Exhibit 10.74

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

Execution Version

Dated 31 October 2014

MARINA NEW BUILD, LLC

as Borrower

– and –

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1

as Lenders

– and –

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

SOCIÉTÉ GÉNÉRALE

as Mandated Lead Arrangers

– and–

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Agent

and SACE Agent

AMENDMENT AND RESTATEMENT AGREEMENT

relating to a facility agreement originally dated 18 July 2008 for the part financing of the passenger cruise ship newbuilding Hull No. 6194 at Fincantieri-Cantieri Navali Italiani S.p.A

Execution Version

INDEX

THIS AMENDMENT AND RESTATEMENT AGREEMENT is made on 31 October 2014

BETWEEN

WHEREAS

IT IS AGREED as follows:

“Amended and Restated Facility Agreement” means the Facility Agreement as amended and restated by this Agreement in the form set out in Schedule 3 (Amended and Restated Facility Agreement).

“Confirmation Notice” means the Confirmation Notice in the form attached at Schedule 4 to this Agreement.

“Effective Date” means the date on which the conditions precedent contained in Clause 3.1 (Conditions Precedent) have been satisfied.

“Facility Agreement” means the Facility Agreement more particularly referred to in Recital (A) above.

“Merger” means the merger described in Recital (B).

“New Guarantor” means NCL Corporation Ltd; a Bermuda Company with its registered office at Cumberland House, 9^th Floor, 1 Victoria Street, Hamilton HM11, Bermuda.

“New Guarantee” means the guarantee to be granted by the New Guarantor for the benefit of the Agent, SACE Agent and Lenders on or before the Effective Date.

“Prior Guarantors” means Oceania Cruises and Prestige Holdings.

“SACE Reimbursement Agreement” means the reimbursement agreement entered into on or before the Effective Date between the Borrower, the New Guarantor, the Agent, the SACE Agent, and SACE.

Defined expressions in the Facility Agreement and the other Finance Documents 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 the Facility Agreement applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

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

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

The Lenders have no objection, subject to and upon the terms and conditions of this Agreement, to the merger referred to in Recital (B) above and agree to the replacement of the Oceania Cruises Guarantee and the Prestige Holdings Guarantee with the New Guarantee to be issued by the New Guarantor and the consequential amendments to the Facility Agreement as more particularly set out in the Amended and Restated Facility Agreement.

The Creditor Parties agree, subject to and upon the terms and conditions of this Agreement, to the consequential amendment of the Facility Agreement and the other Finance Documents in connection with the matters referred to in Clause 2.1 (Agreement of the Lenders).

The agreement of the Lenders and the other Creditor Parties contained in Clauses 2.1 (Agreement of the Lenders) and 2.2 (Agreement of the Creditor Parties) shall have effect on and from the Effective Date.

The Agent agrees to (i) provide prompt notice to the Borrower following receipt of each of the conditions precedent set out in paragraph (a) and (b) of Clause 3.1 (Conditions Precedent) and (ii) notify the Lenders promptly following the occurrence of the Effective Date.

With effect on and from the Effective Date each of the Finance Documents other than the Facility Agreement, shall be, and shall be deemed by this Agreement to be, amended as follows:

The Finance Documents shall remain in full force and effect:

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

Schedule 1

Lenders and Commitments

Schedule 2
Conditions precedent

and (B) authorising a specified person or persons to execute the New Guarantee, the SACE Reimbursement Agreement and any ancillary documentation on its behalf;

and (B) authorising a specified person or persons to execute this Agreement, the SACE Reimbursement Agreement and any ancillary documentation on its behalf;

Schedule 3

AMENDED AND RESTATED FACILITY AGREEMENT

Dated 18 July 2008

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

MARINA NEW BUILD, LLC

as Borrower

– and –

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1

as Lenders

– and –

Crédit Agricole Corporate and Investment Bank (formeRly known as calyon)

SOCIÉTÉ GÉNÉRALE

as Mandated Lead Arrangers

– and–

Crédit Agricole Corporate and Investment Bank

as Agent

and SACE Agent

AMENDED AND RESTATED LOAN AGREEMENT

relating to

the part financing of the passenger cruise ship newbuilding presently designated as

Hull No. 6194 at Fincantieri-Cantieri Navali Italiani S.p.A

INDEX

THIS AGREEMENT is made on 18 July 2008 as amended and restated by the Amendment and Restatement Agreement on          October 2014

BETWEEN

BACKGROUND

at delivery of the Ship under Articles 13, 14, 16 and 17 of the Shipbuilding Contract (in aggregate the “Liquidated Damages”) or by mutual  agreement between the parties (the Initial Contract Price adjusted as aforesaid being the “Final Contract Price”).  

IT IS AGREED as follows:

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

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

“Agent”  means Crédit Agricole Corporate and Investment Bank, a French “société anonyme”, having a share capital of EUR 7,254,575,271 and its registered office located at 9, Quai du Président Paul Doumer, 92920 Paris La Défense 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 24;

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

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

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

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

“Approved Manager’s Undertaking”  means, in the event that the Approved Manager is a company other than the Borrower, a letter of undertaking executed by the Approved

Manager in favour of the Agent, which will include, without limitation, an agreement by the Approved Manager to subordinate its rights against the Ship and the Borrower to the rights of the Creditor Parties under the Finance Documents, in the agreed form;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Effective Date” means the Effective Date defined in the Amendment and Restatement Agreement;

“Eligible Amount”  means 80% of the lesser of:

in each case less any Letter of Credit Reduction;

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

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

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

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

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

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

"FATCA" means:

"FATCA Application Date" means:

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

“Finance Documents”  means:

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

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

“Fixed Interest Rate”  means CIRR;

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

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

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

Any marked to market valuation, as required in (iii), shall be performed by Calyon’s 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.

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

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

“Group”  means the Guarantor and its subsidiaries;

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

“Guarantor”  means NCL Corporation Ltd., a Bermuda company with its registered office at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda;

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

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

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

“Insurances”  means:

“Intended Delivery Date”  means 30 September 2010 (the date on which the Ship will be ready for delivery pursuant to the Shipbuilding Contract as at the date of this Agreement) or any other date notified by the Borrower to the Agent in accordance with Clauses 3.5(a) or 3.7(c) as being the date on which the Builder and the Borrower have agreed that the Ship will be ready for delivery pursuant to the Shipbuilding Contract;

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

“Interest Period”  means a period determined in accordance with Clause 7;

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

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

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

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

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

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

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

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

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

(a)          the Letter of Credit Amount; and

(i)       the date of issue of the Letter of Credit; and

(ii)      the Letter of Credit Issue Date;

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

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

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

“Majority Lenders”  means:

“Margin”  means zero point fifty five percent. (0.55%) per annum;

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

“Maximum Loan Amount”  means the aggregate of:

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

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

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

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

“Oceania Cruises”  means Oceania Cruises Inc., a Panamanian sociedad anonima domiciled in Panama whose resident agent is Marcela Rojas de Perez at 10 Elvira Mendez Street, Top Floor, Panama, Republic of Panama;

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

“Other Loan Agreement”  means the loan agreement dated on the date of the Loan Agreement between Riviera New Build, LLC and the parties to this Agreement (other than the Borrower) and as amended and restated on or around the date of the Amendment and Restatement Agreement;

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

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

“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 Security Interests”  means:

provided that (i) the aggregate amount of all cash and the fair market value of all other property subject to such liens as are described in this paragraph (f) does not exceed [*] Dollars ($[*]) and (ii) such cash and/or other property is not an asset of the Borrower;

“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;

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

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

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

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

“Prior Guarantors” means Oceania Cruises and Prestige Holdings;

"Prohibited Payment" means:

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

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

“Quotation Date”  means, in relation to any Interest Period (or any other period for which an interest rate is to be determined under any provision of a Finance Document), the day on which quotations would ordinarily be given by leading banks in the London Interbank Market for deposits in the currency in relation to which such rate is to be determined for delivery on the first day of that Interest Period or other period;

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

“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”;

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

“SACE Agent”  means Crédit Agricole Corporate and Investment Bank, a French “société anonyme”, having a share capital of EUR 7,254,575,271 and its registered office located at 9, Quai du Président Paul Doumer, 92920 Paris La Défense 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 25;

“SACE Insurance Policy”  means the insurance policy in respect of this Agreement to be issued by SACE for the benefit of the Lenders, in form and substance satisfactory to the Agent;

“SACE Premium”  means the amount payable by the Borrower to SACE through the Agent in two instalments in respect of the SACE Insurance Policy as set out in Clause 9;

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

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

(a)           imposed by law or regulation of the United Kingdom, the Council of the European Union, the United Nations or its Security Council or imposed by any member state of the European Union or Switzerland;

(b)           imposed by CISADA or OFAC; or

(c)           otherwise imposed by any law or regulation,

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

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

“Security Interest”  means:

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

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

“Security Value”  means the amount in Dollars (as certified by the Agent whose certificate shall, in the absence of manifest error, be conclusive and binding on the Borrower and the Agent) which, at any relevant time, is the aggregate of (i) the market value of the Ship as most recently determined in accordance with  Clause 13.18; and (ii) the market value of any additional security for the time being actually provided to the Agent pursuant to Clause 14;

“Ship”  means the passenger cruise ship currently designated with Hull No. 6194 (as more particularly described in the Shipbuilding Contract) to be constructed under the Shipbuilding Contract and to be delivered to, and purchased by, the Borrower and registered in its name under an Approved Flag with the name “MARINA”;

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

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

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

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

“Total Loss”  means:

“Total Loss Date”  means:

“Transaction Documents”  means the Finance Documents and the Underlying Documents;

“Underlying Documents”  means the Shipbuilding Contract, any External Management Agreement and any charter and associated guarantee in respect of which a Time Charter Assignment is, or by the terms of this Agreement is required to be, executed;

“approved”  means, for the purposes of Clause 13.20, approved in writing by the Agent;

“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 18 July 2008;

“document”  includes a deed; also a letter, fax or telex;

“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;

“expense”  means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax;

“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 of 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 1.3;

“obligatory insurances”  means all insurances effected, or which the Borrower is obliged to effect, under Clause 13.20 or any other provision of this Agreement or another Finance Document;

“parent company”  has the meaning given in Clause 1.4;

“person”  includes any company; any state, political sub-division of a state and local or municipal authority; and any international organisation;

“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;

“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 1 of the Institute Time Clauses (Hulls)(1/10/83) or Clause 8 of the Institute Time Clauses (Hulls) (1/11/1995) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

“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;

“subsidiary”  has the meaning given in Clause 1.4;

“tax”  includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine; and

“war risks”  includes the risk of mines and all risks excluded by Clause 23 of the Institute Time Clauses (Hulls)(1/10/83) or Clause 24 of the Institute Time Clauses (Hulls) (1/11/1995).

and “month” and “monthly” shall be construed accordingly.

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

This Agreement is effective from the Effective Date.

Obligor in connection with a Finance Document without the prior consent of all the Lenders.

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

and containing such exceptions as are standard for opinions of this type;

and containing such exceptions as are standard for opinions of this type;

company purpose as defined by its Certificate of Formation and Limited Liability Company Agreement and are binding on it;  and

provided always that the obligations of the Lenders to make the Loan available on the Delivery Date are subject to the Agent remaining satisfied that each of the SACE Insurance Policy and the Interest Make-up Agreement will cover the Loan following the advance of the Loan, payment of the second instalment of the SACE Premium and delivery to SACE of the documents listed in Schedule 3.

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

Immediately following the delivery of the Ship by the Builder to the Borrower, the Agent shall receive:

The Borrower hereby instructs the Lenders in accordance with this Clause 4.1:

Payment to the Builder of the Dollar amount drawn under Clause 4.1(a) above shall be made on the Delivery Date of the Ship during usual banking hours in Italy to the Builder’s account as specified by the Builder in accordance with the Shipbuilding Contract after receipt and verification by the Agent of the documents provided under Schedule 3.

Verification of the documents provided under Schedule 3 shall be limited to checking their apparent compliance as defined in the Uniform Customs and Practices for Documentary Credits - ICC Publication 600 (UCP 600 latest revision).

Save as contemplated in Clause 4.3 below, the payment instruction contained in this Clause 4.1 is irrevocable.

the rate of interest on the Loan in respect of any Interest Period shall be the Floating Interest Rate applicable for that Interest Period and the following provisions of this Clause 6 shall apply (in the case of the circumstances referred to in paragraph (b) above, with effect from the date on which the Interest Make-up Agreement ceases to be in effect, with such consequential amendments as shall be necessary to give effect to the switch from a Fixed Interest Rate to a Floating Interest Rate).

shall be suspended while the circumstances referred to in the Agent’s notice continue.

Consequently, the Borrower hereby irrevocably instructs the Agent on behalf of the Lenders to pay the Second Instalment to SACE on the Drawdown Date and to reimburse themselves by drawing under the Loan the amount of the  Second  Instalment  in accordance with Clause 2.1(b) of this Agreement.

The  Second  Instalment  financed by the Loan will be repayable in any event by the Borrower to the Lenders in the manner specified in Clause 5 and under any and all

circumstances including but without limitation in the event of prepayment or acceleration of the Loan.

In no event shall the SACE Agent be liable for any refund of the SACE Premium to be made by SACE.

For the purpose of the computation of the periodical commitment fee payable to the Lenders, the Maximum Loan Amount is assumed to be USD 608,082,164;

In the event the actual amount drawn under the Loan on the Delivery Date is higher, the Borrower shall on the Delivery Date pay the difference between the aggregate commitment fee amounts paid up to that date and the aggregate commitment fee computed on the actual amount to be drawn on the Delivery Date;

If an additional payment is made under this Clause and any Lender or the Agent on its behalf determines that it has received or been granted a credit against or relief of or calculated with reference to the deduction or withholding giving rise to such additional payment, such Lender or the Agent (as the case may be) shall, to the extent that it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment and provided that it has received the cash benefit of such credit, relief or remission, pay to the Borrower such amount as such Lender or the Agent shall in its reasonable opinion have concluded to be attributable to the relevant deduction or withholding.  Any such payment shall be conclusive evidence of the amount due to the Borrower hereunder and shall be accepted by the Borrower in full and final settlement of its rights of reimbursement hereunder in respect of such deduction or withholding.  Nothing herein contained shall interfere with the right of any Lender and the Agent to arrange their respective tax affairs in whatever manner they think fit.

Nothing in this Clause 11.2 (Taxes) shall require the Borrower to compensate the Lenders in respect of any tax imposed under or in connection with FATCA.

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

then the Borrower shall from time to time on demand pay to the Agent for the account of the relevant Lender or Lenders amounts sufficient to indemnify the relevant Lender or Lenders against, as the case may be, such cost, such increased cost (or such proportion of such increased cost as is in the reasonable opinion of the relevant Lender or Lenders attributable to the funding or maintaining of its or their Commitment(s) hereunder) or such liability.

A Lender affected by any provision of this Clause 11.3 shall promptly inform the Agent after becoming aware of the relevant change and its possible results (which notice shall be conclusive evidence of the relevant change and its possible results) and the Agent shall, as soon as reasonably practicable thereafter, notify the Borrower of the change and its possible results.  Without affecting the Borrower’s obligations under this Clause 11.3 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the change (for example (if then possible) by changing its Facility Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower and the Agent).  The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties.

Nothing in this Clause 11.5 (Increased Costs) shall require the Borrower to compensate the Lenders in respect of any tax imposed under or in connection with FATCA.

its legal advisers) payable by the Mandated Lead Arrangers to SACE, the cost of registration and discharge of security interests and the related travel and out of pocket expenses; the Borrower further undertakes to pay to the Agent all costs, expenses, duties and fees incurred by the Lenders and SACE in connection with any variation of this Agreement and the related documents, guarantees and security agreements, any supplements thereto and waiver given in relation thereto, in connection with the enforcement or preservation of any rights under this Agreement and/or the related guarantees and security agreements, including in each case the fees and expenses of legal advisers, and in connection with the consultations or proceedings made necessary or in the opinion of the Agent desirable by the acts of, or failure to act on the part of, the Borrower.

thereto enforceable in accordance with their respective terms and in entering into this Agreement and borrowing the Loan, the Borrower is acting on its own account;

nor result in the creation or imposition of any Security Interest on the Borrower or its assets pursuant to the provisions of any such agreement or document, except for Security Interests which qualify as Permitted Security Interests with respect to the Borrower;

all authorisations, approvals, consents, licences, exemptions, filings, registrations, notarisations and other matters, official or otherwise, required in connection with the entry into, performance, validity and enforceability of this Agreement and each of the other Transaction Documents to which any Obligor is a party and the transactions contemplated thereby have been obtained or effected and are in full force and effect except authorisations, approvals, consents, licences, exemptions, filings and registrations required in the normal day to day course of the operation of the Ship and not already obtained by the Borrower;

or for the appointment of a liquidator, administrator, receiver, administrative receiver, trustee or similar officer of any of them or any or all of their assets or revenues nor has it sought any other relief under any applicable insolvency or bankruptcy law;

key employee of, or other person with management responsibilities in, of any authority) in connection with the Ship, this Agreement and/or the Finance Documents;

(such laws, regulations, conventions and agreements the “Environmental Laws”);

there are no circumstances that may prevent or interfere with such full compliance in the future.

There is no material Environmental Claim pending or threatened against any of the Obligors or any member of the Group.

There are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge or disposal of any Material of Environmental Concern, that could form the basis of any Environmental Claim against any of the Obligors or any member of the Group.

All accounts required under this Clause 13.2 shall be prepared in accordance with GAAP and shall fairly represent the financial condition of the relevant company.

from time to time the Borrower will issue a certificate stating whether any Obligor is aware of the occurrence of any Event of Default.

and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage provided that if any of such insurances are also effected in the name of any other person (other than the Borrower and/or a Creditor Party) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Creditor Parties in similar terms mutatis mutandis to the relevant provisions of the General Assignment;

interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and

claims, losses, liabilities, damages, expenses and injuries as are referred to above in this Clause 13.12(l) or to recover the same from any third party, subject to the Borrower first ensuring that the relevant Lender is secured to its reasonable satisfaction against all expenses thereby incurred or to be incurred;

provided always that the Borrower shall not be obliged to compromise any liabilities as aforesaid which are being contested in good faith subject always that full details of any such contested liabilities which, either individually or in aggregate, exceed [*] Dollars ($[*]) shall be forthwith provided to the Agent.  If the Ship is arrested or detained for any reason it will procure its immediate release by providing bail or taking such other steps as the circumstances may require;

obliges the Agent or any Lender (or, in the case of Clause 13.23(c), any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in Clause 13.23(c), on behalf of any prospective new Lender) in order for the Agent and, such Lender or to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

Agreement and on the date of the Drawdown Notice, the Borrower undertakes to provide the Agent with a copy of any Change Order entered into during that three (3) month or other period.  The Borrower also undertakes to notify the Agent of any change in the Intended Delivery Date as soon as practicable after each change has occurred.

The Borrower shall:

including the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions and the laws of the Approved Flag;

Clauses 14.2 and 14.4 shall apply to prepayments under Clause 14.1 (a).

entitled to serve any notice under Clause 18.22 (a) during the Restriction Period unless the relevant event consists of:

However, this provision shall not be interpreted as a waiver of:

thereunder or in connection therewith is materially incorrect or misleading when made or would, if repeated at any time hereafter by reference to the facts subsisting at such time, no longer be materially correct.

other than claims, expenses, liabilities and losses which are shown to have been directly and mainly caused by the dishonesty or wilful misconduct of the officers or employees of the Creditor Party concerned.

Without prejudice to its generality, this Clause 20.3 covers any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code or any Environmental Laws or any Sanctions.

the Borrower shall indemnify the Creditor Party concerned against the loss arising when the amount of the payment actually received by that Creditor Party is converted at the available rate of exchange into the Contractual Currency.

In this Clause 20.4 the “available rate of exchange” means the rate at which the Creditor Party concerned is able at the opening of business (Paris time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.

This Clause 20.4 creates a separate liability of the Borrower which is distinct from its other liabilities under the Finance Documents and which shall not be merged in any judgment or order relating to those other liabilities.

for the Notifying Lender to maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement; or

to another bank or financial institution (the “New Lender”).

and any representations or warranties implied by law are excluded.

any information about any Obligor, this Agreement and the other Finance Documents as that Creditor Party shall consider appropriate.  Each of the Creditor Parties may also disclose to the Builder, or any employee, officer, director or representative of the Builder which needs to know such information or receive such document in the course of such person’s employ or duties, such information about any Obligor, this Agreement and the other Finance Documents as that Creditor Party reasonably considers normal practice for an  export credit.

In addition to the other rights provided to Lenders under this Clause 23 (CHANGES TO THE LENDERS), each Lender may without consulting with or obtaining consent from the Borrower or any Obligor but subject to the prior written consent of SACE, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender (i) to the benefit of any Affiliate and/or (ii) within the framework of its, or its Affiliates, direct or indirect funding operations including, without limitation:

except that no such charge, assignment or Security Interest shall: