Guaranty and Indemnity 103 15.02 Continuing
Guaranty 103 15.03 Reinstatement 103 15.04 Waiver of Defenses 103 15.05
Guarantor Intent 104 15.06 Immediate Recourse 104 15.07 Appropriations 104 15.08
Deferral of Guarantor's Rights 105 15.09 Additional Security 105
(v)
SCHEDULE 1.01(a)
Commitments 109
SCHEDULE 1.01(b)
Mandatory Costs 110
SCHEDULE 5.07
Notices, Acknowledgements and Consents 113
SCHEDULE
5.10
Initial Borrowing Date Opinions 114
SCHEDULE 6.09
Material Litigation
119
SCHEDULE 7.05
Delivery Date Opinions 120
SCHEDULE 8.03
Existing
Agreements 127
SCHEDULE 8.12
Capitalization 128
SCHEDULE 8.13
Subsidiaries 129
SCHEDULE 8.19
Vessel 131
SCHEDULE 8.21
Approved
Classification Societies 132
SCHEDULE 9.03
Required Insurance 133
SCHEDULE 10.01
Existing Liens 138
SCHEDULE 14.03A
Credit Party Addressees
139
SCHEDULE 14.03B
Lender Addresses - 140 -
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 July 14, 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 ONE, 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