Exhibit 10.3

Execution version

[*]: 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

Dated 17 February 2021

RIVIERA NEW BUILD, LLC 

as Borrower

and

NCL CORPORATION LTD. 

as Guarantor

and

OCEANIA CRUISES S. DE R.L. 

as Charterer
and Shareholder

and

Norwegian Cruise Line Holdings Ltd. 

as the Holding

and

THE Banks and FINANCIAL INSTITUTIONS listed IN Schedule 1 

as Lenders

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
SOCIÉTÉ GÉNÉRALE 

as Mandated Lead Arrangers

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK 

as Agent
and SACE Agent

AMENDMENT AND RESTATEMENT AGREEMENT

relating to a facility agreement originally dated 18 July 2008 (as amended by a supplemental agreement dated 25 October 2010, a side letter dated 29 March 2012, as amended and restated by an amendment and restatement agreement dated 31 October 2014, and as further amended by a framework agreement dated 31 January 2018 and
as amended by a supplemental agreement dated 4 June 2020)
in respect of the part financing of the passenger cruise ship m.v. “RIVIERA”

Index

Schedules

Execution

Appendices

Form of Amended and Restated Facility Agreement (marked to indicate amendments) 

Form of Amended and Restated Guarantee (marked to indicate amendments)

THIS AGREEMENT is made on 17 February 2021

Parties

Background

Operative Provisions

In this Agreement:

“2020 Amendment Agreement” means the amendment to the Facility Agreement dated 4 June 2020 between, amongst others, the Borrower, the Agent and the SACE Agent.

“2021 Deferral Fee Letters” means any letter between the Agent or the SACE Agent and any Obligor which sets out the fees payable in connection with the arrangements contemplated by this Agreement.

“2021 Deferral Period” means the period from 1 April 2021 to 31 March 2022.

“2021 Deferral Tranche” means the part of the Loan made or to be made available (or deemed made or to be deemed to be made available) to the Borrower to repay the aggregate of the 2021 Deferred Repayment Instalments, including, for the avoidance of doubt, the repayment instalments due pursuant to paragraph (a) of clause 5.5 (Repayment of Deferral Tranches) of the Amended and Restated Facility Agreement.

“2021 Deferred Repayment Instalments” means the repayment instalments in principal due during the 2021 Deferral Period.”2021 Finance Documents” means this Agreement, each Supplemental Security Document and each 2021 Deferral Fee Letter.

“Amended and Restated Facility Agreement” means the Facility Agreement as amended and restated by this Agreement in the form set out in the Appendix.

“Amended and Restated Guarantee” means the Guarantee as amended and restated by this Agreement in the form set out in the Appendix.

“Effective Date” means the date on which the Agent notifies the Borrower, the other Creditor Parties and SACE as to the satisfaction of the conditions precedent as provided in paragraph (a) of Clause 2.1(a) (Conditions Precedent and Conditions Subsequent).

“Facility Agreement” means the facility agreement dated 18 July 2008 and made between, amongst others, (i) the Borrower, (ii) the Lenders, (iii) the Mandated Lead Arrangers and (iv) the Agent and the SACE Agent, and (where the context requires) as amended from time to time, including pursuant to a supplemental agreement dated 25 October 2010, a side letter dated 29 March 2012, an amendment and restatement agreement dated 31 October 2014 and the Framework Agreement, and as further amended by the 2020 Amendment Agreement.

“Framework Agreement” means the framework agreement dated 31 January 2018 and entered into between, amongst others, (i) the Borrower, (ii) the Guarantor, (iii) the Shareholder and Charterer, (iv) the Lenders and (v) DekaBank Deutsche Girozentrale as new lender (the “New Lender”), pursuant to which Société Générale in its capacity as Lender sold [*] ([*]%) of its participation in the Loan to the New Lender.

“Information Package” means the information package in connection with the “Debt Holiday” application in the form set out in Schedule 4 (Information Package) of this Agreement, submitted by the Borrower (or the Guarantor on its behalf) in order to obtain the benefit of the measures provided for in the Principles.

“New Mortgage Addendum” means the addendum to the Mortgage in the agreed form.

“Obligors” means the Borrower, the Guarantor, the Holding, the Charterer and the Shareholder.

“Original Principles” means the document titled “Cruise Debt Holiday Principles” offered by SACE dated 15 April 2020, which sets out certain key principles and parameters relating to the qualifying Loan Agreements (as defined therein) and being applicable to SACE-covered loan agreements such as the Facility Agreement.

“Party” means a party to this Agreement.

“Principles” means, together with the Original Principles, the document titled “Debt Deferral Extension Framework for ECA-backed Export Financings” offered by SACE dated 26 November 2020, which sets out certain key principles and parameters relating to the qualifying Loan Agreements (as defined therein) and being applicable to SACE-covered loan agreements such as the Facility Agreement.

“Second Supplemental Tripartite General Assignment” means a third priority assignment, supplemental to the Tripartite General Assignment (as referred to in the 2020 Amendment Agreement), dated on or about the date of this Agreement.

“Supplemental Security Document” means each of:

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

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

References in Clause 1.1 (Definitions) to any new or supplement to a Finance Document being in “agreed form” are to that Finance Document:

The Borrower and the Agent designate this Agreement as a Finance Document.

