​

Exhibit 10.12

​

[*]: 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 19 May 2023

​

O CLASS PLUS ONE, 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 from time to time, including as amended and restated by an amendment and restatement agreement dated 17 February 2021, as further amended and restated by an amendment and restatement agreement

​

​

​

dated 17 June 2021, as further amended by a supplemental agreement dated 23 December 2021 and as further amended by a supplemental agreement dated 16 December 2022)
in respect of the part financing of the 1,258 passenger cruise ship newbuilding
at Fincantieri S.p.A, m.v. "Vista"

‌​

​

Index

Clause‌Page

​

1Definitions and Interpretation‌2

2Conditions Precedent‌3

3Representations‌4

4Amendment and Restatement of Facility Agreement and Other Finance Documents‌4

5Further Assurance‌6

6Costs, Expenses and Fees‌6

7Notices‌6

8Counterparts‌6

9Signing Electronically‌6

10Governing Law‌6

11Enforcement‌6

​

Schedules

​

Schedule 1 The Lenders‌8

Part A The Tranche A Lenders‌8

Part B The Tranche B Lenders‌10

Part C The Tranche C Lenders‌12

Schedule 2 Conditions Precedent‌14

Schedule 3 Form of Effective Date Certificate‌16

​

Execution

​

Execution Pages‌17

​

Appendices

​

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

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

​

​

​

​

‌​

O Class Plus One

Amendment and Restatement Agreement

THIS AGREEMENT is made on 19 May 2023

Parties

Background

‌​

O Class Plus One

Amendment and Restatement Agreement

to the temporary suspension and amendment of certain covenants under the Guarantee and addition of certain covenants under the Original Facility Agreement.

Operative Provisions

In this Agreement:

"2023 Finance Documents" means this Agreement and the Mortgage Addendum.

"Amended and Restated Facility Agreement" means the Facility Agreement as amended and restated by this Agreement in the form set out in Appendix 1.

"Amended and Restated Guarantee" means the Guarantee as amended and restated by this Agreement in the form set out in Appendix 2.

"Effective Date" means the date on which the Facility 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 (Conditions Precedent).

"Facility Agreement" means the Original Facility Agreement, as amended and restated by the February 2021 Amendment and Restatement Agreement, as further amended and restated by the June 2021 Amendment and Restatement Agreement, as further amended by the December 2021 Amendment Agreement and as further amended by the December 2022 Amendment Agreement.

"Mortgage Addendum" means the addendum to the Mortgage in the agreed form.

"Obligors" means the Borrower, the Guarantor, the Holding and the Shareholder.

"Original Facility Agreement" means the facility agreement dated 19 December 2018 and made between, amongst others, (i) the Borrower, (ii) the Lenders, (iii) the Mandated Lead Arrangers, (iv) the Facility Agent and the SACE Agent and (v) the Security Trustee.

"Party" means a party to this Agreement.

"SOFR" means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or for any other person which takes over the publication of that rate).

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

‌​

O Class Plus One

Amendment and Restatement Agreement

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.

‌​

O Class Plus One

Amendment and Restatement Agreement

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, the Amended and Restated Guarantee and the 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 the Mortgage Addendum, 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 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:

‌​

O Class Plus One

Amendment and Restatement Agreement

On the Effective Date, the Holding confirms that, notwithstanding the amendments made to the Finance Documents pursuant to this Agreement, the undertakings given by the Holding under the Guarantee, as amended and restated by this Agreement and updated with appropriate modifications to refer to this Agreement shall remain in full force and effect in accordance with its original terms and the amendments to the Finance Documents as amended, restated and/or supplemented by this Agreement.

Without prejudice to the provisions of the Mortgage Addendum, on the Effective Date, each Obligor confirms that:

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

‌​

O Class Plus One

Amendment and Restatement Agreement

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 10.11 (Transaction Costs) 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.

