​

Exhibit 10.9

[*]: 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 June 2021

​

​

o CLASS PLUS TWO, LLC

as Borrower

and

NCL CORPORATION LTD.

as Guarantor

and

​

OCEANIA CRUISES S. DE R.L.

as 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

BNP PARIBAS FORTIS S.A./N.V.

HSBC BANK PLC

KFW IPEX-BANK GMBH

CASSA DEPOSITI E PRESTITI S.P.A.

BANCO SANTANDER, S.A.

SOCIÉTÉ GÉNÉRALE

as Joint Mandated Lead Arrangers

and

BNP PARIBAS

as Facility Agent

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as SACE Agent

and

HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED

as Security Trustee

AMENDMENT AND RESTATEMENT AGREEMENT

relating to a facility agreement originally dated 19 December 2018 (as amended and restated by an amendment and restatement agreement dated 17 February 2021)
in respect of the part financing of the 1,258 passenger cruise ship newbuilding
​

​

​

​

presently designated as Hull No.[*] at Fincantieri S.p.A

‌​

​

Index

Clause‌Page

​

1 Definitions and Interpretation‌2

2 Conditions Precedent‌3

3 Representations‌4

4 Amendment and Restatement of Facility Agreement and Other Finance Documents‌4

5 Further Assurance‌5

6 Costs, Expenses and Fees‌5

7 Notices‌5

8 Counterparts‌5

9 Signing Electronically‌6

10 Governing Law‌6

11 Enforcement‌6

​

Schedules

​

Schedule 1 The Lenders‌

Part A The Tranche A Lenders‌

Part B The Tranche B Lenders‌

Schedule 2 Conditions Precedent‌

Schedule 3 Form of Effective Date Certificate‌

​

Execution

​

Execution Pages‌7

​

Appendices

​

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

​

​

​

​

‌​

​

THIS AGREEMENT is made on 17 June 2021

​

​

​

In this Agreement:

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.

​

The Borrower and the Facility 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 11 (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, 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, by reference to the circumstances then existing.

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 Guarantor confirms that:

On the Effective Date, each Obligor confirms that:

​

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

Clause 12.20 (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.

​

O Class Plus Two

Amendment and Restatement Agreement

Execution Pages

​

BORROWER

SIGNED by)/s/ Daniel S. Farkas

duly authorised)Daniel S. Farkas

for and on behalf of)

O CLASS PLUS TWO, LLC)

​

​

​

​

GUARANTOR

SIGNED by)/s/ Daniel S. Farkas

duly authorised)Daniel S. Farkas

for and on behalf of)

NCL CORPORATION LTD.)

​

​

​

​

SHAREHOLDER

SIGNED by)/s/ Daniel S. Farkas

for and on behalf of)Daniel S. Farkas

OCEANIA CRUISES S. DE R.L.)

as its duly appointed attorney-in-fact)

in the presence of:)/s/ Jared G. Silberhorn

)Jared G. Silberhorn

)7665 Corporate Center Drive

)Miami, FL 33126 USA

​

​

​

​

HOLDING

​

SIGNED by)/s/ Daniel S. Farkas

for and on behalf of)Daniel S. Farkas

NORWEGIAN CRUISE LINE)

HOLDINGS LTD.)

as its duly appointed attorney-in-fact)

in the presence of:)/s/ Jared G. Silberhorn

)Jared G. Silberhorn

)7665 Corporate Center Drive

)Miami, FL 33126 USA

​

​

​

​

‌​

O Class Plus Two

Amendment and Restatement Agreement

​

LENDERS

​

SIGNED by)/s/ Cosmo Fisher

duly authorised )Cosmo Fisher

for and on behalf of)Attorney-in-Fact

CRÉDIT AGRICOLE CORPORATE)

AND INVESTMENT BANK)

​

​

​

SIGNED by)/s/ Bruno Cloquet

duly authorised )Bruno Cloquet

for and on behalf of)Global Head of Exporters and ECAs Origination

BNP PARIBAS FORTIS S.A./N.V.)

)/s/ Michel Froidebise

)Michel Froidebise

)Head of Export Finance Nordic Origination

​

​

​

SIGNED by)/s/ Varsha Sharan

duly authorised )Varsha Sharan

for and on behalf of)Director

HSBC BANK PLC)

​

​

​

SIGNED by)/s/ Maria Gazi

duly authorised )Maria Gazi

for and on behalf of)Attorney-in-Fact

KFW IPEX-BANK GMBH)

​

​

​

SIGNED by)/s/ Enrico Semprebene

duly authorised )Enrico Semprebene

for and on behalf of)

CASSA DEPOSITI E PRESTITI S.P.A.)

​

​

​

SIGNED by)/s/ Juana González Damen

duly authorised )Juana González Damen

for and on behalf of)

BANCO SANTANDER S.A.)/s/ Natalia San Miguel Aguado

)Natalia San Miguel Aguado

​

​

​

​

SIGNED by)/s/ Isabella Roberts

duly authorised )Isabella Roberts

for and on behalf of)Attorney-in-Fact

SOCIETE GENERALE)

​

​

​

‌​

O Class Plus Two

Amendment and Restatement Agreement

MANDATED LEAD ARRANGERS

​

SIGNED by)/s/ Cosmo Fisher

duly authorised )Cosmo Fisher

for and on behalf of)Attorney-in-Fact

CRÉDIT AGRICOLE CORPORATE )

AND INVESTMENT BANK)

​

​

​

SIGNED by)/s/ Bruno Cloquet

duly authorised )Bruno Cloquet

for and on behalf of)Global Head of Exporters and ECAs Origination

BNP PARIBAS FORTIS S.A./N.V.)

