Exhibit 10.1

Execution version

[*]: THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

Dated 17 February 2021

EXPLORER NEW BUILD, LLC

as Borrower

and

NCL CORPORATION LTD.

as Guarantor

and

SEVEN SEAS CRUISES S. DE R.L.

as Charterer

and Shareholder

and

Norwegian Cruise Line Holdings Ltd.

as the Holding

and

THE Banks and FINANCIAL INSTITUTIONS listed IN Schedule 1

as Lenders

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

SOCIÉTÉ GÉNÉRALE

HSBC BANK PLC

KFW IPEX-BANK GMBH

as Joint Mandated Lead Arrangers

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Agent

and SACE Agent

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Security Trustee

AMENDMENT AND RESTATEMENT AGREEMENT

relating to a facility agreement originally dated 31 July 2013 (as amended and restated pursuant to an amendment and restatement agreement dated 31 October 2014
and as amended by a supplemental agreement dated 4 June 2020)
in respect of the part financing of the passenger cruise ship m.v. “SEVEN SEAS EXPLORER”

Index

THIS AGREEMENT is made on 17 February 2021

Parties

Background

Operative Provisions

In this Agreement:

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

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

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

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

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

“2021 Finance Documents” means this Agreement, the New Mortgage Addendum and each 2021 Deferral Fee Letter.

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

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

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

“Facility Agreement” means the facility agreement dated 31 July 2013 and made between, amongst others, (i) the Borrower, (ii) the Lenders, (iii) the Mandated Lead Arrangers, (iv) the Agent and the SACE Agent and (v) the Security Trustee, and (where the context requires) as amended from time to time, including pursuant to an amendment and restatement agreement dated 31 October 2014, and as further amended by the 2020 Amendment Agreement.

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

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

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

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

“Party” means a party to this Agreement.

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

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

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

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

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

On the date of this Agreement and on the Effective Date, each Obligor that is a party to the Facility Agreement makes each of the representations and warranties as set out in clause 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 New Mortgage Addendum, by reference to the circumstances then existing.

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

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

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

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

Without prejudice to the provisions of the New 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:

Clause 12.19 (Further assurance) of the Facility Agreement, as amended and restated by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

Clause 31 (Notices) of the Facility Agreement, as amended and restated by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

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

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

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

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

Explorer I

Amendment and Restatement Agreement

Execution Pages

BORROWER

GUARANTOR

HOLDING

CHARTERER

SHAREHOLDER

Explorer I

Amendment and Restatement Agreement

LENDERS

Explorer I

Amendment and Restatement Agreement

AGENT

SACE AGENT

SECURITY TRUSTEE

Execution version

APPENDIX

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

Amendments are indicated as follows:

Originally Ddated 31 July 2013

(as amended and restated by an Aamendment and Rrestatement Aagreement dated 31 October 2014 and as amended by a supplemental agreement dated 4 June 2020 and as further amended and restated pursuant to an amendment and restatement agreement dated _______ February 2021)

EXPLORER 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

HSBC BANK PLC

KFW IPEX-BANK GMBH

as Joint Mandated Lead Arrangers

– and-

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Agent
and SACE Agent

– and-

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Security Trustee
with the support of

SACE S.p.A.

AMENDED AND RESTATED LOAN AGREEMENT

relating to the part financing of the 738
passenger cruise ship m.v. “SEVEN SEAS EXPLORER”

newbuilding presently designated as
Hull No. [*] at Fincantieri-Cantieri Navali Italiani S.p.A

Index

THIS AGREEMENT is originally made on 31 July 2013 (as amended and restated by thean Aamendment and Rrestatement Aagreement ondated 31 October 2014 and as amended by a supplemental agreement dated 4 June 2020 and as further amended and restated pursuant to an amendment and restatement agreement dated _______ February 2021).

PARTIES

BACKGROUND

as each such event is described in the Shipbuilding Contract.

OPERATIVE PROVISIONS

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

“2014 Amending and Restating Agreement” means the amendment and restatement agreement dated 31 October 2014 and made between (i) the Borrower, (ii) the Lenders, (iii) the Joint Mandated Lead Arrangers, (iv) the Agent and the SACE Agent and (v) the Security Trustee.