‌​

O Class Plus One

Amendment and Restatement Agreement

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

‌​

O Class Plus One

Amendment and Restatement Agreement

Execution Pages

​

BORROWER

SIGNED by) /s/___Daniel S. Farkas___________

duly authorised)

for and on behalf of)

O CLASS PLUS ONE, LLC)

​

​

​

​

GUARANTOR

SIGNED by) /s/___Daniel S. Farkas___________

duly authorised)

for and on behalf of)

NCL CORPORATION LTD.)

​

​

​

​

SHAREHOLDER

​

SIGNED by) /s/___Daniel S. Farkas___________

for and on behalf of)

OCEANIA CRUISES S. DE R.L. )

as its duly appointed attorney-in-fact)

in the presence of:)

​

​

​

​

HOLDING

​

SIGNED by) /s/___Daniel S. Farkas___________

for and on behalf of)

NORWEGIAN CRUISE LINE)

HOLDINGS LTD.)

as its duly appointed attorney-in-fact)

in the presence of:)

​

​

​

‌​

O Class Plus One

Amendment and Restatement Agreement

LENDERS

​

SIGNED by) /s/___José Luis Vincent Rodríguez_________

duly authorised )

for and on behalf of)

BANCO SANTANDER S.A.) /s/___ Remedios Cantalapiedra Villafranca__

​

​

​

​

SIGNED by) /s/______Isabella Roberts__________

duly authorised )

for and on behalf of)

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

​

​

​

​

SIGNED by) /s/______Daniela Rotellini__________

duly authorised )

for and on behalf of)

CASSA DEPOSITI E PRESTITI S.P.A.)

​

​

​

​

SIGNED by) /s/_______Anne-Laure Orange___________

duly authorised )

for and on behalf of)

CRÉDIT AGRICOLE CORPORATE)

AND INVESTMENT BANK) /s/_______Jérôme Leblond______________

​

​

​

​

SIGNED by) /s/_______Varsha Sharan______________

duly authorised )

for and on behalf of)

HSBC BANK PLC)

​

​

​

​

SIGNED by) /s/_______André Tiele________________

duly authorised )

for and on behalf of)

KFW IPEX-BANK GMBH) /s/_______Claudia Coenenberg________

​

​

​

​

SIGNED by) /s/______Isabelle Seneca_____________

duly authorised )

for and on behalf of)

SOCIETE GENERALE)

​

​

​

‌​

O Class Plus One

Amendment and Restatement Agreement

MANDATED LEAD ARRANGERS

​

SIGNED by) /s/___José Luis Vincent Rodríguez_________

duly authorised )

for and on behalf of)

BANCO SANTANDER S.A.) /s/___ Remedios Cantalapiedra Villafranca__

​

​

​

​

SIGNED by) /s/______Isabella Roberts__________

duly authorised )

for and on behalf of)

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

​

​

​

​

SIGNED by) /s/______Daniela Rotellini__________

duly authorised )

for and on behalf of)

CASSA DEPOSITI E PRESTITI S.P.A.)

​

​

​

​

SIGNED by) /s/_______Anne-Laure Orange___________

duly authorised )

for and on behalf of)

CRÉDIT AGRICOLE CORPORATE )

AND INVESTMENT BANK) /s/_______Jérôme Leblond______________

​

​

​

​

SIGNED by) /s/_______Varsha Sharan______________

duly authorised )

for and on behalf of)

HSBC BANK PLC)

​

​

​

​

SIGNED by) /s/_______André Tiele________________

duly authorised )

for and on behalf of)

KFW IPEX-BANK GMBH) /s/_______Claudia Coenenberg________

​

​

​

​

SIGNED by) /s/______Isabelle Seneca_____________

duly authorised )

for and on behalf of)

SOCIETE GENERALE)

​

​

​

‌​

O Class Plus One

Amendment and Restatement Agreement

FACILITY AGENT

​

SIGNED by) /s/______Isabella Roberts__________

duly authorised )

for and on behalf of)

BNP PARIBAS )