)/s/ Michel Froidebise

)Michel Froidebise

)Head of Export Finance Nordic Origination

​

​

​

SIGNED by)/s/ Varsha Sharan

duly authorised )Varsha Sharan

for and on behalf of)Director

HSBC BANK PLC)

​

​

​

​

SIGNED by)/s/ Maria Gazi

duly authorised )Maria Gazi

for and on behalf of)Attorney-in-Fact

KFW IPEX-BANK GMBH)

​

​

​

​

SIGNED by)/s/ Enrico Semprebene

duly authorised )Enrico Semprebene

for and on behalf of)

CASSA DEPOSITI E PRESTITI S.P.A.)

​

​

​

​

SIGNED by)/s/ Juana González Damen

duly authorised )Juana González Damen

for and on behalf of)

BANCO SANTANDER S.A.)/s/ Natalia San Miguel Aguado

)Natalia San Miguel Aguado

​

​

​

​

SIGNED by)/s/ Isabella Roberts

duly authorised )Isabella Roberts

for and on behalf of)Attorney-in-Fact

SOCIETE GENERALE)

​

‌​

O Class Plus Two

Amendment and Restatement Agreement

​

​

FACILITY AGENT

​

SIGNED by)/s/ Philippe Laude

duly authorised )Philippe Laude

for and on behalf of)

BNP PARIBAS )/s/ Georges Curey

) Georges Curey

) Head of Structured Export Finance

​

​

​

​

SACE AGENT

​

SIGNED by)/s/ Cosmo Fisher

duly authorised )Cosmo Fisher

for and on behalf of)Attorney-in-Fact

CRÉDIT AGRICOLE CORPORATE )

AND INVESTMENT BANK)

​

​

​

​

SECURITY TRUSTEE

​

SIGNED by)/s/ Daisuke Takekawa

duly authorised )Daisuke Takekawa

for and on behalf of)Authorised Signatory

HSBC CORPORATE TRUSTEE)

COMPANY (UK) LIMITED)

​

​

​

​

‌​

Execution version

APPENDIX

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

​

Amendments are indicated as follows:

​

​

Execution version

​

Originally dated 19 December 2018
(as amended and restated by an amendment and restatement agreement dated 17 February 2021 and as further amended and restated by an amendment and restatement agreement dated _____ February_____ 2021)

​

​

O CLASS PLUS TWO, LLC

as Borrower

and

THE BANKS AND FINANCIAL INSTITUTIONS
LISTED IN Schedule 1

as Lenders

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
BNP PARIBAS FORTIS S.A./N.V.
HSBC BANK PLC
KFW IPEX-BANK GMBH
CASSA DEPOSITI E PRESTITI S.P.A.
Banco Santander, S.A.
Société Générale

as Joint Mandated Lead Arrangers

and

BNP PARIBAS

as Facility Agent

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as SACE Agent

and

HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED

as Security Trustee

with the support of

SACE S.P.A.

AMENDED AND RESTATED facility AGREEMENT

relating to
the part financing of the 1,258 passenger cruise ship
newbuilding presently designated as
Hull No. [*] at Fincantieri S.p.A.

​

Index

Clause‌Page

1Interpretation‌3

2Facility‌3133

3Conditions Precedent‌3235

4Drawdown‌4042

5Repayment‌4245

6Interest‌4245

7Interest Periods‌4750

8SACE Premium and Italian Authorities‌4750

9Fees‌5054

10Taxes, Increased Costs, Costs and related Charges‌5155

11Representations and Warranties‌5862

12General Undertakings‌6468

13Ship Undertakings‌7579

14Insurance Undertakings‌8387

15Security Value Maintenance‌8690

16Cancellation, Prepayment and Mandatory Prepayment‌8892

17Interest on Late Payments‌9195

18Events of Default‌9195

19Application of Sums Received‌97101

20Indemnities‌97102

21Illegality, etc.‌100104

22Set-Off‌102106

23Bail-In‌102107

24Changes to the Lenders‌103107

25Changes to the Obligors‌109113

26Role of the Facility Agent, the Joint Mandated Lead Arrangers, the SACE Agent and the Reference Banks‌109113

27The Security Trustee‌117121

28Conduct of Business by the Creditor Parties‌129133

29Sharing among the Creditor Parties‌129134

30Payment Mechanics‌131135

31Variations and Waivers‌133137

32Notices‌134139

33Confidentiality‌137141

34Legal Independence and Unconditional Obligations of the Borrower‌141145

35SACE Subrogation and Reimbursement‌142146

36Supplemental‌144148

37Governing Law‌145150

38Enforcement‌146150

39Waiver of Immunity‌146150

40Effective Date‌147151

41Confidentiality of Funding Rates and Reference Bank Quotations‌147151

​

Schedules

​

Schedule 1 Lenders and Commitments‌150154

Part A The Tranche A Lenders‌154

Part B The Tranche B Lenders‌155

‌​

​

Schedule 2 Form of Drawdown Notice‌151156

Schedule 3 Documents to be produced by the Builder to the Facility Agent on Delivery‌153158

Schedule 4 Form of Transfer Certificate‌154159

Schedule 5 Qualifying Certificate‌158163

​

Execution

​

Execution Pages‌160165

​

​

​

‌​

​

THIS AGREEMENT is originally made on 19 December 2018 (as amended and restated by an amendment and restatement agreement dated _____ February 17 February 2021 and as further amended and restated by an amendment and restatement agreement dated _________ 2021)

PARTIES

BACKGROUND

​

as each such event is described in the Shipbuilding Contract.