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

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

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

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

“2020 Deferral Final Repayment Date” means the Repayment Date falling 3 years and six months after the 2020 Deferral Repayment Starting Point, or, if earlier, the date on which the 2020 Deferral Tranche has been repaid or prepaid in full, as further set out in Schedule 6 (Deferred Repayment Schedule).

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

”2020 Deferral Repayment Starting Point” means the date of the first Repayment Date falling after 31 March 2021, namely 30 June 2021.

”2020 Deferral Tranche” means the part of the Loan made available to the Borrower to finance the aggregate of the 2020 Deferred Repayment Instalments and the related 2020 Deferral Tranche Premium payable to SACE (amounting to [*]. ([*]) of the Total Commitments as of 1 April 2020) in a principal amount not exceeding thirty-one million, seven hundred and ninety-five thousand, five hundred and one Dollars and eighty-six Cents ($31,795,501.86).

“2020 Deferral Tranche Premium” has the meaning given to such term in paragraph (a) of Clause 8.5 (Deferral Tranches – additional premium).

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

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

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

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

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

“2021 Deferral Final Repayment Date” means the Repayment Date falling 4 years and six months after the 2021 Deferral Repayment Starting Point, or, if earlier, the date on which the 2021 Deferral Tranche has been repaid or prepaid in full, as further set out in Schedule 6 (Deferred Repayment Schedule).

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

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

“2021 Deferral Repayment Starting Point” means the date of the first Repayment Date falling after 31 March 2022, namely 30 June 2022.

“2021 Deferral Tranche” means the part of the Loan made or to be made available to the Borrower to repay the aggregate of the 2021 Deferred Repayment Instalments, including, for the avoidance of doubt, the repayment instalments due pursuant to paragraph (a) of Clause 5.5 (Repayment of Deferral Tranches).”2021 Deferral Tranche Premium” has the meaning given to such term in Clause 8.5 (Deferral Tranches – additional premium).

“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.

“Affected Lender” has the meaning given in Clause 6.5 (Market disruption).

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

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

“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, 2005, 2007, 2008, 2010 and 2012).

“Approved Broker” means Clarkson PLCPlatou, Barry Rogliano Salles, RS Platou ASA, Fearnleys AS, Rocca & Partners or such other Sshipbroker or ship valuer experienced in valuing cruise ships nominated by the Borrower and approved by the Agent and SACE.

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

“Approved Manager” means the Borrower, Seven Seas, Prestige Cruise Services Inc., 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 (or Seven Seas, as bareboat charterer), a letter of undertaking executed or to be 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 Secured Parties under the Finance Documents, in the agreed form.

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

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

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

“Bail-In Legislation” means:

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

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

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open in London, Frankfurt, Rome 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.

“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” (Commercial Interest Reference Rate) means 2.13% per annum or any other 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 (Lenders and CommitmentsLenders and Commitments) (including, in relation to a Lender, its Deferral Commitments), or, as the case may require, the amount specified in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with this Agreement (and “Total Commitments” means the aggregate of the Commitments of all the Lenders).

“Compliance Certificate” has the meaning given to 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 in relation to, or for the purpose of becoming a Creditor Party under, the Finance Documents or the Loan 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 Agent.

“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 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.

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

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

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

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

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

“Deferral Prepayment Event” means the occurrence of any event entitling the Agent to exercise any rights granted to it pursuant to Clause 16.5 (Breach of new covenants or the Principles), including, without limitation, the ability to cancel any part, or demand the immediate repayment of, any Deferral Tranche and to terminate the waiver of the covenant granted pursuant to Clause 15 (Security Value Maintenance) or the waiver of the financial covenants granted pursuant to paragraphs (b) and (c) of clause 11.15 (Financial Covenants) of the Guarantee.

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

“Deferral Tranche Premia” has the meaning given to such term in Clause 8.5 (Deferral Tranches – additional premium).

“Deferred Costs Percentage” means:

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

“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 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 (FacilityFacility).

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

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

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

“Effective Date” means the Effective Date defined in the 2014 Amendmeintg and Restatemeintg Agreement.

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

“Environmental Approval” means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.

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

“Environmental Incident” means:

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

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

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

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

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

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

“Existing Indebtedness” means (a) Loan Agreement, dated as of July 18, 2008, by and among Marina 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); (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).

“Exporter Declaration” means a declaration in the form required by SIMEST at the relevant time duly signed by an authorised signatory of the Builder.

“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 on terms reasonably acceptable to the Majority Lenders.

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

“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) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA” means:

“FATCA Application Date” means:

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

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

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

““FATCA Protected Lender”“ means any Lender irrevocably designated as a FATCA Protected Lender by the Borrower by notice to that Lender and the Agent at least six months prior to the earliest FATCA Application Date for a payment by a Party to that Lender (or to the Agent for the account of that Lender).

“Fee Letter” means any letter dated on or about the date of thisthe Original Facility Agreement between the SACE Agent and the Borrower setting out the fees referred to in paragraph (e) of Clause 9.1(d) 9 (FeesFees).

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

“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:

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

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

“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 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 paragraph (c) above, shall be performed by Crédit Agricole Corporate and Investment Bank’s dedicated desk in accordance with market practices. The Borrower shall have the right to request indicative valuations from time to time prior to the Conversion Rate Fixing Date.

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

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

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

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

“Group” means the Guarantor and its Subsidiaries.

“Guarantee” means a guarantee issued on or before the Effective Date by the Guarantor in favour of the Security Trustee in the agreed form.the Original Guarantee, as amended pursuant to the 2020 Amendment Agreement and as amended and restated pursuant to the 2021 Amendment and Restatement Agreement and as may be further amended and/or supplemented from time to time.

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

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

“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:

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

“Insurances” means:

“Intended Delivery Date” means 30 June 2016 (the date on which the Ship will be ready for delivery pursuant to the Shipbuilding Contract as at the date of thisthe Original Facility Agreement) or any other date notified by the Borrower to the Agent in accordance with Clauses 3.5(a)(i) or 3.7(c)paragraph (a)(i) of Clause 3.5 (No later than sixty (60) days before the Intended Delivery Date) or paragraph (c) of Clause 3.7 (No later than five (5) Business Days before the Intended Delivery Date) as being the date on which the Builder and the Borrower have agreed that the Ship will be ready for delivery pursuant to the Shipbuilding Contract.

“Interest Make-uUp Agreement” means an interest make up agreement (Capitolato) to be entered into between SIMEST and the Agent on behalf of the Lenders and in form and substance acceptable to the Joint 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 77 (Interest PeriodsInterest Periods).

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

each as of the Specified Time for Dollars.

“ISM Code” means the International Safety Management Code 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.

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

“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 or LIBOR 02” of the Reuters screen (or any replacement 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 Reuters (and if such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrower), 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 and provided further that, if the rate displayed on the relevant page is less than zero, LIBOR shall be deemed to be zero.

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

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

“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 Seven Seas in favour of the Security Trustee in the agreed form.

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

“Majority Lenders” means:

“Margin” means:

“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, Bahamas or such other registry as the Agent may, with the authorisation of the Majority Lenders and SACE, approve.

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

“Maximum Loan Amount” means the aggregate of:

(a) “Maximum Loan Amount” means the aggregate of (a) the Dollar Equivalent of Euro 284,004,000;

(b) (b) 100% of the First Instalment of the SACE Premium to be paid by the Borrower direct to SACE on or before 30 days following the issuance of the SACE Insurance Policy; and

(c) (c) 100% of the Second Instalment of the SACE Premium payable on the original Drawdown Date, with (X) the Loan currently outstanding (including the drawn part of the 2020 Deferral Tranche) on the 2021 Deferral Effective Date being equal to $265,287,622.76 and (Y) an amount equal to $39,081,158.26 under the 2021 Deferral Tranche being available for utilisation, to be made (or deemed to be made) available as provided for in this Agreement.

Provided that such amount shall not, at any time, exceed US$440,321,649.

“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.

“Negotiation Period” has the meaning given in Clause 6.8 (Negotiation of alternative rate of interest).

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

“Mortgage Addenda” means:

“Obligors” means the Borrower, the Guarantor, Seven Seas 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.

“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.

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

“Original Guarantee” means the guarantee issued by the Guarantor in favour of the Security Trustee on 31 October 2014.

“Original Mortgage” means the first preferred Marshall Islands mortgage on the Ship, executed by the Borrower in favour of the Security Trustee on 30 June 2016.