​

​

​

​

SACE AGENT

​

SIGNED by) /s/_______Anne-Laure Orange___________

duly authorised )

for and on behalf of)

CRÉDIT AGRICOLE CORPORATE )

AND INVESTMENT BANK) /s/_______Jérôme Leblond______________

​

​

​

​

SECURITY TRUSTEE

​

SIGNED by) /s/______Daisuke Takekawa _____________

duly authorised )

for and on behalf of)

HSBC CORPORATE TRUSTEE)

COMPANY (UK) LIMITED)

​

​

​

​

‌​

​

APPENDIX 1

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

​

Amendments are indicated as follows:

​

​

​

Originally dated 19 December 2018
(as amended from time to time, including 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 _________ 202117 June 2021, as further amended by a supplemental agreement dated 23 December 2021, as further amended by a supplemental agreement dated 16 December 2022, and as further amended and restated by an amendment and restatement agreement dated ____________________2023)

​

​

O CLASS PLUS one, 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 asHull No. 6308 at Fincantieri S.p.A., m.v "Vista"

​

​

Index

Clause‌Page

1Interpretation‌3

2Facility‌3540

3Conditions Precedent‌3742

4Drawdown‌4550

5Repayment‌4954

6Rate switch‌55

67Interest‌5056

78Interest Periods‌5563

89SACE Premium and Italian Authorities‌5563

910Fees‌6069

1011Taxes, Increased Costs, Costs and related Charges‌6170

1112Representations and Warranties‌6977

1213General Undertakings‌7583

1314Ship Undertakings‌8695

1415Insurance Undertakings‌94102

1516Security Value Maintenance‌97106

1617Cancellation, Prepayment and Mandatory Prepayment‌99107

1718Interest on Late Payments‌102111

1819Events of Default‌102111

1920Application of Sums Received‌108117

2021Indemnities‌109118

2122Illegality, etc.‌111120

2223Set-Off‌113122

2324Bail-In‌114123

2425Changes to the Lenders‌114123

2526Changes to the Obligors‌120129

2627Role of the Facility Agent, the Joint Mandated Lead Arrangers, and the SACE Agent‌and the Reference Banks121130

2728The Security Trustee‌128137

2829Conduct of Business by the Creditor Parties‌141149

2930Sharing among the Creditor Parties‌141150

3031Payment Mechanics‌142151

3132Variations and Waivers‌144153

3233Notices‌146155

3334Confidentiality‌148157

3435Legal Independence and Unconditional Obligations of the Borrower‌153161

3536SACE Subrogation and Reimbursement‌153162

3637Supplemental‌155164

3738Governing Law‌157166

3839Enforcement‌157166

3940Waiver of Immunity‌158166

4041Effective Date‌158167

4142Confidentiality of Funding Rates and Reference Bank Quotations‌158167

​

Schedules

​

Schedule 1 Lenders and Commitments‌161170

Part A The Tranche A LEnders161Lenders‌170

​

​

Part B The Tranche B Lenders‌162171

Part C The Tranche C Lenders‌163172

Schedule 2 Form of Drawdown Notice‌164173

Schedule 3 Documents to be produced by the Builder to the Facility Agent on Delivery‌167176

Schedule 4 Form of Transfer Certificate‌168177

Schedule 5 Qualifying Certificate‌172181

​

Execution

​

Execution Pages‌174183

​

​

​

​

​

THIS AGREEMENT is originally made on 19 December 2018 (as amended and restated by an amendment and restatement agreement dated 17 February 2021 and as further from time to time, including as amended and restated by an amendment and restatement agreement dated __________ 202117 February 2021, as further amended and restated by an amendment and restatement agreement dated 17 June 2021, as further amended by a supplemental agreement dated 23 December 2021, as further amended by a supplemental agreement dated 16 December 2022 and as further amended and restated by an amendment and restatement agreement dated ____________________2023)

PARTIES

BACKGROUND

‌​

​

​

as each such event is described in the Original Shipbuilding Contract.

‌​

​

​

restatement agreement to the Original Facility Agreement dated 17 February 2021 between, amongst others, the Borrower, the Facility Agent and the SACE Agent (the "February 2021 Amendment and Restatement Agreement")(the Original Facility Agreement as amended and restated by the February 2021 Amendment and Restatement Agreement, the "Facility Agreement")..

‌​

​

​

OPERATIVE PROVISIONS

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

"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.

"2021 Deferral Final Repayment Date" means:

"2023 Amendment and Restatement Agreement" has the meaning given to such term in Recital (M).

"2023 Effective Date" has the meaning given to the term Effective Date in the 2023 Amendment and Restatement Agreement.

"Addendum" has the meaning given to such term in Recital (I).

"Additional SACE Premium" has the meaning given to such term in Clause 8.5 9.5 (Additional SACE Premium).

"Advance" means the principal amount of each borrowing of all or part 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, the Additional SACE Premium and the Tranche B Premium.

"Amended Maximum Loan Amount" means the aggregate of:

(b)

‌​

​

​

provided that such amount shall not, at any time, exceed the Total Tranche B Commitments; and

provided that such aggregate 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.

"Approved Project" means any of the projects identified in the Approved Projects List.

"Approved Projects List" means the approved projects list provided by the Guarantor and accepted by the Facility Agent prior to the December 2021 Effective Date.

"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 and Tranche C, the period commencing on the date of this AgreementJune 2021 Effective Date, and ending on:

"Backstop Rate Switch Date" means 30 June 2023 or any other date agreed between the Facility Agent, the Majority Lenders and the Borrower.

​

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

"Bail-In Legislation" means:

"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.

"Base Rate" means one Euro for 1.43825 Dollars.

"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 :

"Central Bank Rate" means:

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​

​

"Central Bank Rate Adjustment" means in relation to the Central Bank Rate prevailing at close of business on any US Government Securities Business Day, the 20 per cent trimmed arithmetic mean calculated by the Facility Agent (or by any other Creditor Party which agrees to determine that mean in place of the Facility Agent), of the Central Bank Rate Spreads for the five most immediately preceding US Government Securities Business Days for which SOFR is available.  

"Central Bank Rate Spread" means in relation to any US Government Securities Business Day, the difference (expressed as a percentage rate per annum) calculated by the Facility Agent (or by any other Creditor Party which agrees to calculate that rate in place of the Facility Agent) of:  

"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 three point thirty-two per cent. (3.32% 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 entering into and/or 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.

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​

​

"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 a Tranche A Commitment, a Tranche B Commitment or a Tranche C 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.

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​

​

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

"Conversion Rate" means the rate determined by the Facility Agent on the Conversion Rate Fixing Date and notified to the Borrower as being the lower of:

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

"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.

"Credit Adjustment Spread" means 0.42826% per annum.

"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.

"Daily Rate" means for any US Government Securities Business Day:

rounded, in either case, to five decimal places and if, in either case, the aggregate of that rate and the applicable Credit Adjustment Spread is less than zero, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the applicable Credit Adjustment Spread is zero.

"Daily Simple SOFR" means, for any day, a rate per annum equal to the Daily Rate for the day that is:

‌​

​

​

prior to (i) if such day is a US Government Securities Business Day, that day or (ii) if such day is not a US Government Securities Business Day, the US Government Securities Business Day immediately preceding such day.

"December 2021 Amendment Agreement" has the meaning given to such term in Recital (K).

"December 2021 Effective Date" has the meaning given to the term Effective Date in the December 2021 Amendment Agreement.

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

"December 2022 Amendment Agreement" has the meaning given to such term in Recital (L).

"December 2022 Fee Letters" means any letter between the Facility Agent (or the SACE Agent, as applicable) and any Obligor which sets out the fees payable in connection with the arrangements contemplated by the December 2022 Amendment Agreement.

"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

"Delivered Vessel Facilities" means, together, Marina Facility Agreement, Riviera Facility Agreement, Seven Seas Explorer Facility Agreement and Seven Seas Splendor Facility Agreement.

"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.

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

"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 that 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):

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of the Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship;

"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:

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water from a vessel other than the Ship and which involves a collision between the Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which the Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or the Ship and/or any Obligor and/or any operator or manager of the Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

"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.

"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", "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 19.1 (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 and Tranche B, 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, Tranche B and Tranche C , 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

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Commerce et des Sociétés of Paris or any successor of it appointed under Clause 26 27 (Role of the Facility Agent and , the Joint Mandated Lead Arrangers, and the SACE Agent and the Reference Banks).

"Facility Agreement" has the meaning given to this such term in Recital (M)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.

"Fallback Interest Payment" means the aggregate amount of interest that is, or is scheduled to become, payable under paragraph (d) of Clause 7.6 (Unavailability of Term SOFR) and relates to a Term SOFR Loan.

"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).

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

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

"Finance Documents" means:

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"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 9.1 (SACE Premium).

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"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 forty-five per cent. (1.45%).

"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 Facility Agent 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

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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 paragraph (c) above, shall be performed by BNP Paribas'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.

"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 7.10 (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 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.

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"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 , as amended by the December 2021 Amendment Agreement, as further amended by the December 2022 Amendment Agreement and as further amended and restated by the 2023 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 HM11HM 11, Bermuda.

"Historic Term SOFR" means, in relation to any Term SOFR Loan, the most recent applicable Term SOFR for a period equal in length to the Interest Period of that Term SOFR Loan and which is as of a day which is no more than five US Government Securities Business Days before the Quotation Day.

"Holding" means Norwegian Cruise Line Holdings Ltd., a company incorporated under the laws of Bermuda with its registered office at Park Place 55, 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 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 31 March [*] (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

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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) 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 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 Make-Up Agreement or the Interest Make-up 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 Make-Up Agreement.

"Interest Period" means a period determined in accordance with Clause 7 8 (Interest Periods).

"Interpolated Screen RateHistoric Term SOFR" means, in relation to the Loan or any part of the Term SOFR Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

"Interpolated Screen Rate" means, in relation to any LIBOR Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

each as of the Specified Time for Dollars. .

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"Interpolated Term SOFR" means, in relation to any Term SOFR Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

"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 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 this such term in Recital (J).

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

"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 Tranche A Lender, a Tranche B Lender or a Tranche C Lender.

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

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

"LIBOR Loan" means the Loan, any part of the Loan or, if applicable, Unpaid Sum to which the Floating Interest Rate applies and which is not a Term SOFR Loan.

"Loan" means the aggregate principal amount outstanding for the time being of the borrowings under the Facility and a "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:

"Marina Facility Agreement" means, in respect of m.v. MARINA, a facility agreement originally dated 18 July 2008 (as amended by a supplemental agreement dated 25 October 2010, as further amended and restated by an amendment and restatement agreement dated 31 October 2014, as amended by a supplemental agreement dated 4 June 2020, as further amended and restated by an amendment and restatement agreement dated 17 February 2021, as further amended by a supplemental agreement dated 23 December 2021 and as further amended by a supplemental agreement dated 16 December 2022), as further amended, restated and supplemented from time to time.

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

"Market Disruption Rate" means the percentage rate per annum which is the aggregate of the Term SOFR Reference Rate and the applicable Credit Adjustment Spread.

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

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"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.

"Mortgage Addendum" means the addendum to the Mortgage executed pursuant to the 2023 Amendment and Restatement Agreement on or about the date hereof.

"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 (Emeans the facility agreement dated 19 December 2018 and made between, amongst others, (i) the Borrower, (ii) the Lenders, (iii) the Joint Mandated Lead Arrangers, (iv) the Facility Agent, (v) the SACE Agent and (vi) the Security Trustee (as defined therein).

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

"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 six hundred and ninety million seven hundred and eighteen thousand and seventy Dollars and fifty-four cents ($690,718,070.54).

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

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

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

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

"Parallel Debt" means any amount which an Obligor owes to the Security Trustee under Clause 27.2 28.2 (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 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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such Security Interests are created by the Guarantor in the case of paragraph (C) or (E) or incurred by the Guarantor in the case of paragraph (H) or (I);

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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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"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). :

"Quoted Tenor" means any period for which:

"Rate Switch Date" means the earlier of:

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"Rate Switch Trigger Event" means:

(1)​ ​

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

"Rate Switch Trigger Event Date" means:

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Screen Rate ceases to be published or otherwise becomes unavailable;

"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 either:

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 Facility Agent in consultation with the Borrower.

"Relevant Interbank Market" means the London Interbank Market.

"Reinstatement Event" means the final 2021 Deferral Final Repayment Date or any date when all Deferral Tranches under the Delivered Vessel Facilities (as defined therein) are repaid or prepaid in full.

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

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"Relevant Market" means:

"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;

(c)in the opinion of the Majority Lenders and the Borrower, an appropriate successor to a Screen Rate.

"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".

"Restricted Creditor Party" means a Creditor Party which serves a notice pursuant to paragraph (a) of Clause 36.7 37.7 (Non-applicable provisions between the Obligors, German Lenders and any Creditor Party subject to the EU Blocking Regulation).

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

"Riviera Facility Agreement" means, in respect of m.v. RIVIERA, a facility agreement originally dated 18 July 2008 (as amended by a supplemental agreement dated 25 October 2010, as amended by a side letter dated 29 March 2012, as amended and restated by an amendment and restatement agreement dated 31 October 2014, as amended by a framework agreement dated 31 January 2018, as amended by a supplemental agreement dated 4 June 2020, as further amended and restated by an amendment and restatement agreement dated 17 February 2021, as further amended by a supplemental agreement dated 23 December 2021 and as further amended by a supplemental agreement dated 16 December 2022), as further amended, restated and supplemented from time to time.

"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 27 (Role of the Facility Agent and , the Joint Mandated Lead Arrangers, and the SACE Agent and the Reference Banks).

"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 together with interest thereon in form and substance satisfactory to the Facility Agent, the SACE 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 8.1 9.1 (SACE Premium).

"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 and under Tranche B:

"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 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 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 or administrator to continue to provide that Screen Rate;

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(iv)the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used;

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

"Second Instalment" means the second instalment of the SACE Premium as more particularly described in paragraph (b) of Clause 8.1 9.1 (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:

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

"Security Property" means:

except:

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"Security Requirement" means the amount in Dollars (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 is located at 8 Canada Square, London, E14 5HQ or any successor of it appointed under Clause 27 28 (The Security Trustee).

"Security Value" means the amount in Dollars (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 14.4 (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 16 (Security Value Maintenance).

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

"Seven Seas Explorer Facility Agreement" means, in respect of m.v. SEVEN SEAS EXPLORER, a facility agreement originally dated 31 July 2013 (as amended and restated by an amendment and restatement agreement dated 31 October 2014, as amended by a supplemental agreement dated 4 June 2020, as further amended and restated pursuant to an amendment and restatement agreement dated 17 February 2021, as further amended by a supplemental agreement dated 23 December 2021 and as further amended by a supplemental agreement dated 16 December 2022), as further amended, restated and supplemented from time to time.

"Seven Seas Splendor Facility Agreement" means, in respect of m.v. SEVEN SEAS SPLENDOR, a facility agreement originally dated 30 March 2016 (as amended by a supplemental agreement dated 4 June 2020, as further amended and restated pursuant to an amendment and restatement agreement dated 17 February 2021, as further amended by a supplemental agreement dated 23 December 2021 and as further amended by a supplemental agreement dated 16 December 2022), as further amended, restated and supplemented from time to time.

