which the participant shall have rights to approve any amendment to or waiver of
this Agreement or any other Credit Document except to the extent such amendment or waiver would (x) extend the final scheduled
maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest
or Commitment Commission thereon (except (m) in connection with a waiver of applicability of any post-default increase in interest
rates and (n) that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction
in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof, or increase the amount of the
participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or
Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change in the terms of such participation,
and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s
participation is not increased as a result thereof), (y) consent to the assignment by the Borrower of any of its rights, or transfer
by the Borrower of any of its rights and obligations, under this Agreement or (z) release all or substantially all of the Collateral
under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which
such participant is participating. In the case of any such participation, the participant shall not have any rights under this
Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation
to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable
by the Borrower hereunder shall be determined as if such Lender had not sold such participation.


 


13.12
Increased Costs. To the extent that a transfer of all or any portion of a Lender’s Commitments and related outstanding
Credit Document Obligations pursuant to Section 2.11 or Section 13.01 would, at the time of such assignment, result in increased
costs under Section 2.08, 2.09 or 4.04 from those being charged by the respective assigning Lender prior to such assignment, then
the Borrower shall not be obligated to pay such increased costs (although the Borrower shall be obligated to pay any other increased
costs of the type described above resulting from changes after the date of the respective assignment).


 






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SECTION
14. Miscellaneous.


 


14.01
Payment of Expenses, etc. The Borrower agrees that it shall:  whether or not the transactions herein contemplated
are consummated, (i) pay all reasonable documented out-of-pocket costs and expenses of each of the Agents (including, without
limitation, the reasonable documented fees and disbursements of White & Case LLP, Bahamian counsel, Bermudian counsel, other
counsel to the Facility Agent and the Joint Lead Arrangers and local counsel) in connection with the preparation, execution and
delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and
any amendment, waiver or consent relating hereto or thereto, and in connection with their respective syndication efforts with
respect to this Agreement; (ii) pay all documented out-of-pocket costs and expenses of each of the Agents and each of the Lenders
in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred
to herein and therein (including, without limitation, the fees and disbursements of counsel (excluding in-house counsel) for each
of the Agents and for each of the Lenders); (iii) pay and hold the Facility Agent and each of the Lenders harmless from and against
any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect
to the foregoing matters, the performance of any obligation under this Agreement or any Credit Document or any payment thereunder,
and save the Facility Agent and save each of the Lenders harmless from and against any and all liabilities with respect to or
resulting from any delay or omission (other than to the extent attributable to the Facility Agent or such Lender) to pay such
taxes; and (iv) other than in respect of a wrongful failure by any Lender to fund its Commitments as required by this Agreement,
indemnify the Agents and each Lender, and each of their respective officers, directors, trustees, employees, representatives and
agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions),
losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’
and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising
out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any of
the Agents or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit
Document or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit
Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual
or alleged presence of Hazardous Materials on the Vessel or in the air, surface water or groundwater or on the surface or subsurface
of any property at any time owned or operated by the Borrower, the generation, storage, transportation, handling, disposal or
Environmental Release of Hazardous Materials at any location, whether or not owned or operated by the Borrower, the non-compliance
of the Vessel or property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits
thereunder) applicable to the Vessel or property, or any Environmental Claim asserted against the Borrower or the Vessel or property
at any time owned or operated by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel
and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses,
liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred by
reason of the gross negligence or willful misconduct of the Person to be indemnified or by reason of a failure by the Person to
be indemnified to fund its Commitments as required by this Agreement). To the extent that the undertaking to indemnify, pay or
hold harmless each of the Agents or any Lender set forth in the preceding sentence may be unenforceable because it violates any
law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified
liabilities which is permissible under applicable law.


 






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14.02
Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way
of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, each Lender is hereby
authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Parent or
any Subsidiary of the Parent or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate
and apply any and all deposits (general or special) and any other Indebtedness at any time held or owing by such Lender (including,
without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Parent
or any Subsidiary of the Parent but in any event excluding assets held in trust for any such Person against and on account of
the Credit Document Obligations and liabilities of the Parent or such Subsidiary of the Parent, as applicable, to such Lender
under this Agreement or under any of the other Credit Documents, including, without limitation, all interests in Credit Document
Obligations purchased by such Lender pursuant to Section 14.05(b), and all other claims of any nature or description arising out
of or connected with this Agreement or any other Credit Document, irrespective of whether or not such Lender shall have made any
demand hereunder and although said Credit Document Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured. Each Lender upon the exercise of its rights to set-off pursuant to this Section 14.02 shall give notice thereof to
the Facility Agent.


 


14.03
Notices. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall
be in writing (including telexed, telegraphic, telecopier or electronic (unless and until notified to the contrary) communication)
and mailed, telexed, telecopied, delivered or electronic mailed: if to any Credit Party, at the address specified on Schedule
14.03A; if to any Lender, at its address specified opposite its name on Schedule 14.03B; and if to the Facility Agent or the Hermes
Agent, at its Notice Office; or, as to any other Credit Party, at such other address as shall be designated by such party in a
written notice to the other parties hereto and, as to each Lender, at such other address as shall be designated by such Lender
in a written notice to the Parent, the Borrower and the Facility Agent; provided that, with respect to all notices and other communication
made by electronic mail or other electronic means, the Facility Agent, the Hermes Agent, the Lenders, the Parent, the Borrower
and the Pledgor agree that they (x) shall notify each other in writing of their electronic mail address and/or any other
information required to enable the sending and receipt of information by that means and (y) shall notify each other of any
change to their address or any other such information supplied by them. All such notices and communications shall, (i) when mailed,
be effective three Business Days after being deposited in the mails, prepaid and properly addressed for delivery, (ii) when sent
by overnight courier, be effective one Business Day after delivery to the overnight courier prepaid and properly addressed for
delivery on such next Business Day, (iii) when sent by telex or telecopier, be effective when sent by telex or telecopier,
except that notices and communications to the Facility Agent or the Hermes Agent shall not be effective until received by the
Facility Agent or the Hermes Agent (as the case may be), or (iv) when electronic mailed, be effective only when actually received
in readable form and in the case of any electronic communication made by a Lender, the Parent, the Borrower or the Pledgor to
the Facility Agent or the Hermes Agent, only if it is addressed in such a manner as the Facility Agent shall specify for this
purpose. A copy of any notice to the Facility Agent shall be delivered to the Hermes Agent at its Notice Office. If an Agent is
an Impaired Agent the parties to this Agreement may, instead of communicating with each other through such Agent, communicate
with each other directly and (while such Agent is an Impaired Agent) all the provisions of the Credit Documents which require
communications to be made or notices to be given to or by such Agent shall be varied so that communications may be made and notices
given to or by the relevant parties to this Agreement directly. This provision shall not operate after a replacement Agent has
been appointed.


 






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14.04
No Waiver; Remedies Cumulative. No failure or delay on the part of an Agent or any Lender in exercising any right, power
or privilege hereunder or under any other Credit Document and no course of dealing between the Borrower or any other Credit Party
and an Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights, powers and remedies herein or in any other Credit Document expressly
provided are cumulative and not exclusive of any rights, powers or remedies which an Agent or any Lender would otherwise have.
No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of an Agent or any Lender to any other or further action
in any circumstances without notice or demand.


 


14.05
Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Facility Agent agrees that promptly after its
receipt of each payment from or on behalf of the Borrower in respect of any Credit Document Obligations hereunder, it shall distribute
such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment)
pro rata based upon their respective shares, if any, of the Credit Document Obligations with respect to which such payment was
received.


 


(b)       Other
than in connection with assignments and participations (which are governed by Section 13), each of the Lenders agrees that, if
it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right
of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents,
or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, Commitment Commission, of a
sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such
Credit Document Obligation then owed and due to such Lender bears to the total of such Credit Document Obligation then owed and
due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for
cash without recourse or warranty from the other Lenders an interest in the Credit Document Obligations of the respective Credit
Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided
that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded
and the purchase price restored to the extent of such recovery, but without interest.


 


(c)       Notwithstanding
anything to the contrary contained herein, the provisions of the preceding Sections 14.05(a) and (b) shall be subject to the express
provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting
Lenders.


 






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14.06
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and
prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the
periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Parent to the Lenders).
In addition, all computations determining compliance with the financial covenants set forth in Sections 10.06 through 10.09, inclusive,
shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements
delivered to the Lenders for the fiscal year of the Parent ended December 31, 2009 (with the foregoing generally accepted accounting
principles, subject to the preceding proviso, herein called “GAAP”). Unless otherwise noted, all references
in this Agreement to “generally accepted accounting principles” shall mean generally accepted accounting principles
as in effect in the United States.


 


(b)       All
computations of interest and Commitment Commission hereunder shall be made on the basis of a year of 360 days for the actual number
of days (including the first day but excluding the last day) occurring in the period for which such interest or Commitment Commission
are payable.


 


14.07
Governing Law; Exclusive Jurisdiction of English Courts; Service Of Process. (a) This agreement and any non-contractual obligations
arising out of or in connection with it are governed by English law.