​

OPERATIVE PROVISIONS

Subject to Clause 1.5 (General Interpretation), in this Agreement:

"2021 Amendment and Restatement Agreement" has the meaning given to such term in Recital (H).

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

"2021 Deferral Fee Letters" means any letter between the Facility Agent (or, as the case may be, the SACE Agent) and any Obligor which sets out the fees payable in connection with the arrangements contemplated by the February 2021 Amendment and Restatement Agreement.

"Additional SACE Premium" has the meaning given to such term in Clause 8.5 (Additional Premium).

"Advance" means the principal amount of each borrowing of a Tranche by the Borrower under this Agreement.

"Affiliate" means in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

"Aggregate SACE Premium" means, together, the SACE Premium and the Additional SACE Premium.

"Amended Maximum Loan Amount" means the aggregate of:

provided that such aggregated amount shall not, at any time, exceed the Total Commitments.

​

"Annex VI" means Annex VI (Regulations for the Prevention of Air Pollution from Ships, entered into on 19 May 2005) to the International Convention for the Prevention of Pollution from Ships 1973, as modified by the Protocol of 1978 relating thereto and by the Protocol of 1997 (MARPOL) and as further revised in October 2008 with such revised version having entered into force on 1 July 2010.

"Approved Broker" means Clarkson Platou, Barry Rogliano Salles, Fearnleys AS, Rocca & Partners, Brax Shipbrokers AS (or any Affiliate of such person through which valuations are commonly issued) or such other shipbroker or ship valuer experienced in valuing cruise ships nominated by the Borrower and approved by the Facility Agent.

"Approved Flag" means the Bermudian flag, the Marshall Islands flag, the Bahamas flag or such other flag as the Facility Agent may, with the approval of the Italian Authorities and at least four Lenders representing as a minimum the Majority Lenders, approve from time to time.

"Approved Manager" means any of the Borrower, NCL Corporation Ltd., NCL (Bahamas) Ltd., the Member as bareboat charterer or other member of the Group, or any company which is not a member of the Group which the Facility 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 or the Member as bareboat charterer, a letter of undertaking executed or to be executed by the Approved Manager in favour of the Facility 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 Secured 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, in relation to Tranche A, the period commencing on the Effective Date and, in relation to Tranche B, the period commencing on the date of this Agreement and ending on:

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

"Bail-In Legislation" means:

​

analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

"Bareboat Charter" means the bareboat charter of the Ship by the Borrower as owner to the Member as bareboat charterer which shall be entered into no later than the Delivery Date in a form of draft approved by the Facility Agent before the date of the Original Facility Agreement with such reasonable changes thereto as the Facility Agent may approve from time to time.

"Builder" has the meaning given in Recital (A).

"Business Day" means a day (other than a Saturday or a Sunday) on which banks are open in New York, Milan, Frankfurt, Brussels, Madrid, Paris, Rome and (in relation to any payment or purchase of Euros) which is a TARGET Day; and

"CDP" means Cassa Depositi e Prestiti S.p.A.

"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 or, in the case of the Borrower, the sole manager of the Borrower.

"Charged Property" means all of the assets which from time to time are, or are expressed to be, the subject of Security Interests pursuant to the Finance Documents.

"CIRR" means, in relation to the Loan, the applicable Commercial Interest Reference Rate determined in accordance with the OECD Arrangement on Guidelines for Officially Supported Export Credits, to be notified by SIMEST to the Facility Agent (through the SACE Agent) and expected to be one point zero six per cent. (1.06% p.a.) per annum.

"CIRR Break Costs" means, in respect of the Loan, all the amounts that SIMEST is entitled to charge, whether for taxes, costs, expenses, indemnities, penalties, losses or liabilities whatsoever, under and in accordance with the relevant Interest Make-up Agreement, including without limitation, as a result of any prepayment of all or any part of the Loan under this Agreement (whether voluntary, following acceleration of the Loan or otherwise), as a result of an Interest Make-up Event and/or as a result of the Borrower deciding to switch from the Fixed Interest Rate to another interest rate after the Drawdown Date. Such amounts include, without limitation, (i) breakage costs calculated on the basis of the net present value referred to in the relevant Interest Make-up Agreement, (ii) any amount due as a consequence of the close-out of any hedging arrangement entered into by SIMEST in relation to this Agreement, (iii) default interest and penalties (maggiorazioni) whenever applicable, and (iv) all amounts (if any) to be returned by the SACE Agent or the Facility Agent (as applicable) to SIMEST under and pursuant to the Interest Make-up Agreement.

"Code" means the United States Internal Revenue Code of 1986.

"Code of Ethics" means the code of ethics adopted by CDP, available on CDP's website (http://www.cdp.it/static/upload/cdp/cdp_code_ethics.pdf).

"Commitment" means, in relation to a Lender, the amount equal to the percentage of the Maximum Loan Amount set opposite its name in Schedule 1 (Lenders and Commitments), or, as the case may require, the amount specified in the relevant Transfer Certificate, in each case

​

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).a Tranche A Commitment or a Tranche B Commitment.

"Common Units" means all membership interests held at any time during the term of the limited liability company agreement of the Borrower by the Member, including, without limitation, the Member's (i) right to a distributive share of the income, gain, losses and deductions of the Borrower in accordance with the limited liability company agreement, (ii) the right to a distributive share of the Borrower's assets, and (iii) any securities issued in respect of or in exchange for common units, whether by way of dividend or other distribution, split reverse split, recapitalization, merger, rollup transaction, consolidation conversion or reorganization.

"Compliance Certificate" has the meaning given to the term "Compliance Certificate" in the Guarantee.