On the date of this Agreement and on the Effective Date, each Obligor that is a party to the Facility Agreement makes each of the representations and warranties as set out in clause 12 (Representations and warranties) of the Facility Agreement, as amended and restated by this Agreement and updated with appropriate modifications to refer to this Agreement and (where relevant) the Amended and Restated Facility Agreement, the Amended and Restated Guarantee and the New Mortgage Addendum, by reference to the circumstances then existing.

On the date of this Agreement and on the Effective Date, each Obligor (save for the Holding) makes the representations and warranties set out in the Finance Documents (other than the Facility Agreement) to which it is a party, as amended and restated and/or supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement, and, where appropriate, the Amended and Restated Guarantee and any Supplemental Security Document, by reference to the circumstances then existing.

Each Obligor confirms its acknowledgment to the Principles and full acceptance of all terms, requirements and conditions thereunder. For the avoidance of doubt, and without limiting the generality of the said acknowledgement and acceptance of the Principles, any carve-outs to those Principles shall be documented pursuant to specific provisions as agreed between the parties and as set out in the Amended and Restated Facility Agreement and in the Amended and Restated Guarantee.

With effect on and from the Effective Date, the Facility Agreement shall be amended and restated in the form of the Amended and Restated Facility Agreement and, as so amended and restated, the Facility Agreement shall continue to be binding on each of the parties to it in accordance with its terms as so amended and restated.

With effect on and from the Effective Date, the Guarantee shall be amended and restated in the form of the Amended and Restated Guarantee and, as so amended and restated, the Guarantor confirms that:

Without prejudice to the provisions of any Supplemental Security Document, on the Effective Date, each Obligor confirms that:

The Finance Documents shall remain in full force and effect and, from the Effective Date:

Clause 13.19 (further assurance) of the Facility Agreement, as amended and restated by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

Clause 32 (Notices) of the Facility Agreement, as amended and restated by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

The Parties acknowledge and agree that they may execute this Agreement and any variation or amendment to the same, by electronic instrument. The Parties agree that the electronic signatures appearing on the documents shall have the same effect as handwritten signatures and the use of an electronic signature on this Agreement shall have the same validity and legal effect as the use of a signature affixed by hand and is made with the intention of authenticating this Agreement, and evidencing the Parties' intention to be bound by the terms and conditions contained herein. For the purposes of using an electronic signature, the Parties authorise each other to conduct the lawful processing of personal data of the signers for contract performance and their legitimate interests including contract management.

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

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

Riviera

Amendment and Restatement Agreement

Execution Pages

Riviera

Amendment and Restatement Agreement

APPENDIX

Form of Amended and Restated Facility Agreement (marked to indicate amendments)

Amendments are indicated as follows:

Execution version

Dated ______ February 2021

Originally Ddated 18 July 2008 

(as amended by a supplemental agreement dated 25 October 2010, as further amended by a side letter dated 29 March 2012, as further amended and restated by an amendment and restatement agreement dated 31 October 2014, as amended by a framework agreement dated 31 January 2018, as further amended by a supplemental agreement dated 4 June 2020 and as further amended and restated by an amendment and restatement agreement dated ______ February 2021)

as amended and restated by an Amendment and Restatement Agreement dated October 2014 

RIVIERA NEW BUILD, LLC 

as Borrower

– and –

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1Schedule 1

as Lenders

– and –

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
Crédit Agricole Corporate and Investment Bank (formeRly known as calyon) 

SOCIÉTÉ GÉNÉRALE 

as Mandated Lead Arrangers

and

– and-

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK 

Crédit Agricole Corporate and Investment Bank 

as Agent 

and SACE Agent

with the support of

SACE S.p.A.

AMENDED AND RESTATED LOANFacility AGREEMENT

relating to
the part financing of the passenger cruise ship newbuilding presently designated asm.v. “RIVIERA”

Hull No.[*] at Fincantieri-Cantieri Navali Italiani S.p.A

INDEX

Index

THIS AGREEMENT is originally made on 18 July 2008 (as previously amended by a supplemental agreement dated 25 October 2010, a side letter dated 29 March 2012, as amended and restated by thean Aamendment and Rrestatement Aagreement ondated 31 October 2014, as amended by a framework agreement dated 31 January 2018, as amended by a supplemental agreement dated 4 June 2020 and as further amended and restated by an amendment and restatement agreement dated ______ February 2021)

BETWEENParties

BACKGROUNDBackground

IT IS AGREED as follows:

Operative Provisions

Subject to Clause 1.51.5 (General Interpretation), in this Agreement:

“2014 Amending and Restating Agreement” has the meaning given to the term in Recital (E).

“2020 Amendment Agreement” has the meaning given to the term in Recital (I).

“2020 Deferral Commitment” means in relation to any Lender as listed in Schedule 1 (Lenders and Commitments) to the 2020 Amendment Agreement, the amount in Dollars expressed as a percentage set opposite its name under the heading “Commitment” and the amount of any other commitment attributable to it (including the related 2020 Deferral Tranche Premium payable to SACE) under this Agreement in respect of the 2020 Deferral Tranche.

“2020 Deferral Effective Date” has the meaning given to the term Effective Date in the 2020 Amendment Agreement.

“2020 Deferral Fee Letters” means any letter between the Agent and any Obligor which sets out the fees payable in connection with the arrangements contemplated by the 2020 Amendment Agreement.

“2020 Deferral Final Repayment Date” means the Repayment Date falling 3 years and six months after the 2020 Deferral Repayment Starting Point, or, if earlier, the date on which the 2020 Deferral Tranche has been repaid or prepaid in full, as further set out in Schedule 4 (Deferred Repayment Schedule).