 


(b)       The
courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including
a dispute relating to the existence, validity or termination of this agreement or any non-contractual obligation arising out of
or in connection with this agreement) (a “dispute”).
The parties hereto agree that the courts of England are the most appropriate and convenient courts to settle disputes and accordingly
no party hereto will argue to the contrary. This section 14.07 is for the benefit of the lenders, agents and secured creditors.
As a result, no such party shall be prevented from taking proceedings relating to a dispute in any other courts with jurisdiction.
To the extent allowed by law, the lenders, agents and secured creditors may take concurrent proceedings in any number of jurisdictions.


 


(c)       Without
prejudice to any other mode of service allowed under any relevant law, each credit party (other than a credit party incorporated
in England and Wales): (i) irrevocably appoints EC3 services limited, having its
registered office at 51 Eastcheap, London, EC3M 1JP, as its agent for service of process in relation to any proceedings before
the English courts in connection with any credit document and (ii) agrees that
failure by an agent for service of process to notify the relevant credit party of the process will not invalidate the proceedings
concerned. 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 parent (on behalf of all the credit parties) must immediately (and in any event within five days of such event taking
place) appoint another agent on terms acceptable to the facility agent. Failing this, the facility agent may appoint another agent
for this purpose.


 


Each
party to this agreement expressly agrees and consents to the provisions of this section 14.07.


 


14.08
Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one
and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Facility
Agent.


 






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14.09
Effectiveness. This Agreement shall take effect as a deed on the date (the “Effective Date”) on which
(i) the Borrower, the Guarantor, the Agents and each of the Lenders who are initially parties hereto shall have signed a counterpart
hereof (whether the same or different counterparts) and shall have delivered the same to the Facility Agent or, in the case of
the Lenders and the other Agents, shall have given to the Facility Agent written or facsimile notice (actually received) at such
office that the same has been signed and mailed to it, (ii) the Borrower shall have paid to the Facility Agent for its own account
and/or the account of Lenders and/or Agents, as the case may be, the fees required to be paid pursuant to that certain commitment
letter, dated October 11, 2010, among the Parent, the Hermes Agent, Commerzbank AG, New York Branch (formerly Deutsche Schiffsbank
Aktiengesellschaft), DNB Bank ASA (formerly DnB NOR Bank ASA), HSBC Bank plc, KfW IPEX-Bank GmbH and Nordea Bank Abp, filial i
Norge (formerly Nordea Bank Norge ASA) (the “Commitment Letter”) and (iii) the Credit Parties shall have provided
(x) the “Know Your Customer” information required pursuant to the USA Patriot
Act (Title III of Pub.: 107-56 (signed into law October 26, 2001)) (the “Patriot
Act”) and (y) such other documentation and evidence necessary in order to carry out and be reasonably
satisfied with other similar checks under all applicable laws and regulations pursuant to the Transaction and the Hermes Cover,
in each case as requested by the Facility Agent, the Hermes Agent or any Lender in connection with each of the Facility Agent’s,
the Hermes Agent’s, Hermes’ and each Lender’s internal compliance regulations. The Facility Agent will give
the Parent, the Borrower and each Lender prompt written notice of the occurrence of the Effective Date.


 


14.10
Headings Descriptive. The headings of the several sections and subsections of this Agreement are inserted for convenience
only and shall not in any way affect the meaning or construction of any provision of this Agreement.


 


14.11
Amendment or Waiver; etc.


 


(a)
Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated
unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the
Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the
consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing
for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers
or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments
shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable
Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with
the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions
used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute
a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent
repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security
Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of
Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant
to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions
of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders,
(v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this
Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor
is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge
or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations
of Hermes and (v) without the consent of each Agent, KfW, as CIRR mandatary and/or each Joint Lead Arranger, as applicable, amend,
modify or waive any provision relating to the rights or obligations of such Agent, KfW, as CIRR mandatary and/or such Joint Lead
Arranger, as applicable.


 






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(b)If,
in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated
by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained
but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so
long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such
non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such
replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such
non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay
outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s
consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid,
pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the
increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto),
then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to
the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event
the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the
exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso
to Section 14.11(a).


 


(c)       Subject
to the further proviso to Section 14.11(a), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate, any
amendment or waiver that relates to (i) providing for the use of a Replacement Benchmark in relation to that currency in place
of that Screen Rate and (ii)(A) aligning any provision of any Credit Document to the use of that Replacement Benchmark, (B) enabling
that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any
consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement), (C) implementing
market conventions applicable to that Replacement Benchmark, (D) providing for appropriate fallback (and market disruption) provisions
for that Replacement Benchmark, or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any
transfer of economic value from one party to another as a result of the application of that Replacement Benchmark (and if any
adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating
Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made, having
regard to the following paragraphs of this Section 14.11, with the consent of the Facility Agent (acting on the instructions of
the Required Lenders) and the Borrower.


 






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(d)       At
least six months prior to the LIBOR Discontinuation Date (or, if the LIBOR Discontinuation Date is not known such that the date
six months prior to its occurrence cannot be determined, such shorter period as is appropriate in the circumstances), the Facility
Agent, the Lenders and the Borrower (or the Parent on the Borrower’s behalf) will enter into good faith negotiations with
a view to agreeing the Replacement Benchmark, the Consequential Technical Amendments as well as any other necessary adjustments
to the Credit Documents for the period following the LIBOR Discontinuation Date. The negotiations will take into account the then
current market standards and will be conducted with a view to ensuring that the interest yield under this Agreement is not impacted
and will also take into account any corresponding changes required in respect of the Refinancing Agreements.


 


(e)       Subject
to paragraph (d) above, for any Interest Period following the LIBOR Discontinuation Date, the Eurodollar Rate shall be replaced
by the weighted average of the rates notified to the Facility Agent by each Lender three Business Days prior to the first day
of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding
or refinancing an amount equal to the outstanding Loan during the relevant Interest Period from whatever source it may reasonably
select (other than from KfW).


 


(f)       Upon
the LIBOR Discontinuation Date, the Replacement Reference Rate or, as applicable, the reference rate determined pursuant to paragraph
(e) above shall also replace the Eurodollar Rate accordingly.


 


(g)       For
the purposes of this Section 14.11:


 


“Consequential
Technical Amendments” means any consequential amendment to this Agreement required or desirable to make the Replacement
Reference Rate effective.


 


“LIBOR
Discontinuation Date” means the date on which the Screen Rate Replacement Event occurs.


 


“Relevant
Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or
any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability
Board.


 


“Replacement
Benchmark” means a benchmark rate that is:


 






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		(i)	formally
                                         designated, nominated or recommended as the replacement for a Screen Rate by (A) the
                                         administrator of that Screen Rate (provided that the market or economic reality that
                                         such benchmark rate measures is the same as that measured by that Screen Rate) or (B)
                                         any Relevant Nominating Body, and if replacements have, at the relevant time, been formally
                                         designated, nominated or recommended under both paragraphs, the "Replacement Benchmark"
                                         will be the replacement under paragraph (B) above;



 


		(ii)	in
                                         the opinion of the Required Lenders and the Borrower, generally accepted in the international
                                         or any relevant domestic syndicated loan markets as the appropriate successor to a Screen
                                         Rate; or



 


		(iii)	in
                                         the opinion of the Required Lenders and the Borrower an appropriate successor to a Screen
                                         Rate.



 


“Replacement
Reference Rate” means the reference rate which it is agreed in accordance with the above provisions will replace the
Screen Rate for the purpose of this Agreement.


 


“Screen
Rate Replacement Event” means:


 


		(i)	the
                                         methodology, formula or other means of determining that Screen Rate has, in the opinion
                                         of the Required Lenders and the Borrower materially changed;



 


		(ii)	(A)(1)
                                         the administrator of that Screen Rate or its supervisor publicly announces that such
                                         administrator is insolvent or (2) information is published in any order, decree, notice,
                                         petition or filing, however described, of or filed with a court, tribunal, exchange,
                                         regulatory authority or similar administrative, regulatory or judicial body which reasonably
                                         confirms that the administrator of that Screen Rate is insolvent, provided that,
                                         in each case, at that time, there is no successor administrator to continue to provide
                                         that Screen Rate, (B) the administrator of that Screen Rate publicly announces that it
                                         has ceased or will cease, to provide that Screen Rate permanently or indefinitely and,
                                         at that time, there is no successor administrator to continue to provide that Screen
                                         Rate, (C) the supervisor of the administrator of that Screen Rate publicly announces
                                         that such Screen Rate has been or will be permanently or indefinitely discontinued, or
                                         (D) the administrator of that Screen Rate or its supervisor announces that that Screen
                                         Rate may no longer be used;



 


		(iii)	the
                                         administrator of that Screen Rate determines that that Screen Rate should be calculated
                                         in accordance with its reduced submissions or other contingency or fallback policies
                                         or arrangements and either (A) the circumstance(s) or event(s) leading to such determination
                                         are not (in the opinion of the Required Lenders and the Borrower) temporary or (B) that
                                         Screen Rate is calculated in accordance with any such policy or arrangement for a period
                                         no less than five Business Days; or



 






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		(iv)	in
                                         the opinion of the Required Lenders and the Borrower, that Screen Rate is otherwise no
                                         longer appropriate for the purposes of calculating interest under this Agreement.