"Confidential Information" means all information relating to any Obligor, the Group, the Finance Documents or the Loan of which a Creditor Party becomes aware in its capacity as, or for the purpose of becoming, a Creditor Party or which is received by a Creditor Party from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

"Confidentiality Undertaking" means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrower and the Facility Agent.

"Contribution" means, in relation to a Lender, the amount of the Loan which is owing to that Lender.

​

"Corresponding Debt" means any amount, other than any Parallel Debt, which an Obligor owes to a Creditor Party under or in connection with the Finance Documents.

"Creditor Party" means the Facility Agent, the Security Trustee, the SACE Agent, the Joint Mandated Lead Arrangers or any Lender, whether as at the date of this Agreement or at any later time.

"Deferral Period" means the period from 1 April 2020 to 31 December 2022.

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Trustee

"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.

"Document of Compliance" has the meaning given to it in the ISM Code.

"Dollars", "$" and "USD" means the lawful currency for the time being of the United States of America.

"Drawdown Date" means, in relation to an Advance under a Tranche, the date on which the Loanthat Advance is drawn down and applied in accordance with Clause 2 (Facility).

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

"Earnings" means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower, by the Member as bareboat charterer 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 earlier of:

​

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

"Environmental Approval" means any present or future permit, ruling, variance or other authorisation required under Environmental Laws.

"Environmental Claim" means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, "claim" includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

"Environmental Incident" means:

"Environmental Law" means any present or future law relating to pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

​

"Environmentally Sensitive Material" means and includes all contaminants, oil, oil products, toxic substances and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.

"Equator Principles" means the standards entitled "A financial industry benchmark for determining, assessing and managing environmental and social risk in projects" dated June 2013 and adopted by certain financial institutions, as the same may be amended or supplemented from time to time.

"€STR" means the euro short term rate administered by the European Central Bank (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on the relevant page 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 Facility Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

"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.

"EURIBOR" means, in relation to the Loan or any part of the Loan:

and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero (except with respect to the Interest Make-Up Agreement).

"Euro", "Euros" 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 (Events of Default).

"Existing Indebtedness" means Financial Indebtedness referred to in the financial statements of the Guarantor delivered to the Facility Agent prior to the date of this Agreement.

"Exporter Declaration" means a declaration to be issued for an Advance under Tranche A in the form required by SIMEST at the relevant time duly signed by an authorised signatory of the Builder.

"Facility" means the term loan facility under Tranche A and Tranche B, made or to be made available under this Agreement as described in Clause 2.1 (Amount of facility).

"Facility Agent" means BNP Paribas, a French "société anonyme", having a share capital of two billion four hundred ninety-nine million five hundred ninety-seven thousand one hundred and twenty-two Euros (€2,499,597,122) and its registered office located at 16 Boulevard des Italiens, 75009, Paris, France, registered under the n° Siren 662.042.449 at the Registre du

​

Commerce et des Sociétés of Paris or any successor of it appointed under Clause 26 (Role of the Facility Agent and the Joint Mandated Lead Arrangers).

"Facility Agreement" means the Original Facility Agreement as amended and restated by the 2021 Amendment and Restatement Agreementhas the meaning given to such term in Recital (H).

"Facility Office" means the office or offices notified by a 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 (5) Business Days' written notice) as 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 the 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.

"February 2021 Amendment and Restatement Agreement" has the meaning given to such term in Recital (H).

"Fee Letter" means any letter dated on or about the date of the Original Facility Agreement between:

​

"Finance Documents" means:

​

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

"Financial Indebtedness" means, in relation to a person (the "debtor"), an indebtedness of the debtor:

"First Instalment" means the first instalment of the SACE Premium as more particularly described in paragraph (a) of Clause 8.1 (SACE Premium).

"Fixed Interest Rate" means, in respect of any Interest Period, the rate per annum determined by the Facility Agent to be the aggregate of:

"Fixed Rate Margin" means the difference between the Floating Rate Margin and the SIMEST Margin Contribution.

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

"Floating Rate Margin" means one point fifteen per cent. (1.15%).

​

"Funding Rate" means any individual rate notified by a Lender to the Facility Agent pursuant to sub-paragraph (i) of paragraph (e) of Clause 6.9 (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 an assignment of, inter alia, any Management Agreement, the Earnings, the Insurances, any charter and any Requisition Compensation, executed or to be executed by the Borrower, the Member as charterer 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 Security Trustee in the agreed form.

"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)).

"Gross Negligence" means any act or omission, whether deliberate or not, which in the circumstances (including both the probability and seriousness of the consequences likely to result) would reasonably be regarded by those familiar with the nature of the activity in question and with the surrounding circumstances, as amounting to the reckless disregard of, or serious indifference to, the consequences, being in any case more than a negligent failure to exercise proper skill and care.

"Group" means the Guarantor and its Subsidiaries.

"Guarantee" means the Original Guarantee as amended and restated pursuant to the February 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 Park Place, 55 Par-la-Ville Road, Hamilton HM11, 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.

"Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary.

"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 the information package in connection with the "Debt Holiday" application in the form set out in schedule 4 (Information Package) of the February 2021 Amendment and Restatement Agreement, submitted by the Borrower (or the Guarantor on

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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 the Borrower's and the Guarantor's obligations under this Agreement.

"Initial Contract Price" has the meaning given in Recital (B).

"Insurances" means:

"Intended Delivery Date" means [*] (the date on which the Ship will be ready for delivery pursuant to the Shipbuilding Contract as at the date of the Original Facility Agreement) or any other date notified by the Borrower to the Facility Agent in accordance with paragraph (a) of Clause 3.5 (No later than sixty (60) days before the Intended Delivery Date) or paragraph (c) of Clause 3.9 (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 on interest stabilisation (Capitolato per il Contributo Interessi) to be entered into between SIMEST and the SACE Agent on behalf of the Lenders and in form and substance acceptable to the SACE Agent, the Facility Agent and the Lenders, which provides, inter alia, for the applicable CIRR to be subsidised in relation to the Loan made available under this Agreement and to which the CIRR applies.

"Interest Make-up Event" means the occurrence of any circumstances which result in the termination, cancellation, revocation, cessation or suspension (in each case, in whole or in part) of the Interest Make-up Agreement or the Interest Make-up Agreement otherwise ceases or may cease to be in full force and effect or the SACE Agent notifies the Borrower that the Fixed Interest Rate is not available for any reason, in each case, in accordance with the terms of the Interest Make-up Agreement.

"Interest Period" means a period determined in accordance with Clause 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 Euros.

"ISM Code" means the International Safety Management Code for the safe operation of ships and for pollution prevention (including the guidelines on its implementation), adopted by the

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International Maritime Organisation as the same may be amended or supplemented from time to time.

"ISPS Code" means the International Ship and Port Facility Security (ISPS) Code adopted by the International Maritime Organisation (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

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

"June 2021 Amendment and Restatement Agreement" has the meaning given to such term in Recital (I).

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

"Legislative Decree 231/01" means the Italian legislative decree of 8 June 2001, no. 231 (Disciplina della responsabilità amministrativa delle persone giurdiche, delle società e delle associazioni anche prive di personalità giuridica, a norma dell'articolo 11 della legge 29 settembre 2000, n.300) as amended from time to time, on administrative vicarious liability of corporate entities.

"Lender" means a bank, financial institution, trust, fund or other entity listed in Schedule 1 (Lenders and Commitments) and acting through its Facility Office or its transferee, successor or assignTranche A Lender or a Tranche B Lender.

"Loan" means the aggregate principal amount outstanding for the time being outstanding under this Agreementof the borrowings under the Facility and "part of the Loan" means an Advance, a Tranche or a part of a Tranche.

"Majority Lenders" means:

"Management Agreement" means the management agreement (if any) entered or to be entered into between the Borrower and an Approved Manager which is not a member of the Group with respect to the Ship on terms reasonably acceptable to the Majority Lenders and SACE.

"Margin" means:

"Maritime Registry" means the maritime registry which the Borrower will specify to the Lenders no later than 90 days before the Intended Delivery Date, being that of Bermuda, the Marshall Islands, Bahamas or such other registry as the Facility Agent may, with the approval

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of the Italian Authorities and at least three Lenders representing as a minimum the Majority Lenders, approve.

"Material Adverse Effect" means the occurrence of any event or circumstance which reasonably would be expected to have a material adverse effect on:

"Maximum Loan Amount" means the aggregate of:

provided that such amount shall not, at any time, exceed four hundred and eighty million two hundred and forty eight thousand nine hundred and sixty two Euros and sixty six cents (€480,248,962.66).

"Member" means Oceania Cruises S. de R.L., a Panamanian sociedad de responsabilidad limitada domiciled in Panama whose resident agent is at Arifa Building, West Boulevard, Santa Maria Business District, Panama, Republic of Panama as the sole member of the Borrower.

"Minor Modification" means a modification of the plans or the specification or the construction of the Ship under Article 24 of the Shipbuilding Contract, resulting in a contract price increase or decrease of less than [*] Euros (€[*]).

"Model" means the principles of the compliance system adopted by CDP pursuant to Legislative Decree 231/01, available on CDP's website (https://en.cdp.it/kdocs/1896656/Organization_Management_and_Control_Model_pursuant_to_Italian_Legislative_Decree_No._231-01_EN.pdf).

"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 Security Trustee in the agreed form.

"Obligors" means the Borrower, the Guarantor, the Member and (in the event that the Approved Manager is a member of the Group) the Approved Manager.

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

"Original Guarantee" means the guarantee issued by the Guarantor in favour of the Security Trustee on 19 December 2018.

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"Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated or formed, as the case may be, as at the date of this Agreement.

"Original Maximum Loan Amount" means the aggregate of:

provided that such amount shall not, at any time, exceed four hundred and eighty million two hundred and forty eight thousand nine hundred and sixty two Euros and sixty six cents (€480,248,962.66).

"Original Principles" has the meaning given in Recital (E).

"Parallel Debt" means any amount which an Obligor owes to the Security Trustee under Clause 27.2 (Parallel Debt (Covenant to pay the Security Trustee)).

"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:

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"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.

"Pledge Agreement" means a document creating security over the limited liability company interests in the Borrower in the agreed form.

"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 Security Trustee in the agreed form.

"Principles" has the meaning given to such term in Recital (F).

"Prohibited Jurisdiction" means any country or territory which is, or whose government is, the target of country-wide or territory-wide Sanctions.

"Prohibited Payment" means:

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Sanctions, any laws of the Republic of Italy, England and Wales, Panama, the Council of the European Union, Germany, the United States of America or any other applicable jurisdiction; or

"Prohibited Person" means any person that (i) appears on any Sanctions list of prohibited persons, (ii) is directly or indirectly owned 50 percent or more by, or directly or indirectly controlled by, one or more persons covered by sub-section (i) above, or (iii) is located, is resident in or is incorporated or formed, as the case may be, under the laws of a Prohibited Jurisdiction.

"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.

"Qualifying Certificate" means the certificate to be issued by the Builder on the Delivery Date and issued to the Facility Agent and copied to the Borrower substantially in the form set out in Schedule 5 (Qualifying Certificate).