"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. [*] m.v "Vista" (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 (I)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.

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

"SOFR" means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published (before any correction, recalculation or republication by the administrator) by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

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

(b)in relation to a Reference Bank Rate calculated by reference to the available quotations in accordance with Clause 6.7 7.7 (Calculation of Reference Bank Rate), 11.30 am Brussels time noon on the Quotation Day.

"Structuring Fee" has the meaning given in paragraph (a) of Clause 9 10 (Fees).

"Subordinated Debt Security" has the meaning given in sub-paragraph (b)(ii) of Clause 12.14 13.14 (Financial Indebtedness and subordination of indebtedness).

"Subsidiary" has the following meaning:

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

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

"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).

"Term and Revolving Credit Facilities" means the facilities granted pursuant to the credit agreement originally dated 24 May 2013 (as amended and restated from time to time) between, inter alios, the Guarantor and Voyager Vessel Company, LLC as borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

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"Term SOFR" means a term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate).

"Term SOFR Loan" means the Loan, any part of the Loan or, if applicable, Unpaid Sum to which the Floating Interest Rate applies and which is, or becomes, a "Term SOFR Loan" pursuant to Clause 6 (Rate Switch).

"Term SOFR Reference Rate" means, in relation to any Term SOFR Loan:

and if, in either case, the aggregate of that rate and the applicable Credit Adjustment Spread is less than zero, the Term SOFR Reference Rate shall be deemed to be such a rate that the aggregate of the Term SOFR Reference Rate and the Credit Adjustment Spread is zero.

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

"Total Commitments" means the aggregate of the Total Tranche A Commitments, the Total Tranche B Commitments and the Total Tranche C Commitments, being seven six hundred and ninety forty-six million, eight hundred fifty eight thousand, four hundred forty six and forty-seven United States Dollars and ninety eight Cents ($790,858,446.98one cent ($646,858,447.01) as at the date of this Agreement.

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

"Total Loss" means:

"Total Loss Date" means:

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"Total Tranche A Commitments" means the aggregate of the Tranche A Commitments, being six five hundred and ninety sixty-three million seven hundred and eighteen thousand and seventy Dollars and fifty-four fifty-seven cents ($690,718,070.54563,718,070.57) as at the date of this Agreement.

"Total Tranche B Commitments" means the aggregate of the Tranche B Commitments, being eighty one sixty-seven million, one hundred and thirty -two thousand and fifty -one United States Dollars and twenty eight Cents ($81,132,051.28cents ($67,132,051.28) as at the date of this Agreement.

"Total Tranche C Commitments" means the aggregate of the Tranche C Commitments, being nineteen sixteen million, eight thousand three hundred and twenty -five United States Dollars and sixteen Cents cents ($19,008,325.16$16,008,325.16) as at the date of this Agreement.

"Tranche" means Tranche A, Tranche B or Tranche C.

"Tranche A" means the part of the Facility made or to be made available by the Tranche A Lenders to the Borrower to finance (i) up to the Eligible Amount, the Dollar Equivalent of four hundred and 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 other 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 assignassignee.

"Tranche B" means the part of the Facility to be made available by the Tranche B Lenders to the Borrower to finance:

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"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 assignassignee.

"Tranche B Premium" has the meaning given to this term in paragraph (a) of Clause 8.6 9.6 (Tranche B Premium).

"Tranche C" means the part of the Facility to be made available by the Tranche C 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 9.5 (Additional SACE Premium).

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

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

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

"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.

"Upsize Allowance" means an allowance in relation to:

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"Upsize Allowance Eligible Amount" means eighty per cent. (80%) of the Dollar Equivalent of the Upsize Allowance Price.

"Upsize Allowance Price" means the price for the Upsize Allowance, in an amount of sixty-six million Euros (€66,000,000).

"US" means the United States of America.

"US Government Securities Business Day" means any day other than:

"VAT" means:

"Write-down and Conversion Powers" means: