Guaranty and Indemnity 104 15.02 Continuing Guaranty 104 15.03
Reinstatement 104 15.04 Waiver of Defenses 104 15.05 Guarantor Intent 105 15.06
Immediate Recourse 105 15.07 Appropriations 105 15.08 Deferral of Guarantor's
Rights 106 15.09 Additional Security 106
(v)
SCHEDULE 1.01(a)
Commitments 110
SCHEDULE 1.01(b)
Mandatory Costs 111
SCHEDULE 5.07
Notices, Acknowledgements and Consents 114
SCHEDULE
5.10
Initial Borrowing Date Opinions 115
SCHEDULE 6.09
Material Litigation
120
SCHEDULE 7.05
Delivery Date Opinions 121
SCHEDULE 8.03
Existing
Agreements 128
SCHEDULE 8.12
Capitalization 129
SCHEDULE
8.13
Subsidiaries 130
SCHEDULE 8.19
Vessel 132
SCHEDULE 8.21
Approved
Classification Societies 133
SCHEDULE 9.03
Required Insurance 134
SCHEDULE 10.01
Existing Liens 139
SCHEDULE 14.03A
Credit Party Addressees
140
SCHEDULE 14.03B
Lender Addressees 141
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 and Insurances EXHIBIT H - Form of Assignment
of Charters 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 -
[Intentionally omitted] EXHIBIT O - Form of Assignment of Management Agreements
EXHIBIT P - Form of Security Trust Deed EXHIBIT Q - Form of Charge of KfW Refund
Guarantees
(vi)
THIS CREDIT AGREEMENT, is made by way of deed July14, 2014 and amended and
restated on 22 December 2015, among NCL CORPORATION LTD., a Bermuda company with
its registered office as of the date hereof at Cumberland House, 9th Floor, 1
Victoria Street, Hamilton HM11, Bermuda (the "Parent"), SEAHAWK TWO, LTD., a
Bermuda company with its registered office as of the date hereof at Cumberland
House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda (the "Borrower"),
KFW IPEX-BANK GMBH, as a Lender (in such capacity, together with each of the
other Persons that may become a "Lender" in accordance with Section 13, each of
them individually a "Lender" and, collectively, the "Lenders"), 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"), KFW IPEX-BANK GMBH, as
Bookrunner (in such capacity, the "Bookrunner"), KFW IPEX-BANK GMBH, as Hermes
Agent (in such capacity, the "Hermes Agent"), and KFW IPEX-BANK GMBH, as initial
mandated lead arranger in respect of the credit facility provided for herein (in
such capacity the "Initial Mandated Lead Arranger"). 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