“2020 Deferral Period” means the period from 1 April 2020 to 31 March 2021.

“2020 Deferral Repayment Starting Point” means the date of the first Repayment Date falling after 31 March 2021, namely 27 April 2021.

“2020 Deferral Tranche” means the part of the Loan made available to the Borrower to finance or refinance (as the case may be) the aggregate of the 2020 Deferred Repayment Instalments and the related 2020 Deferral Tranche Premium payable to SACE (amounting [*] per cent. ([*]%) of the Total Commitments as of 1 April 2020) in a principal amount not exceeding forty-five million, eight hundred and twenty eight thousand, nine hundred and sixty-five Dollars and eighty-four Cents ($45,828,965.84).

“2020 Deferral Tranche Premium” has the meaning given to such term in paragraph (a) of Clause 9.5 (Deferral Tranches – additional premium).

“2020 Deferred Repayment Instalments” means the repayment instalments due during the 2020 Deferral Period.

“2021 Amendment and Restatement Agreement” has the meaning given to such term in Recital (L).

“2021 Deferral Commitment” means in relation to any Lender as listed in Schedule 1 (Lenders and Commitments) to the 2021 Amendment and Restatement Agreement, the amount in Dollars expressed as a percentage set opposite its name under the heading “Commitment” and the amount of any other commitment attributable to it under this Agreement in respect of the 2021 Deferral Tranche.

“2021 Deferral Effective Date” has the meaning given to the term Effective Date in the 2021 Amendment and Restatement Agreement.

“2021 Deferral Fee Letters” means any letter between the Agent or the SACE Agent and any Obligor which sets out the fees payable in connection with the arrangements contemplated by the 2021 Amendment and Restatement Agreement.

“2021 Deferral Final Repayment Date” means the Repayment Date falling 4 years and six months after the 2021 Deferral Repayment Starting Point, or, if earlier, the date on which the 2021 Deferral Tranche has been repaid or prepaid in full, as further set out in Schedule 4 (Deferred Repayment Schedule).

“2021 Deferral Period” means the period from 1 April 2021 to 31 March 2022.

“2021 Deferred Repayment Instalments” means the repayment instalments due during the 2021 Deferral Period.

“2021 Deferral Repayment Starting Point” means the date of the first Repayment Date falling after 31 March 2022, namely 27 April 2022.

“2021 Deferral Tranche” means the part of the Loan made or to be made available to the Borrower to repay the aggregate of the 2021 Deferred Repayment Instalments, including, for the avoidance of doubt, the repayment instalments due pursuant to paragraph (a) of Clause 5.5 (Repayment of Deferral Tranches).

“2021 Deferral Tranche Premium” has the meaning given to such term in paragraph (b) of Clause 9.5 (Deferral Tranches – additional premium).

““Affiliate”” means, with respect to any person, any other person controlling, controlled by or under common control with, such person and for purposes of this definition, ““control”” (including, with correlative meanings, the terms ““controlling””, ““controlled by”” and ““under common control with””), as applied to any person, means the possession, directly or indirectly, of the power to vote ten per cent. (10%) or more of the securities having voting power for the election of directors of such person, or otherwise to direct or cause the direction of the management and policies of that person, whether through the ownership of voting securities or by contract or otherwise;.

“Affected Lender” has the meaning given in Clause 6.5;

““Agent”” means Crédit Agricole Corporate and Investment Bank, a French ““société anonyme””, having a share capital of EUR 7,254,575,2717,851,636,342.00 and its registered office located at 9, Quai du Président Paul Doumer, 92920 Paris La Défense12 Place des États-Unis, CS 70052 92547, Montrouge cCedex, France, registered under the n° Siren 304 187 701 at the Registre du Commerce et des Sociétés of Nanterre or any successor of it appointed under Clause 24; 25 (Role of the Agent and the Mandated Lead Arrangers).

“Amendment and Restatement Agreement” means the amendment and restatement agreement dated October 2014 and made between (i) the Borrower, (ii) the Lenders, (iii) the Mandated Lead Arrangers and (iv) the Agent and the SACE Agent;

““Annex VI”” means Annex VI (Regulations for the Prevention of Air Pollution from Ships) to the International Convention for the Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997);.

““Approved Flag”” means the Marshall Islands flag or such other flag as the Agent may, with the authorisation of the Majority Lenders, approve from time to time;.

““Approved Manager”” means the Borrower or any other company (whether or not a member of the Group) which the Agent may, with the authorisation of the Majority Lenders, approve from time to time as the manager of the Ship;.

““Approved Manager’'s Undertaking”” means, in the event that the Approved Manager is a company other than the Borrower, a letter of undertaking executed by the Approved Manager in favour of the Agent, which will include, without limitation, an agreement by the Approved Manager to subordinate its rights against the Ship and the Borrower to the rights of the Creditor Parties under the Finance Documents, in the agreed form;.

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

““Availability Period”” means the period commencing on the date of this Agreement 18 July 2008 and ending on:

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Bail-In Legislation” means:

““Base Rate”” means one Euro for [*] Dollars;.

““Builder”” has the meaning given in Recital (A);.

““Builder Letter of Credit”” means a letter of credit relating solely to the Shipbuilding Contract issued in favour of the Builder by the Letter of Credit Issuer in the form of Exhibit B or another agreed form;.

““Business Day”” means a day on which banks are open in London and Paris and, in relation to any payment to be made to the Builder, Milan and, in respect of a day on which a payment is required to be made under a Finance Document, also in New York City;.

““Certified Copy”” means in relation to any document delivered or issued by or on behalf of any company, a copy of such document certified as a true, complete and up-to-date copy of the original by any of the directors or the secretary or assistant secretary or any attorney-in-fact for the time being of that company;.

““CIRR”” (Commercial Interest Reference Rate) means 5.62% per annum or any other lower CIRR rate being the fixed rate for medium and long term export credits in Dollars applicable to the financing of the Ship according to the Organisation for Economic Co-operation and Development rules as determined by the competent Italian Authorities;.

““CISADA”” means the United States Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010 as it applies to non-US persons;.

““Code”” means the United States Internal Revenue Code of 1986.

““Commitment”” means, in relation to a Lender, the percentage of the Maximum Loan Amount set opposite its name in Schedule 1Schedule 1 (Lenders and Commitments) (including, in relation to a Lender, its Deferral Commitments), or, as the case may require, the amount specified in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with this Agreement (and ““Total Commitments”” means the aggregate of the Commitments of all the Lenders);.

““Compliance Certificate”” has the meaning given to ““Compliance Certificate”” in the Guarantee;.

““Contribution”” means, in relation to a Lender, the part of the Loan which is owing to that Lender;.

““Conversion Rate”” means the rate determined by the Agent on the Conversion Rate Fixing Date and notified to the Borrower as being:

““Conversion Rate Fixing Date”” means the date falling [*] ([*]) days before the Intended Delivery Date;.

““Creditor Party”” means the Agent, the SACE Agent, the Mandated Lead Arrangers or any Lender, whether as at the date of thisthe Original Facility Agreement or at any later time;.

“Deferral Commitment” means the 2020 Deferral Commitment or the 2021 Deferral Commitment and, together, “Deferral Commitments”.

“Deferral Fee Letters” means any of the 2020 Deferral Fee Letters and/or the 2021 Deferral Fee Letters.

“Deferral Final Repayment Date” means any of the 2020 Deferral Final Repayment Date and/or the 2021 Deferral Final Repayment Date.

“Deferral Period” means the period from 1 April 2020 to 31 March 2022.

“Deferral Prepayment Event” means the occurrence of any event entitling the Agent to exercise any rights granted to it pursuant to Clause 16.4 (Breach of new covenants or the Principles), including, without limitation, the ability to cancel any part, or demand the immediate repayment of, any Deferral Tranche and to terminate the waiver of the covenant granted pursuant to Clause 14 (Security Value Maintenance) or the waiver of the financial covenants granted pursuant to paragraphs (b) and (c) of clause 11.15 (Financial Covenants) of the Guarantee.

“Deferral Tranche” means the 2020 Deferral Tranche or the 2021 Deferral Tranche.

“Deferral Tranche Premia” has the meaning given to such term in paragraph (b) of Clause 9.5 (Deferral Tranches – additional premium).

“Deferred Costs Percentage” means:

““Delivery Date”” means the date and time of delivery of the Ship by the Builder to the Borrower as stated in the Protocol of Delivery and Acceptance;.

““Dollar Equivalent”” means such amount in Dollars as is calculated by the Agent on the Conversion Rate Fixing Date to be the equivalent of an amount in Euro at the Conversion Rate;.

““Dollars”” and ““$”” means the lawful currency for the time being of the United States of America;.

““Drawdown Date”” means the date on which the Loan is drawn down and applied in accordance with Clause 2; (Facility).

““Drawdown Notice”” means a notice in the form set out in Schedule 2 Schedule 2 (Form of Drawdown Notice) (or in any other form which the Agent approves or reasonably requires);.

““Earnings”” means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower and which arise out of the use or operation of the Ship, including (but not limited to):

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

““Effective Date”” means the Effective Date defined in the Amendment and RestatementOriginal Facility Agreement;.

““Eligible Amount”” means eighty per cent. (80%) of the lesser of:

in each case less any Letter of Credit Reduction;

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

“EU Blocking Regulation” means EU Regulation (EC) 2271/96 of 22 November 1996.

““Euro”” and ““EUR”” means the single currency of the Participating Member States;.

““Event of Default”” means any of the events or circumstances described in Clause 18.1;18.1 (Events of Default).

““Existing Indebtedness”” means (a) Loan Agreement, dated as of July 31, 2013, by and among Explorer New Build, LLC, as Borrower, the banks and financial institutions party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, KfW IPEX-Bank GmbH and HSBC Bank plc as Joint Mandated Lead Arrangers, Crédit Agricole Corporate and Investment Bank, as Agent and as SACE Agent and Crédit Agricole Corporate and Investment Bank, as Agent and as Security Trustee (as amended from time to time); (b) Loan Agreement, dated as of July 18, 2008, by and among Riviera New Build, LLC, as Borrower, the banks and financial institutions party thereto, Crédit Agricole Corporate and Investment Bank (formerly Calyon) and Société Générale, as Mandated Lead Arrangers, and Crédit Agricole Corporate and Investment Bank, as Agent and as SACE Agent (as amended from time to time); (c) Credit Agreement, dated as of July 2, 2013, among Oceania Cruises, Inc., OCI Finance Corp., as Borrowers, the banks and financial institutions party thereto, Deutsche Bank AG, New York Branch, as administrative agent, as collateral agent and as mortgage trustee, Deutsche Bank Securities Inc., Barclays Bank Plc and UBS Securities LLC as co-syndication agents, HSBC Securities (USA) Inc. and Credit Agricole Corporate and Investment Bank as co-documentation agents, Barclays Bank Plc, UBS Securities LLC, HSBC Securities (USA) INC. and Credit Agricole Corporate and Investment Bank, as joint bookrunners, Deutsche Bank Securities Inc., Barclays Bank Plc and Ubs Securities LLC, as joint lead arrangers; (d) Credit Agreement, dated as of August 21, 2012 and amended on February 1, 2013, among Classic Cruises, LLC, Classic Cruises II, LLC, Seven Seas Cruises S. De R.L., a Panamanian sociedad de responsibilidad limitada, SSC Finance Corp., as Borrowers, Deutsche Bank Ag, New York Branch, as Administrative Agent and as Collateral Agent, and each lender from time to time party thereto; (e) $225,000,000 of 9.125% Senior Secured Notes due 2019 and issued under that certain indenture dated as of May 19, 2011, by and among Seven Seas Cruises S. de R.L., as issuer; Celtic Pacific (UK) Two Limited; Supplystill Limited; Prestige Cruise Services (Europe) Limited (f/k/a Regent Seven Seas Cruises UK Limited); Celtic Pacific (UK) Limited; SSC (France) LLC; Mariner, LLC, each of the foregoing (other than the Issuer) as subsidiary guarantors; Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as Trustee and Collateral Agent and any secured hedges in connection with the foregoing; (f) Financial Indebtedness referred to in the financial statements of the Guarantor delivered to the Agent prior to the Effective Date; (g) Credit Agreement, dated as of 14 July 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, KFW IPEX-Bank GmbH as Hermes agent and KFW IPEX-Bank GmbH as facility agent, as collateral agent and as CIRR agent (as amended from time to time); and (h) Credit Agreement, dated as of 14 July 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, KFW IPEX-Bank GmbH as Hermes agent and KFW IPEX-Bank GmbH as facility agent, as collateral agent and as CIRR agent (as amended from time to time).

““External Management Agreement”” means, in the event that the Approved Manager is not a member of the Group, the management agreement entered or to be entered into between the Borrower and the Approved Manager with respect to the Ship;.

““External Management Agreement Assignment”” means an assignment of the rights of the Borrower under the External Management Agreement (if any) executed or to be executed by the Borrower in favour of the Agent, the SACE Agent and the Lenders in the agreed form;.

““Facility Office”” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’' written notice) of the office or offices through which it will perform its obligations under this Agreement;.

“FATCA” means:

“FATCA Application Date” means:

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of thisthe Original Facility Agreement.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Final Contract Price” has the meaning given in Recital (C).

““Finance Documents”” means:

(c) the General Assignment;

(d) the Letter of Credit;

“Final Contract Price” has the meaning given in Recital (C);

““Financial Indebtedness”” means, in relation to a person (the ““debtor””), a liability of the debtor:

““Fixed Interest Rate”” means CIRR;.

““Floating Interest Rate”” means, in respect of any Interest Period, the rate per annum determined by the Agent to be the aggregate of:

““FOREX Contracts”” means each actual purchase contract, spot or forward contract and any other contract, such as an option or collar arrangement, which is entered into in the foreign exchange markets for the acquisition of Euro intended to pay the delivery instalment under the Shipbuilding Contract, which:-

““FOREX Contracts Weighted Average Rate”” means the rate determined by the Agent at around 12 noon (Paris time) on the Conversion Rate Fixing Date in accordance with the following principles which (inter alia) are intended to take into account any maturity mismatch between the maturity of the FOREX Contracts and the Intended Delivery Date as well as FOREX Contracts that are unwound as part of the hedging strategy of the Borrower:

Any marked to market valuation, as required in (iii), shall be performed by Calyon’s Crédit Agricole Corporate and Investment Bank's dedicated desk in accordance with market practices. The Borrower shall have the right to request indicative valuations from time to time prior to the Conversion Rate Fixing Date.

“Framework Agreement” has the meaning given to such term in Recital (F).

“Funding Rate” means any individual rate notified by a Lender to the Agent pursuant to sub-paragraph (i) of paragraph (e) of Clause 6.10 (Cost of funds).

““GAAP”” means generally accepted accounting principles in the United States of America consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies) including, without limitation, those set forth in the opinion and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board;.

“General Assignment” means a general assignment of the Earnings, the Insurances and any Requisition Compensation, executed by the Borrower and, in the event that the Approved Manager is not a member of the Group and is named as a co-assured in the Insurances, the Approved Manager in favour of the Agent, the SACE Agent and the Lenders;

“German Blocking Provisions” means section 7 of the German Foreign Trade Regulation (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 a no. 3 German Foreign Trade Law (AWG) (Außenwirtschaftsgesetz)).

““Group”” means the Guarantor and its subsidiaries;.

“Guarantee” means a guarantee issued on or before the Effective Date by the Guarantor in favour of the Agent, the SACE Agent and the Lenders in the agreed form;

“Guarantee” means the Original Guarantee, as amended pursuant to the 2020 Amendment Agreement and as amended and restated pursuant to the 2021 Amendment and Restatement Agreement and as may be further amended and/or supplemented from time to time.

““Guarantor”” means NCL Corporation Ltd., a Bermuda company with its registered office at Cumberland House, 9th Floor, 1 Victoria StreetPark Place 55, Par-la-Ville Road, Hamilton HM 11, Bermuda;.

“Holding” means Norwegian Cruise Line Holdings Ltd., a company incorporated under the laws of Bermuda with its registered office at Park Place 55, Par-la-Ville Road, Hamilton HM 11, Bermuda.

““IAPPC”” means a valid international air pollution prevention certificate for the Ship issued under Annex VI;.

“Illicit Origin” means any origin which is illicit, fraudulent or in breach of Sanctions including, without limitation, drug trafficking, corruption, organised criminal activities, terrorism, money laundering or fraud.

“Information Package” means:

““Initial Contract Price”” has the meaning given in Recital (B);.

““Insurances”” means:

““Intended Delivery Date”” means 30 July 2011 (the date on which the Ship will be ready for delivery pursuant to the Shipbuilding Contract as at the date of thisthe Original Facility Agreement) or any other date notified by the Borrower to the Agent in accordance with Clauses 3.5(a) or 3.7(c)paragraph (a) of Clauses 3.5 (No later than sixty (60) days before the Intended Delivery Date) or paragraph (c) of Clause 3.7 (No later than five (5) Business Days before the Intended Delivery Date) as being the date on which the Builder and the Borrower have agreed that the Ship will be ready for delivery pursuant to the Shipbuilding Contract;.

““Interest Make-up Agreement”” means an agreement to be entered into between SIMEST and the Agent on behalf of the Lenders, in form and substance acceptable to the Mandated Lead Arrangers, whereby, inter alia, the return to the Lenders on the Loan made hereunder will be supplemented by SIMEST so that it equals that which the Lenders would have received if interest were payable on the Loan at LIBOR plus the Margin;.

““Interest Period”” means a period determined in accordance with Clause 7;7 (Interest Periods).

“Interpolated Screen Rate” means, in relation to the Loan or any part of the Loan, the rate which results from interpolating on a linear basis between:

each as of the Specified Time for Dollars.

““ISM Code”” means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime Organisation Assembly as Resolutions A.741 (18) and A.788 (19), as the same may be amended or supplemented from time to time (and the terms ““safety management system””, ““Safety Management Certificate”” and ““Document of Compliance”” have the same meanings as are given to them in the ISM Code);.

““ISPS Code”” means the International Ship and Port Facility Security Code adopted by the International Maritime Organisation;.

““Italian Authorities”” means SACE and/or SIMEST and any other relevant Italian authorities involved in the implementation of the Loan;.

““Lender”” means a bank or financial institution listed in Schedule 1 Schedule 1 (Lenders and Commitments) and acting through its Facility Office or its transferee, successor or assign;.

““Letter of Credit”” means a letter of credit issued by the Letter of Credit Issuer in favour of the Agent and released on 16 May 2014;.

““Letter of Credit Amount”” means the face amount of the Letter of Credit;.

““Letter of Credit Issue Date”” means the date falling fifteen (15) Business Days prior to the Intended Delivery Date;.

““Letter of Credit Issuer”” means Lehman Brothers Bank, Federal Savings Bank, a company incorporated in Delaware or any other financial institution acceptable to the Agent;.

““Letter of Credit Reduction”” means USD50,000,000 less the aggregate of:

“LIBOR” means, in relation to a particular period, the rate determined by the Agent to be that at which deposits of Dollars in amounts comparable with the amount for which LIBOR is to be determined and for a period equivalent to such period are being offered in the London interbank eurocurrency market at or about 11 a.m. (London time) on the Quotation Date for such period as displayed on the “Reuters Page LIBOR 01” on Reuter Monitor Money Rates Service (or such other page as may replace such “Reuters Page LIBOR 01” on such system or on any other system of the information vendor for the time being designated by the British Bankers’ Association to calculate the BBA Interest Settlement Rate (as defined in the British Bankers’ Association’s Recommended Terms and Conditions (“BBAIRS Terms”) dated August, 1985)), Provided that if on such date no such rate is so displayed, LIBOR for such period shall be the rate quoted to the Agent by the Lenders at the request of the Agent as the Lenders' offered rate for deposits of Dollars in an amount approximately equal to the amount in relation to which LIBOR is to be determined for a period equivalent to such period to prime banks in the London interbank eurocurrency market at or about 11 a.m. (London time) on the Quotation Date for such period;

““Limited Liability Company Interests Security Deed”” means a security pledge in relation to the limited liability company interests of the Borrower executed or to be executed by Oceania Cruises in favour of the Agent, the SACE Agent and the Lenders in the agreed form;.

“Loan” means the principal amount for the time being outstanding under this Agreement;

“LIBOR” means, in relation to the Loan or any part of the Loan:

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

“Loan” means the loan made or to be made available under this Agreement (including under the Deferral Tranches) or the principal amount outstanding for the time being of that loan.

““Majority Lenders”” means:

““Margin”” means zero point fifty five percent. (0.55%)per cent. per annum (0.55% p.a.), save for the 2021 Deferral Tranche in respect of which it shall mean zero point seventy five per cent. per annum; (0.75% p.a.).

““Maritime Registry”” means the maritime registry which the Borrower will specify to the Lenders no later than three (3) months before the Intended Delivery Date, being that of the Marshall Islands or such other registry as the Agent may, with the authorisation of the Majority Lenders, approve;.

““Maximum Loan Amount”” means the aggregate of:

“Mortgage” means the first priority mortgage on the Ship acceptable for registration on the Approved Flag and, if applicable, deed of covenant, executed or to be executed by the Borrower in favour of the Agent, the SACE Agent and the Lenders in the agreed form;

“Negotiation Period” has the meaning given in Clause 6.8;

with (X) the Loan currently outstanding (including the drawn part of the 2020 Deferral Tranche) on the 2021 Deferral Effective Date being equal to $ 203,032,583.10 and (Y) an amount equal to $ 56,372,560.68 under the 2021 Deferral Tranche being available for utilisation, to be made (or deemed to be made) available as provided for in this Agreement.

“Mortgage” means the Original Mortgage, as amended pursuant to both Mortgage Addenda and as may be further amended and/or supplemented from time to time.

“Mortgage Addenda” means:

““Obligors”” means the Borrower, the Guarantor, Oceania Cruises and (in the event that the Approved Manager is a member of the Group) the Approved Manager;.

““OFAC”” means the Office of Foreign Assets Control of the United States Department of the Treasury;.

““Oceania Cruises”” means Oceania Cruises IncS. De R.L., a Panamanian sociedad anonimade responsabilidad limitada domiciled in Panama whose resident agent is Marcela Rojas de Perez at 10 Elvira Mendez Street, Top Floorat Arifa Building, West Boulevard, Santa Maria Business District, Panama, Republic of Panama;.

““Oceania Cruises Guarantee”” means a guarantee issued as provided in Clause 3.2 3.2 (No later than the date of the Original Facility Agreement) by Oceania Cruises in favour of the Agent, the SACE Agent and the Lenders and terminated on the Effective Date;.

“Original Facility Agreement” has the meaning given to such term in Recital (D).

“Original Guarantee” means the guarantee originally dated 31 October 2014 granted by the Guarantor in favour of, among others, the Agent.

“Original Mortgage” means the first preferred Marshall Islands mortgage on the Ship executed by the Borrower in favour of, among others, the Agent dated 19 January 2011.

“Original Principles” has the meaning given in Recital (G).

““Other Loan Agreement”” means the loan agreement dated on the date of the Loan Agreement between Marina New Build, LLC and the parties to this Agreement (other than the Borrower) and(as previously amended by a supplemental agreement dated 25 October 2010, as amended and restated on or aroundby an amendment and restatement agreement dated 31 October 2014, as further amended by a supplemental agreement dated 4 June 2020 and as further amended and restated by an amendment and restatement agreement dated on or about the date of the 2021 Amendment and Restatement Agreement;).

““Other Ship”” means the passenger cruise ship defined as the ““Ship”” in the Other Loan Agreement;.

“Overnight LIBOR” means, on any date, the London interbank offered rate, being the day to day rate at which Dollars are offered to prime banks in the London interbank market and published by the British Bankers’ Association at or about 11.00 a.m. London time on page LIBOR01 of the Reuters screen. If the agreed page is replaced or the service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower;

“Overnight LIBOR” means, in relation to the Loan or any part of the Loan:

and if, in either case, that rate is less than zero, Overnight LIBOR shall be deemed to be zero.

““Participating Member State”” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union;.

““Party”” means a party to this Agreement from time to time;.

“Permitted Financial Indebtedness” means any Financial Indebtedness:

““Permitted Security Interests”” means:

““Pertinent Document”” means:

““Pertinent Matter”” means:

and covers any such transaction, matter or statement, whether entered into, arising or made at any time before the signing of this Agreement or on or at any time after that signing;.

“Poseidon Principles” means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published in June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organisation from time to time.

““Post-Delivery Assignment”” means an assignment of the rights of the Borrower in respect of the post-delivery guarantee liability of the Builder under Article 25 of the Shipbuilding Contract executed or to be executed by the Borrower in favour of the Agent, the SACE Agent and the Lenders in the agreed form;.

““Prestige Holdings”” means Prestige Cruise Holdings Inc. a Panamanian sociedad anonima domiciled in Panama whose resident agent is Arias, Fabrega & Fabrega at Plaza 2000 Building, 16th Floor, 50th Street, Panama, Republic of Panama;.

““Prestige Holdings Guarantee”” means a guarantee issued as provided in Clause 3.2 3.2 by Prestige Holdings in favour of the Agent, the SACE Agent and the Lenders and terminated on the Effective Date;.

“Principles” has the meaning given in Recital (I).

““Prior Guarantees”” means the Oceania Cruises Guarantee and the Prestige Holdings Guarantee;.

““Prior Guarantors”” means Oceania Cruises and Prestige Holdings;.

“Prohibited Payment” means:

““Prohibited Person”” means any person (whether designated by name or by reason of being included in a class of persons) against whom Sanctions are directed;.

““Protocol of Delivery and Acceptance”” means the protocol of delivery and acceptance of the Ship to be signed by the Borrower and the Builder in accordance with Article 8 of the Shipbuilding Contract;.

““Quotation Date”Day” means, in relation to any Interest Period (or any other period for which an interest rate is to be determined under any provision of a Finance Document), the day on whichtwo Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would ordinarilynormally be given by leading banks in the LondonRelevant Interbank Market for deposits in the currency in relation to which such rate is to be determined for delivery on the first day of that Interest Period or other period;on more than one day, the Quotation Day will be the last of those days).

“Reference Bank Quotation” means any quotation supplied to the Agent by a Reference Bank.

“Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks:

as the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator; or

“Reference Banks” means such entities as may be appointed by the Agent in consultation with the Borrower.

“Relevant Interbank Market” means the London interbank market.

“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.

““Repayment Date”” means a date on which a repayment is required to be made under Clause 5;5 (Repayment).

“Replacement Benchmark” means a benchmark rate which is:

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 (ii) above;

““Requisition Compensation”” includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (b) (b) of the definition of ““Total Loss”;”.

“SACE” means Servizi Assicurativi del Commercio Estero - SACE SpA;

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“Restricted Creditor Party” means a Creditor Party which serves a notice pursuant to paragraph (b) of Clause 1.5 (Non-applicable provisions between the Obligors, German Lenders and any Creditor Party subject to the EU Blocking Regulation).

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

““SACE Agent”” means Crédit Agricole Corporate and Investment Bank, a French ““société anonyme””, having a share capital of EUR 7,254,575,2717,851,636,342.00 and its registered office located at 9, Quai du Président Paul Doumer, 92920 Paris La Défense12 Place des États-Unis, CS 70052 92547, Montrouge cCedex, France, registered under the n° Siren 304 187 701 at the Registre du Commerce et des Sociétés of Nanterre or any successor of it appointed under Clause 25;25 (Role of the Agent and the Mandated Lead Arrangers).

““SACE Insurance Policy”” means the insurance policy (as amended and supplemented from time to time) in respect of this Agreement to be issued by SACE for the benefit of the Lenders, in form and substance satisfactory to the Agent;.

““SACE Premium”” means the amount payable by the Borrower to SACE through the Agent in twoseveral instalments in respect of the SACE Insurance Policy as set out in Clause 9;9 (SACE Premium and Italian Authorities) including the Deferral Tranche Premia (provided, for the avoidance of doubt, that the 2021 Deferral Tranche Premium shall not be financed).

“SACE Reimbursement Agreement” means the reimbursement agreement entered into on or before the Effective Date, as the context may require, between the Borrower, the Guarantor, the Lenders, the Agent, the SACE Agent and SACE.

“Safety Management Certificate” has the meaning given to it in the ISM Code.

“Sanctions” means any sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment, exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):

by which any Obligor is bound or to which it is subject or, as regards a regulation, compliance with which is reasonable in the ordinary course of business of any Obligor.

“Screen Rate” means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for Dollars for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page LIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

“Screen Rate Contingency Period” means fifteen (15) Business Days.

“Screen Rate Replacement Event” means, in relation to a Screen Rate:

“Second Supplemental Tripartite General Assignment” means second priority assignment, supplemental to the Tripartite General Assignment, as previously supplemented by the Supplemental Tripartite General Assignment, dated on or about the date of the 2021 Amendment and Restatement Agreement and made between the parties to the Tripartite General Assignment.

““Secured Liabilities”” means all liabilities which the Borrower, the Obligors or any of them have, at the date of thisthe Original Facility Agreement or at any later time or times, under or in connection with any Finance Document or any judgment relating to any Finance Document; and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country;.

““Security Interest”” means:

““Security Period”” means the period commencing on the date of thisthe Original Facility Agreement and ending on the date on which:

““Security Requirement” means the amount in Dollars (as certified by the Agent whose certificate shall, in the absence of manifest error, be conclusive and binding on the Borrower and the Agent) which is at any relevant time one hundred per cent (100%) of the Loan;.

““Security Value”” means the amount in Dollars (as certified by the Agent whose certificate shall, in the absence of manifest error, be conclusive and binding on the Borrower and the Agent) which, at any relevant time, is the aggregate of (i) the market value of the Ship as most recently determined in accordance with Clause 13.1813.18 (Trading with the United States of America); and (ii) the market value of any additional security for the time being actually provided to the Agent pursuant to Clause 14;14 (Security Value Maintenance).

““Ship”” means the passenger cruise ship currently designated with Hull No.[*] (as more particularly described in the Shipbuilding Contract) to be constructed under the Shipbuilding Contract and to be delivered to, and purchased by, the Borrower and registered in its name under an Approved Flag with the name “RIVIERA”;”Riviera” (ex. Hull number [*]) in the registered ownership of the Borrower under the Marshall Islands maritime registry (official no. 4353).

““Shipbuilding Contract”” has the meaning given in Recital (A);(A).

““SIMEST”” means Società Italiana per Le Imprese all’'Estero - SIMEST Spa, which grants export subsidies in Italy under and according to the Italian Legislative Decree n. 143/98 and its amendments;.

“Specified Time” means a day or time determined in accordance with the following:

“Supplemental Security Document” means each of:

“Supplemental Tripartite General Assignment” means a second priority assignment, supplemental to the Tripartite General Assignment, dated 4 June 2020 and made between the parties to the Tripartite General Assignment.

““Taxes”” means all present and future income and other taxes, levies, imposts, deductions, compulsory liens and withholdings whatsoever together with interest thereon and penalties with respect thereto, if any, and any payments made on or in respect thereof and ““Taxation”” shall be construed accordingly;.

““Time Charter Assignment”” means a deed creating security in respect of a time or consecutive voyage charter in respect of the Ship (including any guarantee in respect of the obligations of the charterer under the charter) executed by the Borrower in favour of the Agent, the SACE Agent and the Lenders pursuant to Clause 13.14; (Pooling of earnings and charters).