 


14.12
Survival. All indemnities set forth herein including, without limitation, in Sections 2.08, 2.09, 2.10, 4.04, 14.01 and
14.05 shall, subject to Section 14.13 (to the extent applicable), survive the execution, delivery and termination of this Agreement
and the making and repayment of the Loans.


 


14.13
Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the account of any office, Subsidiary or
Affiliate of such Lender. Notwithstanding anything to the contrary contained herein, to the extent that a transfer of Loans pursuant
to this Section 14.13 would, at the time of such transfer, result in increased costs under Section 2.08, 2.09, or 4.04
from those being charged by the respective Lender prior to such transfer, then the Borrower shall not be obligated to pay such
increased costs (although the Borrower shall be obligated to pay any other increased costs of the type described above resulting
from changes after the date of the respective transfer).


 


14.14
Confidentiality. Each Lender agrees that it will use its best efforts not to disclose without the prior consent of the
Parent or the Borrower (other than to their respective Affiliates or their respective Affiliates’ employees, auditors, advisors
or counsel or to another Lender if the Lender or such Lender’s holding or parent company, Affiliates or board of trustees
in its sole discretion determines that any such party should have access to such information, provided such Persons shall be subject
to the provisions of this Section 14.14 to the same extent as such Lender) any information with respect to the Parent or any of
its Subsidiaries which is now or in the future furnished pursuant to this Agreement or any other Credit Document, provided that
the Hermes Agent and the CIRR Agent may disclose any information to Hermes or KfW, as CIRR mandatary, provided, further, that
any Lender may disclose any such information (a) as has become generally available to the public other than by virtue of a breach
of this Section 14.14 by the respective Lender, (b) as may be required in any report, statement or testimony submitted to any
municipal, state or Federal regulatory body having or claiming to have jurisdiction over such Lender or similar organizations
(whether in the United States, the United Kingdom or elsewhere) or their successors, (c) as may be required in respect to any
summons or subpoena or in connection with any litigation, (d) in order to comply with any law, order, regulation or ruling applicable
to such Lender, (e) to an Agent, (f) to any prospective or actual transferee or participant in connection with any contemplated
transfer or participation of any of the Commitments or any interest therein by such Lender, provided that such prospective transferee
expressly agrees to be bound by the confidentiality provisions contained in this Section 14.14 and (g) to Hermes and/or the Federal
Republic of Germany and/or the European Union and/or any agency thereof or any person acting or purporting to act on any of their
behalves. In the case of Section 14.14(g), each of the Parent and the Borrower acknowledges and agrees that any such information
may be used by Hermes and/or the Federal Republic of Germany and/or the European Union and/or any agency thereof or any person
acting or purporting to act on any of their behalves for statistical purposes and/or for reports of a general nature.


 






    	 	-96-	 



     


    

 


14.15
Register. The Facility Agent shall maintain a register (the “Register”) on which it will record the
Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment
in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation
shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the assignment or transfer
of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments
shall not be effective until such assignment or transfer is recorded on the Register maintained by the Facility Agent with respect
to ownership of such Commitments and Loans. Prior to such recordation all amounts owing to the transferor with respect to such
Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any
Commitments and Loans (as the case may be) shall be recorded by the Facility Agent on the Register only upon the acceptance by
the Facility Agent of a properly executed and delivered Transfer Certificate or Assignment Agreement pursuant to Section 13.06(a)
or 13.07(a), respectively.


 


14.16
Third Party Rights. Other than the Other Creditors with respect to Section 4.05, a person who is not a party to this Agreement
has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement
unless expressly provided to the contrary in a Credit Document. Notwithstanding any term of any Credit Document, the consent of
any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time.


 


14.17
Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the
Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency,
the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that
at which in accordance with normal banking procedures the Facility Agent could purchase the specified currency with such other
currency at the Facility Agent’s Frankfurt office on the Business Day preceding that on which final judgment is given. The
obligations of the Borrower in respect of any sum due to any Lender or an Agent hereunder shall, notwithstanding any judgment
in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by
such Lender or an Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or an Agent (as
the case may be) may in accordance with normal banking procedures purchase the specified currency with such other currency; if
the amount of the specified currency so purchased is less than the sum originally due to such Lender or an Agent, as the case
may be, in the specified currency, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation
and notwithstanding any such judgment, to indemnify such Lender or an Agent, as the case may be, against such loss, and if the
amount of the specified currency so purchased exceeds the sum originally due to any Lender or an Agent, as the case may be, in
the specified currency, such Lender or an Agent, as the case may be, agrees to remit such excess to the Borrower.


 


14.18
Language. All correspondence, including, without limitation, all notices, reports and/or certificates, delivered by any
Credit Party to an Agent or any Lender shall, unless otherwise agreed by the respective recipients thereof, be submitted in the
English language or, to the extent the original of such document is not in the English language, such document shall be delivered
with a certified English translation thereof. In the event of any conflict between the English translation and the original text
of any document, the English translation shall prevail unless the original text is a statutory instrument, legal process or any
other document of a similar type or a notice, demand or other communication from Hermes or in relation to the Hermes Cover.


 






    	 	-97-	 



     


    

 


14.19
Waiver of Immunity. The Borrower, in respect of itself, each other Credit Party, its and their process agents, and its
and their properties and revenues, hereby irrevocably agrees that, to the extent that the Borrower, any other Credit Party or
any of its or their properties has or may hereafter acquire any right of immunity from any legal proceedings, whether in the United
Kingdom, the United States, Bermuda, the Bahamas, Germany or elsewhere, to enforce or collect upon the Credit Document Obligations
of the Borrower or any other Credit Party related to or arising from the transactions contemplated by any of the Credit Documents,
including, without limitation, immunity from service of process, immunity from jurisdiction or judgment of any court or tribunal,
immunity from execution of a judgment, and immunity of any of its property from attachment prior to any entry of judgment, or
from attachment in aid of execution upon a judgment, the Borrower, for itself and on behalf of the other Credit Parties, hereby
expressly waives, to the fullest extent permissible under applicable law, any such immunity, and agrees not to assert any such
right or claim in any such proceeding, whether in the United Kingdom, the United States, Bermuda, the Bahamas, Germany or elsewhere.


 


14.20
“Know Your Customer” Notice. Each Lender hereby notifies each Credit Party that pursuant to the requirements
of the Patriot Act and/or other applicable laws and regulations, it is required
to obtain, verify, and record information that identifies each Credit Party, which information includes the name of each Credit
Party and other information that will allow such Lender to identify each Credit Party in accordance with the Patriot
Act and/or such other applicable laws and regulations, and each Credit Party agrees to provide such information from time
to time to any Lender.


 


14.21
Release of Liens and the Parent Guaranty; Flag Jurisdiction Transfer.
(a) In the event that any Person conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of
the Collateral to a Person that is not (and is not required to become) a Credit Party in a transaction permitted by this Agreement
or the Credit Documents (including pursuant to a valid waiver or consent), each Lender hereby consents to the release and hereby
directs the Collateral Agent to release any Liens created by any Credit Document in respect of such Collateral, and, in the case
of a disposition of all of the Equity Interests of any Credit Party (other than the Borrower) in a transaction permitted by this
Agreement and as a result of which such Credit Party would not be required to guaranty the Credit Document Obligations pursuant
to Sections 9.10(c) and 15, each Lender hereby consents to the release of such Credit Party’s obligations under the relevant
guarantee to which it is a party. Each Lender hereby directs the Collateral Agent, and the Collateral Agent agrees, upon receipt
of reasonable advance notice from the Borrower, to execute and deliver or, at the Borrower’s expense, file such documents
and perform other actions reasonably necessary to release the relevant guarantee, as applicable, and the Liens when and as directed
pursuant to this Section 14.21. In addition, the Collateral Agent agrees to take such actions as are reasonably requested by the
Borrower and at the Borrower’s expense to terminate the Liens and security interests created by the Credit Documents when
all the Credit Document Obligations (other than contingent indemnification Credit Document Obligations and expense reimbursement
claims to the extent no claim therefore has been made) are paid in full and Commitments are terminated. Any representation, warranty
or covenant contained in any Credit Document relating to any such Equity Interests or asset of the Borrower shall no longer be
deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of.


 






    	 	-98-	 



     


    

 


(b)       In
the event that the Borrower desires to implement a Flag Jurisdiction Transfer with respect to the Vessel, upon receipt of reasonable
advance notice thereof from the Borrower, the Collateral Agent shall use commercially reasonably efforts to provide, or (as necessary)
procure the provision of, all such reasonable assistance as any Credit Party may request from time to time in relation to (i)
the Flag Jurisdiction Transfer, (ii) the related deregistration of the Vessel from its previous flag jurisdiction, and (iii) the
release and discharge of the related Security Documents provided that the relevant Credit Party shall pay all documented out of
pocket costs and expenses reasonably incurred by the Collateral Agent or a Secured Creditor in connection with provision of such
assistance. Each Lender hereby consents, in connection with any Flag Jurisdiction Transfer and subject to the satisfaction of
the requirements thereof to be satisfied by the relevant Credit Party, to (i) deregister the Vessel from its previous
flag jurisdiction and (ii) release and hereby direct the Collateral Agent to release the Vessel Mortgage. Each Lender hereby directs
the Collateral Agent, and the Collateral Agent agrees to execute and deliver or, at the Borrower’s expense, file such documents
and perform other actions reasonably necessary to release the Vessel Mortgage when and as directed pursuant to this Section 14.21(b).


 


14.22
Partial Invalidity. If, at any time, any provision of the Credit Documents is or becomes illegal, invalid or unenforceable
in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions
nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected
or impaired. Any such illegal, invalid or unenforceable provision shall to the extent possible be substituted by a legal, valid
and enforceable provision which reflects the intention of the parties to this Agreement.


 


SECTION
15. Parent Guaranty.


 


15.01
Guaranty and Indemnity. The Parent irrevocably and unconditionally: 


 


(i)       guarantees
to each Lender Creditor punctual performance by each other Credit Party of all that Credit Party’s Credit Document Obligations
under the Credit Documents; or


 


(ii)      undertakes
with each Lender Creditor that whenever another Credit Party does not pay any amount when due under or in connection with any
Credit Document, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and


 


(iii)     agrees
with each Lender Creditor that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as
an independent and primary obligation, indemnify that Lender Creditor immediately on demand against any cost, loss or liability
it incurs as a result of a Credit Party not paying any amount which would, but for such unenforceability, invalidity or illegality,
have been payable by it under any Credit Document on the date when it would have been due. The amount payable by the Guarantor
under this indemnity will not exceed the amount it would have had to pay under this Section 15 if the amount claimed had been
recoverable on the basis of a guarantee.


 






    	 	-99-	 



     


    

 


15.02
Continuing Guaranty. This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by
any Credit Party under the Credit Documents, regardless of any intermediate payment or discharge in whole or in part.


 


15.03
Reinstatement. If any discharge, release or arrangement (whether in respect of the obligations of any Credit Party or any
security for those obligations or otherwise) is made by a Lender Creditor in whole or in part on the basis of any payment, security
or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation,
then the liability of the Guarantor under this Section 15 will continue or be reinstated as if the discharge, release or arrangement
had not occurred.


 


15.04
Waiver of Defenses. The obligations of the Guarantor under this Section 15 will not be affected by an act, omission, matter
or thing which, but for this Section 15, would reduce, release or prejudice any of its obligations under this Section 15 (without
limitation and whether or not known to it or any Lender Creditor) including:


 


(i)       any
time, waiver or consent granted to, or composition with, any Credit Party or other person;


 


(ii)      the
release of any other Credit Party or any other person under the terms of any composition or arrangement with any creditor of any
member of the NCLC Group;


 


(iii)     the
taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights
against, or security over assets of, any Credit Party or other person or any non-presentation or non-observance of any formality
or other requirement in respect of any instrument or any failure to realize the full value of any security;


 


(iv)     any
incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Credit Party
or any other person;


 


(v)      any
amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of
a Credit Document or any other document or security including, without limitation, any change in the purpose of, any extension
of or increase in any facility or the addition of any new facility under any Credit Document or other document or security;


 


(vi)     any
unenforceability, illegality or invalidity of any obligation of any person under any Credit Document or any other document or
security; or


 


(vii)    any
insolvency or similar proceedings.


 






    	 	-100-	 



     


    

 


15.05
Guarantor Intent. Without prejudice to the generality of Section 15.04, the Guarantor expressly confirms that it intends
that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of
or to any of the Credit Documents and/or any facility or amount made available under any of the Credit Documents for the purposes
of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor
distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making
facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount
might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.


 


15.06
Immediate Recourse. The Guarantor waives any right it may have of first requiring any Credit Party (or any trustee or agent
on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from
the Guarantor under this Section 15. This waiver applies irrespective of any law or any provision of a Credit Document to the
contrary.


 


15.07
Appropriations. Until all amounts which may be or become payable by the Credit Parties under or in connection with the
Credit Documents have been irrevocably paid in full, each Lender Creditor (or any trustee or agent on its behalf) may:


 


(i)       refrain
from applying or enforcing any other moneys, security or rights held or received by that Lender Creditor (or any trustee or agent
on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against
those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and


 


(ii)      hold
in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability
under this Section 15.


 


15.08
Deferral of Guarantor’s Rights. Until all amounts which may be or become payable by the Credit Parties under or in
connection with the Credit Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, the Guarantor
will not exercise any rights which it may have by reason of performance by it of its obligations under the Credit Documents or
by reason of any amount being payable, or liability arising, under this Section 15:


 


(i)       to
be indemnified by a Credit Party;


 


(ii)      to
claim any contribution from any other guarantor of any Credit Party’s obligations under the Credit Documents;


 


(iii)     to
take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender Creditors under
the Credit Documents or of any other guarantee or security taken pursuant to, or in connection with, the Credit Documents by any
Lender Creditor;


 






    	 	-101-	 



     


    

 


(iv)      to
bring legal or other proceedings for an order requiring any Credit Party to make any payment, or perform any obligation, in respect
of which the Guarantor has given a guarantee, undertaking or indemnity under Section 15.01;


 


(v)       to
exercise any right of set-off against any Credit Party; and/or


 


(vi)      to
claim or prove as a creditor of any Credit Party in competition with any Lender Creditor.


 


If
the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or
distribution to the extent necessary to enable all amounts which may be or become payable to the Lender Creditors by the Credit
Parties under or in connection with the Credit Documents to be repaid in full on trust for the Lender Creditors and shall promptly
pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Section
4.


 


15.09
Additional Security. This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security
now or subsequently held by any Credit Party.


 


*     *     *


 






    	 	-102-	 



     


    

 





EXECUTION
PAGES –

SECOND AMENDMENT AGREEMENT

(HULL NO. [*] (NORWEGIAN BREAKAWAY))


 


 


	The Borrower	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	/s/ Daniel S. Farkas
	BREAKAWAY
    ONE, LTD.	)	Authorised
    Signatory
	 	 	 
	 	 	 
	 	 	 
	The Parent	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	/s/ Daniel S. Farkas
	NCL CORPORATION
    LTD.	)	Authorised Signatory
	 	 	
	 	 	 
	 	 	 
	The Shareholder	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	/s/ Daniel S. Farkas
	NCL INTERNATIONAL,
    LTD.	)	Authorised Signatory




 






    	 	-103-	 



     


    







 


EXECUTION
PAGES –

SECOND AMENDMENT AGREEMENT

(HULL NO. [*] (NORWEGIAN BREAKAWAY))


 


The
Facility Agent


 


	SIGNED by	)	 
	for and on behalf of	)	/s/ Oliver Webber - Attorney-in-Fact
	KFW
    IPEX-BANK GMBH	)	Authorised Signatory
	 	 	
	 	 	 
	 	 	 
	The Hermes Agent	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	/s/ Klaus-Dieter Schmedding
	COMMERZBANK AKTIENGESELLSCHAFT	)	Authorised Signatory
	 	 	 
	 	 	/s/ Thilo Linch
	 	 	 Authorised Signatory 
	 	 	 
	 	 	 
	 	 	 
	The Collateral Agent	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	/s/ Oliver Webber - Attorney-in-Fact
	KFW IPEX-BANK GMBH	)	Authorised Signatory
	 	 	 
	 	 	 
	 	 	 
	The CIRR Agent	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	/s/ Oliver Webber - Attorney-in-Fact
	KFW IPEX-BANK GMBH	)	Authorised Signatory
	 	 	 
	 	 	 
	 	 	 
	The Documentation
    Agent	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	 
	NORDEA BANK ABP,
    FILIAL I NORGE	)	/s/ Oliver Webber - Attorney-in-Fact
	(FORMERLY NORDEA
    BANK NORGE ASA)	)	Authorised Signatory




 






     

     


    

 





EXECUTION
PAGES –

SECOND AMENDMENT AGREEMENT

(HULL NO. [*] (NORWEGIAN BREAKAWAY))


 


	The Lenders and
    Joint Lead Arrangers	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	 /s/ Christina Serrano
	COMMERZBANK AG,
    NEW YORK BRANCH	)	Authorised Signatory
	(FORMERLY DEUTSCHE
    SCHIFFSBANK	)	
	AKTIENGESELLSCHAFT)	)	/s/ Bianca Notari
	 	 	Authorised Signatory
	 	 	 
	 	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	/s/ Maria Ruud Dingstad 
	DNB BANK ASA	)	Authorised Signatory
	(FORMERLY DNB NOR
    BANK ASA)	)	
	 	 	/s/ Lars Kalbakken 
	 	 	Authorised Signatory
	 	 	 
	 	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	/s/ Mack Looi
	HSBC BANK PLC	)	Authorised Signatory
	 	 	 
	 	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	/s/ Oliver Webber - Attorney-in-Fact
	KFW IPEX-BANK GMBH	)	Authorised Signatory
	 	 	 
	 	 	 
	 	 	 
	SIGNED by	)	 
	for and on behalf of	)	 
	NORDEA BANK ABP,
    FILIAL I NORGE	)	/s/ Oliver Webber - Attorney-in-Fact
	(FORMERLY NORDEA
    BANK NORGE ASA)	)	Authorised Signatory