"Quotation Day" means in relation to any period for which an interest rate is to be determined, two 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 Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

"Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property

"Reference Bank Quotation" means any quotation supplied to the Facility 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 Facility 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

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

"Relevant Interbank Market" means the European Interbank Market.

"Relevant Jurisdiction" means, in relation to an Obligor:

"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 (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;

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

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

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"Restricted Creditor Party" means a Creditor Party which serves a notice pursuant to paragraph (a) of Clause 36.7 (Non-applicable provisions between the Obligors, German Lenders and any Creditor Party subject to the EU Blocking Regulation).

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

"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 seven billion eight hundred and fifty one million six hundred and thirty six thousand three hundred and forty two Euros (€7,851,636,342) and its registered office located at 12, place des Etats-Unis, CS 70052, 92547 Montrouge cedex, 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 26 (Role of the Facility Agent and the Joint Mandated Lead Arrangers).

"SACE Insurance Policy" means the insurance policy (as amended and supplemented from time to time) in respect of this Agreement (which, in all material respects, is not inconsistent with the commercial terms of this Agreement) issued or to be issued by SACE for the benefit of the Lenders in respect of one hundred per cent. (100%) of the Loan in form and substance satisfactory to the Facility Agent and all the Lenders.

"SACE Premium" means the amount payable by the Borrower to SACE directly or through the SACE Agent in two instalments, being the SACE Premium Instalments, in respect of the SACE Insurance Policy as set out in Clause 8 (SACE Premium and Italian Authorities), in addition to the Additional SACE Premium (provided, for the avoidance of doubt, that the Additional SACE Premium shall not be financed).

"SACE Premium Instalments" means each of the First Instalment and Second Instalment.

"SACE Required Documents" means in relation to the Drawdown Notice under Tranche A:

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

"Sanctions" means any financial, economic or trade sanctions, embargoes or other restrictions relating to trading, doing business, investment, exporting, importing, travelling, financing or making assets available (or other activities similar to or connected with any of the foregoing):

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"SBC Effective Date" means the effective date under the Shipbuilding Contract.

"Screen Rate" means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR 01 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 Facility 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:

(b)

(i)

provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

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economic reality that it is intended to measure and that representativeness will not be restored (as determined by such supervisor); and

"Second Instalment" means the second instalment of the SACE Premium as more particularly described in paragraph (b) of Clause 8.1 (SACE Premium).

"Secured Liabilities" means all liabilities which the Borrower, the Obligors or any of them have, at the Effective Date 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.

"Secured Party" means SACE, the Facility Agent, the Security Trustee, the SACE Agent, the Joint Mandated Lead Arrangers or any Lender whether at the date of the Original Facility Agreement or any later time, a Receiver or any Delegate.

"Security Interest" means:

"Security Period" means the period commencing on the Effective Date and ending on the date on which:

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"Security Property" means:

except:

"Security Requirement" means the amount in Euros (as certified by the Facility Agent whose certificate shall, in the absence of manifest error, be conclusive and binding on the Borrower and the Facility Agent) which is at any relevant time one hundred and twenty-five per cent. (125%) of the Loan.

"Security Trustee" means HSBC Corporate Trustee Company (UK) Limited, a company incorporated in England and Wales (with registered number 6447555) whose registered office

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is located at 8 Canada Square, London, E14 5HQ or any successor of it appointed under Clause 27 (The Security Trustee).

"Security Value" means the amount in Euros (as certified by the Facility Agent whose certificate shall, in the absence of manifest error, be conclusive and binding on the Borrower and the Facility Agent) which, at any relevant time, is the aggregate of (i) the charter free market value of the Ship as most recently determined in accordance with Clause 13.4 (Valuation of the Ship); and (ii) the market value of any additional security for the time being actually provided to the Facility Agent pursuant to Clause 15 (Security Value Maintenance).

"Servicing Party" means the Facility Agent or the Security Trustee.

"Shareholder" means Oceania Cruises S. de R.L., a Panamanian sociedad de responsabilidad limitada domiciled in Panama whose resident agent is at Arifa Building, West Boulevard, Santa Maria Business District, Panama, Republic of Panama as the sole member of the Borrower.

"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.

"Shipbuilding Contract" has the meaning given in Recital (A).

"SIMEST" means Società Italiana per Le Imprese all'Estero - SIMEST S.p.A., which grants export subsidies in Italy under and according to the Italian Legislative Decree n. 143/98 and its amendments.

"SIMEST Margin Contribution" means the margin contribution approved and granted by SIMEST to the Lenders under the Interest Make-up Agreement as communicated by the SACE Agent to the Creditor Parties and the Borrower following the date of the Original Facility Agreement as soon as the SACE Agent is made aware of it.

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

"Structuring Fee" has the meaning given in paragraph (a) of Clause 9 (Fees).

"Subordinated Debt Security" has the meaning given in sub-paragraph (ii) of paragraph (b) of Clause 12.14 (Financial Indebtedness and subordination of indebtedness).

"Subsidiary" has the following meaning:

a company (S) is a subsidiary of another company (P) if:

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and any company of which S is a subsidiary is a parent company of S.

"TARGET2" means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

"TARGET Day" means any day on which TARGET2 is open for the settlement of payment in Euros.

"Tax" means any tax, levy, impost, duty, assessment, fee, deduction or other charge or withholding of a similar nature imposed by any governmental authority (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Third Party Act" means the Contracts (Rights of Third Parties) Act 1999.

"Total Commitments" means the aggregate of the Total Tranche A Commitments and the Total Tranche B Commitments, being four hundred and ninety-three million, four hundred and sixty-five thousand, two hundred and forty-nine Euros and ninety-two Cents (€493,465,249.92) as at the date of this Agreement.

"Total Loss" means:

"Total Loss Date" means:

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"Total Tranche A Commitments" means the aggregate of the Tranche A Commitments, being four hundred and eighty million two hundred and forty eight thousand nine hundred and sixty two Euros and sixty six cents (€480,248,962.66) as at the date of this Agreement.

"Total Tranche B Commitments" means the aggregate of the Tranche B Commitments, being thirteen million, two hundred and sixteen thousand, two hundred and eighty-seven Euros and twenty-six Cents (€13,216,287.26) as at the date of this Agreement.

"Tranche" means Tranche A or Tranche B.

"Tranche A" means the part of the Facility to be made available by the Tranche A Lenders to the Borrower to finance (i) up to the Eligible Amount, being four hundred sixty two million nine hundred and sixty thousand Euros (€462,960,000), corresponding to all or part of eighty per cent. (80%) of the Final Contract Price, (ii) the First Instalment of the SACE Premium and (iii) the Second Instalment of the SACE Premium.

"Tranche A Commitments" means, in relation to a Tranche A Lender, the amount set opposite its name under the heading "Tranche A Lenders" in Part A of Schedule 1 (Lenders and Commitments) and the amount of any Tranche A Commitment transferred to it under this Agreement, to the extent not cancelled, reduced, terminated or transferred by it under this Agreement.

"Tranche A Lender" means a bank, financial institution, trust, fund or other entity listed in Part A of Schedule 1 (Lenders and Commitments) and acting through its Facility Office or its transferee, successor or assign.

"Tranche B" means the part of the Facility to be made available by the Tranche B Lenders to the Borrower to finance, if applicable, the second instalment of the Additional SACE Premium, calculated in accordance with paragraph (a)(ii) of Clause 8.5 (Additional Premium).

"Tranche B Commitments" means, in relation to a Tranche B Lender, the amount set opposite its name under the heading "Tranche B Lenders" in Part B of Schedule 1 (Lenders and Commitments) and the amount of any other Tranche B Commitment transferred to it under this Agreement, to the extent not cancelled, reduced, terminated or transferred by it under this Agreement.

"Tranche B Lender" means a bank, financial institution, trust, fund or other entity listed in Part B of Schedule 1 (Lenders and Commitments) and acting through its Facility Office or its transferee, successor or assign.

"Transaction Documents" means the Finance Documents and the Underlying Documents.

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"Transfer Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower.

"UK Bail-In Legislation" means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

"Underlying Documents" means the Shipbuilding Contract, any Management Agreement, any bareboat charter and any charter and associated guarantee in respect of which a notice of assignment is required to be served under the terms of the General Assignment.

"Unpaid Sum" means (i) any sum due and payable but unpaid by an Obligor under the Finance Documents and (ii) any part of the Aggregate SACE Premium unpaid by the Borrower.

"US" means the United States of America.

"VAT" means:

"Write-down and Conversion Powers" means:

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institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

In this Agreement:

"Facility Agent", the "SACE Agent", the "Joint Mandated Lead Arranger", the "Security Trustee", "SACE", any "Creditor Party", any "Secured Party", any "Lender", any "Tranche A Lender", any "Tranche B Lender", any "Obligor" or any other "person", shall be construed so as to include its successors in title, permitted assigns and permitted transferees.

"approved by the Lenders" (or any similar determination or instruction by the Lenders) means approved in writing by the Facility Agent acting on the instructions of all the Lenders and approved in writing by the SACE Agent acting on the instructions of SACE (or the Lenders only to the extent the SACE Insurance Policy does not cover the event for which such instruction or approval is required) (on such conditions as they may respectively impose) and any requirement for approval by all the Lenders shall mean prior approval.

"approved by the Majority Lenders" (or any similar determination or instruction by the Majority Lenders) means approved in writing by the Facility Agent acting on the instructions of the Majority Lenders and approved in writing by the SACE Agent acting on the instructions of SACE (or the Majority Lenders only to the extent the SACE Insurance Policy does not cover the event for which such instruction or approval is required) (on such conditions as they may respectively impose) and otherwise "approved" means approved in writing by the Facility Agent (on such conditions as the Facility Agent may impose) and "approval" and "approve" shall be construed accordingly and any requirement for approval by the Facility Agent, the SACE Agent or the Majority Lenders shall mean prior approval.

"asset" includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment.

"company" includes any partnership, joint venture and unincorporated association.

"consent" includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation.

"contingent liability" means a liability which is not certain to arise and/or the amount of which remains unascertained.

"date of this Agreement" means _____­February­­­­_______ 2021.

"document" includes a deed; also a letter or electronic mail.

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"expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Taxes including VAT.

"including" and "in particular" (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used.

"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

"law" includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council.

"legal or administrative action" means any legal proceeding or arbitration and any administrative or regulatory action or investigation.

"liability" includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise.

"months" shall be construed in accordance with Clause 1.4 (Meaning of "month").

"parent company" has the meaning given in the definition of "Subsidiary".

"person" includes any individual, firm, company, corporation, government, any state, political sub-division of a state and local or municipal authority, agency of a state or any association, trust, joint venture, consortium or partnership; and any international organisation (whether or not having a separate legal personality).

"proceedings" means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure.

"regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation.

"approved" means, for the purposes of Clause 14 (Insurance Undertakings), approved in writing by the Facility Agent.

"excess risks" means the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Ship in consequence of its insured value being less than the value at which the Ship is assessed for the purpose of such claims.

"obligatory insurances" means all insurances effected, or which the Borrower is obliged to effect, under Clause 14 (Insurance Undertakings) or any other provision of this Agreement or another Finance Document.

"policy" in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.

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"protection and indemnity risks" means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.

"war risks" includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls)(1/10/83).

A period of one or more "months" ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started ("the numerically corresponding day"), but:

and "month" and "monthly" shall be construed accordingly.

In this Agreement:

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In interpreting a Finance Document or any provision of a Finance Document, all clauses, sub-clauses and other headings in that and any other Finance Document shall be entirely disregarded.

The schedules form an integral part of this Agreement.

Subject to the other provisions of this Agreement, the Lenders agree to make available to the Borrower a loan not exceeding the Maximum Loan Amount intended to be applied as follows:

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Subject to the other provisions of this Agreement,:

(a)each Tranche A Lender shall participate in the Advance under Tranche A in the proportion which, as at the Drawdown Date, its Tranche A Commitment bears to the Total Tranche A Commitments; and

The Borrower undertakes with each Secured Party to use the Loan:

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No Creditor Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The obligations of the Lenders under this Agreement are several; and a failure of a Lender to perform its obligations under this Agreement shall not result in:

and in no circumstances shall a Lender have any responsibility for a failure of another Lender to perform its obligations under this Agreement or any other Finance Document.

The Borrower may only draw the Loanan Advance under a Tranche when the following conditions have been fulfilled to the satisfaction of the Facility Agent and provided no Event of Default shall have occurred and remains unremedied or is likely to occur as a consequence of the drawing of the Loan:

The Facility Agent shall have received no later than the Effective Date:

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The Facility Agent shall have received no later than two (2) years before the Intended Delivery Date, payment of the remaining portion of the Structuring Fee as set out in and payable in accordance with the relevant Fee Letter.

The Facility Agent (or the SACE Agent in respect of paragraphs (c), (e) and (f) below) shall have received no later than ninety (90) days before the Intended Delivery Date:

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The Facility Agent shall have received from the Borrower no later than sixty (60) days before the Intended Delivery Date:

The Facility Agent shall have received from the Borrower no later than forty-five (45) days before the Intended Delivery Date (and on each subsequent date on which a Compliance Certificate is to be received by the Security Trustee pursuant to paragraph (c) of clause 11.3 (Provision of financial statements) of the Guarantee) a duly completed Compliance Certificate from the Guarantor;.

The SACE Agent (with a copy to the Facility Agent) shall have received from the Borrower no later than [*] ([*]) days before the Intended Delivery Date notification, signed by a duly authorised signatory of the Borrower, specifying which of the Fixed Interest Rate or the Floating Interest Rate shall be applicable to the Loan until the date of payment of the final repayment instalment of the Loan.

The Facility Agent shall have received no later than fifteen (15) Business Days before the Intended Delivery Date insurance documents in form and substance satisfactory to the Lenders confirming that the Insurances have been effected and will be in full force and effect on the Delivery Date.

The Facility Agent shall have received no later than five (5) Business Days before the Intended Delivery Date:

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(h)provided always that, in relation to paragraphs (a) and (b) above, the obligations of the relevant Lenders to make the Loansuch Advance under each of Tranche A and Tranche B, as applicable, available on the Delivery Date are subject to the Lenders remaining satisfied that each of the SACE Insurance Policy and the Interest Make-up Agreement will cover the Loan following the advance of the Loansuch Advances, payment of the Second Instalment and delivery to the Facility Agent of the documents listed in Schedule 3 (Documents to be produced by the Builder to the Facility Agent on Delivery).

Immediately prior to the delivery of the Ship by the Builder to the Borrower, the Facility Agent shall have received:

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Approved Manager in respect of ships of the same type as the Ship pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Ship in accordance with the ISPS Code and a valid IAPPC issued to the Ship in accordance with Annex VI and, if entered into, any carrier initiative agreement with the United States' Customs and Border Protection under the Customs-Trade Partnership Against Terrorism (C-TPAT) programme along with any other documents required under the ISM Code and the ISPS Code;

Immediately following the delivery of the Ship by the Builder to the Borrower, the Facility Agent (with copy to the Security Trustee), or, in the case of paragraph (a) below, the Security Trustee (with copy to the Facility Agent), shall receive:

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Mortgage (if applicable), the General Assignment, the Post-Delivery Assignment and the bareboat charter (if applicable) and any related security pursuant to paragraph (b) of Clause 13.1 (Pooling of earnings and charters); and

The Facility Agent shall notify the Tranche A Lenders and SACE, the Tranche B Lenders, SACE and SIMEST, as applicable, promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in this Clause 3 (Conditions Precedent).

If the Majority Lenders, at their discretion, subject to the prior written consent of SACE, permit the Loanan Advance under a Tranche to be borrowed before any of the conditions precedent referred to in Clause 3 (Conditions Precedent) has been satisfied, the Borrower shall ensure that that condition is satisfied within five (5) Business Days after the date (as specified in the relevant part of Clause 3 (Conditions Precedent)) or such later date as the Facility Agent may agree in writing with the Borrower.

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then such changes will be made to this Agreement in accordance with the terms hereof.

The Borrower agrees that the Creditor Parties may act on the instructions of the Italian Authorities in relation to this Agreement.

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The Borrower expressly acknowledges that the payment terms set out in this Clause may only be modified with the agreement of the Italian Authorities, the Facility Agent, the Security Trustee, the Lenders and the Borrower in the case of paragraph (ac)(i) of Clause 4.1 (Borrower's irrevocable payment instructions) and with the agreement of the Italian Authorities, the Facility Agent, the Lenders and the Borrower in the case of paragraphs (bc)(ii) and (c)(iii) of Clause 4.1 (Borrower's irrevocable payment instructions).

it being provided that the Advances in relation to Tranche A and Tranche B shall occur on the same date.