“Original Principles” has the meaning given to such term in Recital (F).

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

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

“Overseas Regulations” means the United Kingdom Overseas Companies Regulations 2009.

“Parallel Debt” means any amount which an Obligor owes to the Security Trustee under Clause 26.2 (Parallel Debt (Covenant to pay the Security Trustee)Parallel Debt (Covenant to pay the Security Trustee)).

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

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

“Permitted Financial Indebtedness” means any Financial Indebtedness:

“Permitted Security Interests” means:

“Pertinent Document” means:

“Pertinent Matter” means:

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

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

“Post-Delivery Assignment” means an assignment of the rights of the Borrower in respect of the post-delivery guarantee liability of the Builder under Article 25 of the Shipbuilding Contract executed or to be executed by the Borrower in favour of the Security Trustee 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 by Prestige Holdings in favour of the Security Trustee and terminated on the Effective Date.

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

“Prior Guarantees” means the Seven Seas Guarantee and the Prestige Holdings Guarantee.

“Prior Guarantors” means Seven Seas 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.

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

“Quotation DateDay” means, in relation to any Interest Period (or any period for which an interest rate is to be determined under any provision of a Finance Document), the day which is 2, two Business Days before the first day of that period, unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation DateDay will be determined by the 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 DateDay will be the last of those days).

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

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

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

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

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

“Relevant Interbank Market” means the EuropeanLondon Iinterbank Mmarket.

“Relevant Jurisdiction” means, in relation to an Obligor:

“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

“Repayment Date” means a date on which a repayment is required to be made under Clause 55 (RepaymentRepayment).

“Replacement Benchmark” means a benchmark rate which is:

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement Benchmark” will be the replacement under paragraph (ii) above;

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

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

“SACE” means SACE SpA.

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

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

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

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

“SACE Insurance Policy” means the insurance policy (as amended and supplemented from time to time) in respect of this Agreement (which, in all material respects, is not inconsistent with the commercial terms of this Agreement) to be issued by SACE for the benefit of the Lenders in respect of 95% of the Loan in form and substance satisfactory to the Agent and the Lenders.

“SACE Premium” means the amount payable by the Borrower to SACE directly or through the Agent in twoseveral instalments in respect of the SACE Insurance Policy as set out in Clause 8 (SACE Premium and Italian AuthoritiesSACE Premium and Italian Authorities), including the Deferral Tranche Premia (provided, for the avoidance of doubt, that the 2021 Deferral Tranche Premium shall not be financed).

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

“SACE Required Documents” means in relation to the Drawdown Notice:

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

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

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

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

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

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

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

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

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

“Secured Party” means SACE, the Agent, the Security Trustee, the SACE Agent, the Joint Mandated Lead Arrangers or any Lender whether at the date of thisthe Original Facility Agreement or any later time.

“Security Interest” means:

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

“Security Property” means:

except:

“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 Trustee” means Crédit Agricole Corporate and Investment Bank, a French “société anonyme”, having a share capital of EUR  7,254,575,2717,851,636,342.00 and its registered office located at 9, Quai du Président Paul Doumer, 92920 Paris La Défense12 place des États-Unis, CS 70052 92547, Montrouge cCedex, France, registered under the n° Siren 304 187 701 at the Registre du Commerce et des Sociétés of Nanterre or any successor of it appointed under Clause 26 (The Security TrusteeThe Security Trustee).

“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 13.4 (Valuation of the ShipValuation of the Ship); and (ii) the market value of any additional security for the time being actually provided to the Agent pursuant to Clause 15 (Security Value MaintenanceSecurity Value Maintenance).

“Servicing Party” means the Agent or the Security Trustee.

“Seven Seas” means Seven Seas Cruises S. DEde R.L., a Panamanian sociéedad de responsibilidadresponsabilidad limitada domiciled in Panama whose resident agent is Arias, Fabrega & Fabrega at Plaza 2000at Arifa Building, 16^th Floor, 50^th StreetWest Boulevard, Santa Maria Business District, Panama, Republic of Panama.

“Seven Seas Charter” means the bareboat charter of the Ship by the Borrower as owner to the Seven Seas as charterer which shall be entered into no later than the Delivery Date in the form of draft approved by the Agent before the date of thisthe Original Facility Agreement with such reasonable changes thereto as the Agent may, with the authority of the Majority Lenders, approve from time to time.

“Seven Seas Guarantee” means a guarantee issued by Seven Seas in favour of the Security Trustee and terminated on the Effective Date.

“Ship” means the passenger cruise ship currently designated with Hull No. [*] (as more particularly described in the Shipbuilding Contract) to be constructed under the Shipbuilding Contract and to be delivered to, and purchased by, the Borrower and registered in its name under an Approved Flag with the name “Explorer”.”Seven Seas Explorer” (ex. hull number 6250) in the registered ownership of the Borrower under the Marshall Islands maritime registry (official no. 6712).

“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.

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

“Subsidiary” has the following meaning:

Aa 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).

“Total Loss” means:

“Total Loss Date” means:

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

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

“Tripartite General Assignment” means anthe tripartite general assignment of the Seven Seas Charter, the Earnings, the Insurances and any Requisition Compensation, executed or to bedated 30 June 2016 and executed by the Borrower, Seven Seas ( as owner and Seven Seas as bareboat 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.

“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 External Management Agreement, the Seven Seas 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 Tripartite General Assignment.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“VAT” means:

“Write-down and Conversion Powers” means:

In this Agreement:

“Agent”, the “SACE Agent”, the “Joint Mandated Lead Arranger”, the “Security Trustee”, any “Creditor Party”, any “Secured Party”, any “Lender”, any “Obligor” or any other “person”, shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

“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 31 July_______ February 20213.

“document” includes a deed; also a letter, fax or electronic mail.

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

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

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

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

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

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

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

“parent company” has the meaning given in the definition of “Subsidiary”.

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

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

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

“approved” means, for the purposes of Clause 14 (Insurance UndertakingsInsurance Undertakings), approved in writing by the Agent.

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

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

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

“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 Cclause 1 of the Institute Time Clauses (Hulls)(1/10/82) or Cclause 8 of the Institute Time Clauses (Hulls) (1/11/1995) or the Institute Amended Running Down clause (1/10/71) or any equivalent provision.

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

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

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

In this Agreement:

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

The schedules form an integral part of this Agreement.

This Agreement is effective from the 2021 Deferral Effective Date.

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

Subject to the other provisions of this Agreement, each Lender shall participate in the Loan in the proportion which, as at the Drawdown Date, its Commitment bears to the Total Commitments.

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

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

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

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

The Borrower may only draw under the Loan when the following conditions have been fulfilled to the satisfaction of the Agent and provided no Event of Default shall have occurred and remains unremedied or is likely to occur as a consequence of the drawing of the Loan:. This Clause 3 (Conditions Precedent) shall not apply to the 2020 Deferral Tranche or the 2021 Deferral Tranche, save for Clause 3.14 (Deferral Tranches).

The Agent shall have received no later than the date of thisthe Original Facility Agreement:

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

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

The Agent shall have received no later than ninety (90) days before the Intended Delivery Date:

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

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

The Agent shall ensure that an officer or employee or other person designated by it as its authorised representative is present at the Builder on the proposed Drawdown Date for the purpose of examining originals (or certified copies) of the SACE Required Documents duly signed by the parties thereto and collecting copies thereof (which copies shall be certified as true copies by an authorised signatory of the Builder and/or the Borrower, as applicable).

The Agent shall have received no later than the Delivery Date:

provided always that the obligations of the Lenders to make the Loan available on the Delivery Date are subject to the Lenders remaining satisfied that each of the SACE Insurance Policy and the Interest Make-uUp Agreement will cover the Loan following the advance of the Loan, payment of the Second Instalment of the SACE Premium and delivery to the Agent of the documents listed in Schedule 3 (Documents to be produced by the Builder to the Agent on Delivery).

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

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

then the Agent shall promptly notify the Borrower of any changes the Agent considers appropriate to be made to this Agreement to reflect such a change in SACE’s requirements.

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

The relevant part of a Deferral Tranche shall only be advanced if the Agent shall have received (a) no later than five (5) Business Days before the date of the relevant advance (and only if required under Clause 4.9 (Deferral Tranches) hereunder), a Drawdown Notice from the Borrower, signed by a duly authorised signatory of the Borrower, specifying the amount of the Deferral Tranche to be drawn down, and (b) on the relevant date of the relevant advance or deemed advance (as applicable), confirmation that:

it being provided that two advances under the 2020 Deferral Tranche have been made to the Borrower in respect of the 2020 Deferred Repayment Instalments.

The Lenders shall not be obliged to fulfil their obligation to make the Loan available other than (i) by paying the Builder all or part of 80% of the Final Contract Price up to the Eligible Amount on behalf of and in the name of the Borrower, (ii) by reimbursing the Borrower for the First Instalment of the SACE Premium which was paid by the Borrower to SACE on or before 30 days following the issuance of the SACE Insurance Policy and (iii) by payment to SACE of the Second Instalment of the SACE Premium payable on the Delivery Date. For the avoidance of doubt, the amount of the Loan shall not exceed the Maximum Loan Amount.

The Borrower hereby instructs the Lenders in accordance with this Clause 4.1 (Borrower’s irrevocable payment instructionsBorrower’s irrevocable payment instructions):

Payment to the Builder of the amount drawn under paragraph (a) of Clause 4.1(a) 4.1 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 (Documents to be produced by the Builder to the Agent on DeliveryDocuments to be produced by the Builder to the Agent on Delivery).

Save as contemplated in Clause 4.3 (Modification of payment termsModification of payment terms) below, the payment instruction contained in this Clause 4.1 (Borrower’s irrevocable payment instructionsBorrower’s irrevocable payment instructions) is irrevocable.

The Dollar amount to be drawn down under Clause 4.1(a)paragraph (a) of Clause 4.1 (Borrower’s irrevocable payment instructions) shall be calculated by the Agent on the Conversion Rate Fixing Date in accordance with the definitions of “Eligible Amount” and “Conversion Rate” in Clause 1.1 (DefinitionsDefinitions).

The Borrower expressly acknowledges that the payment terms set out in this Clause may only be modified with the agreement of the Italian Authorities, Agent, the Security Trustee, the Lenders and the Borrower in the case of Clause 4.1(a)paragraph (a) of Clause 4.1 (Borrower’s irrevocable payment instructions) and with the agreement of the Italian Authorities, Agent, the Lenders and the Borrower in the case of Clause 4.1(b) and 4.1(c)paragraphs (b) and (c) of Clause 4.1 (Borrower’s irrevocable payment instructions); Pprovided that it is the intention of the Borrower, the Lenders, the Security Trustee and the Agent that prior to the Conversion Rate Fixing Date agreement shall be reached with those financial institutions with whom the Borrower has entered into the FOREX Contracts (the “Counterparties”) in order that the Euro payments due from the Counterparties under the FOREX Contracts shall be paid to the Agent for holding in escrow and to be released by the Agent simultaneously with (i) the payment in full to the Builder of the balance of the Final Contract Price denominated in Euro at the time of delivery of the Ship and (ii) the payment to the Counterparties of the Dollars due to them under the relevant FOREX Contracts out of the Dollar amount available under Clause 4.1(a)paragraph (a) of Clause 4.1 (Borrower’s irrevocable payment instructions), subject only to delivery of the Ship by the Builder to the Borrower taking place as evidenced by the execution and delivery of the Protocol of Delivery and Acceptance and to the Borrower having deposited with the Agent before delivery, if and to the extent required, any Dollar and/or Euro amounts as may be needed to ensure the payment in full of both the balance of the Final Contract Price in Euro and the Dollars owed to the Counterparties under all the relevant FOREX Contracts.

Except as permitted by the provisions of the 2020 Amendment Agreement in respect of the 2020 Deferral Tranche and the 2021 Amendment and Restatement Agreement in respect of the 2021 Deferral Tranche:

The Agent shall promptly notify the Lenders that it has received a Drawdown Notice and shall inform each Lender of:

Subject to the provisions of this Agreement, each Lender shall, on and with value on the Drawdown Date, make available to the Agent the amount due from that Lender under Clause 2.2 (Lenders’ participations in LoanLenders’ participations in Loan).

Subject to the provisions of this Agreement, the Agent shall on the Drawdown Date pay the amounts which the Agent receives from the Lenders under Clause 4.6 (Lenders to make available ContributionsLenders to make available Contributions) in the like funds as the Agent received the payments from the Lenders: