​

Exhibit 10.2

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

​

Dated 17 June 2021

​

​

LEONARDO TWO, LTD.

as Borrower

and

NCL CORPORATION LTD.

as Guarantor

and

NCL INTERNATIONAL, LTD.

as Shareholder

and

NORWEGIAN CRUISE LINE HOLDINGS LTD.

as the Holding

and

THE Banks and FINANCIAL INSTITUTIONS listed IN Schedule 1

as Lenders

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

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

HSBC BANK PLC

CASSA DEPOSITI E PRESTITI S.P.A.

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 12 April 2017
(as amended and restated by an amendment and restatement agreement dated 21 November 2017,

​

​

as amended by a supplemental agreement dated 4 June 2020 and as amended and restated by an amendment and restatement agreement dated 17 February 2021)
in respect of the part financing of the 3,300 passenger cruise ship newbuilding
presently designated as Hull No. [*] at Fincantieri S.p.A

​

​

Index

Clause‌Page

1 Definitions and Interpretation‌2

2 Conditions Precedent and Conditions Subsequent‌4

3 Representations‌5

4 Amendment and Restatement of Facility Agreement and other Finance Documents‌5

5 Further Assurance‌6

6 Costs, Expenses and Fees‌6

7 Notices‌6

8 Counterparts‌7

9 Signing Electronically‌7

10 Governing Law‌7

11 Enforcement‌7

​

Schedules

​

Schedule 1 The Lenders‌

Part A The Tranche A Lenders‌

Part B The Tranche B Lenders‌

Part C The Tranche C Lenders‌

Schedule 2 Conditions Precedent‌

Schedule 3 Conditions Subsequent‌

Schedule 4 Form of Effective Date Certificate‌

​

Execution

​

Execution Pages‌8

​

Appendices

​

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

​

​

​

​

​

THIS AGREEMENT is made on 17 June 2021

​

​

In this Agreement:

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

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

​

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

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

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

​

​

On the date of this Agreement and on the Effective Date, each Obligor that is a party to the Facility Agreement makes each of the representations and warranties as set out in clause 11 (Representations and warranties) of the Facility Agreement, as amended and restated by this Agreement and updated with appropriate modifications to refer to this Agreement and (where relevant) the Amended and Restated Facility Agreement, by reference to the circumstances then existing.

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

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

With effect on and from the Effective Date the Guarantor confirms that:

On the Effective Date, each Obligor confirms that:

​

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

Clause 12.20 (Further assurance) of the Facility Agreement, as amended and restated by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

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

​

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

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

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

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

​

Leonardo Two

Amendment and Restatement Agreement

Execution Pages

BORROWER

SIGNED by) /s/ Daniel S. Farkas

duly authorised) Daniel S. Farkas

for and on behalf of)

LEONARDO TWO, LTD. )

​

​

​

​

GUARANTOR

SIGNED by) /s/ Daniel S. Farkas

duly authorised) Daniel S. Farkas

for and on behalf of)

NCL CORPORATION LTD. )

​

​

​

​

SHAREHOLDER

​

SIGNED by) /s/ Daniel S. Farkas

for and on behalf of) Daniel S. Farkas

NCL INTERNATIONAL, LTD.)

as its duly appointed attorney-in-fact)

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

) Jared G. Silberhorn

) 7665 Corporate Center Drive

) Miami, FL 33126 USA

​

​

​

HOLDING

​

SIGNED by) /s/ Daniel S. Farkas

for and on behalf of) Daniel S. Farkas

NORWEGIAN CRUISE LINE)

HOLDINGS LTD.)

as its duly appointed attorney-in-fact)

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

) Jared G. Silberhorn

) 7665 Corporate Center Drive

) Miami, FL 33126 USA

​

​

​

​

Leonardo Two

Amendment and Restatement Agreement

LENDERS

SIGNED by ) /s/ Cosmo Fisher

duly authorised ) Cosmo Fisher

for and on behalf of) Attorney-in-Fact

CRÉDIT AGRICOLE CORPORATE)

AND INVESTMENT BANK )

​

​

​

SIGNED by ) /s/ Bruno Cloquet

duly authorised ) Bruno Cloquet

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

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

) /s/ Michel Froidebise

)Michel Froidebise

)Head of Export Finance Nordic Origination

​

​

SIGNED by ) /s/ Alessandro Mazzi

duly authorised ) Alessandro Mazzi

for and on behalf of) MD — Head of Export and Asset Finance, Italy

HSBC CONTINENTAL EUROPE, ITALY)

​

​

​

SIGNED by ) /s/ Isabella Roberts

duly authorised ) Isabella Roberts

for and on behalf of) Attorney-in-Fact

DEKABANK DEUTSCHE GIROZENTRALE)

​

​

​

​

SIGNED by ) /s/ Enrico Semprebene

duly authorised ) Enrico Semprebene

for and on behalf of)

CASSA DEPOSITI E PRESTITI S.P.A.)

​

​

​

SIGNED by ) /s/ Luca Geronimi

duly authorised ) Luca Geronimi

for and on behalf of) Attorney

BANCO BPM S.P.A.)

) /s/ Roberta Zanaboni

) Roberta Zanaboni

) Attorney

)

​

​

​

MANDATED LEAD ARRANGERS

SIGNED by ) /s/ Cosmo Fisher

duly authorised) Cosmo Fisher

for and on behalf of) Attorney-in-Fact

CRÉDIT AGRICOLE CORPORATE)

​

Leonardo Two

Amendment and Restatement Agreement

AND INVESTMENT BANK )/s/ Bruno Cloquet

SIGNED by ) Bruno Cloquet

duly authorised ) Global Head of Exporters and ECAs Origination

for and on behalf of)

BNP PARIBAS FORTIS S.A./N.V ) /s/ Michel Froidebise

) Michel Froidebise

)Head of Export Finance Nordic Origination

​

​

​

​

SIGNED by ) /s/ Varsha Sharan

duly authorised ) Varsha Sharan

for and on behalf of) Director

HSBC BANK PLC)

​

​

​

​

SIGNED by ) /s/ Enrico Semprebene

duly authorised ) Enrico Semprebene

for and on behalf of)

CASSA DEPOSITI E PRESTITI S.P.A.)

​

​

​

​

AGENT

SIGNED by ) /s/ Cosmo Fisher

duly authorised ) Cosmo Fisher

for and on behalf of) Attorney-in-Fact

CRÉDIT AGRICOLE CORPORATE AND)

INVESTMENT BANK )

​

​

​

​

SACE AGENT

SIGNED by ) /s/ Cosmo Fisher

duly authorised ) Cosmo Fisher

for and on behalf of) Attorney-in-Fact

CRÉDIT AGRICOLE CORPORATE AND)

INVESTMENT BANK )

​

​

​

​

SECURITY TRUSTEE

SIGNED by ) /s/ Cosmo Fisher

duly authorised ) Cosmo Fisher

for and on behalf of) Attorney-in-Fact

CRÉDIT AGRICOLE CORPORATE AND)

INVESTMENT BANK )

​

​

​

​

APPENDIX

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

​

Amendments are indicated as follows:

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​

​

​

Execution version

Originally dated 12 April 2017
(as amended and restated by an amendment and restatement agreement dated 21 November 2017, as amended by a supplemental agreement dated 4 June 2020, as amended and restated by an amendment and restatement agreement dated 17 February 2021 and as further amended and restated pursuant toby an amendment and restatement agreement dated _____ February_______________ 2021)

​

Term Loan Facility

​

LEONARDO two, LTD.

as Borrower

and

The Banks and Financial Institutions
listed in ‎Schedule 1

as Lenders

and

Crédit Agricole Corporate and Investment Bank
BNP PARIBAS Fortis S.A./N.V.
HSBC Bank PLC
CASSA DEPOSITI E PRESTITI S.P.A.

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 Facility Agreement

relating to the part financing of the 3,300 passenger cruise ship
newbuilding presently designated as
Hull No. [*] at Fincantieri S.p.A.
​

​

​

​

Index

Clause‌Page

​

1Interpretation‌4

2Facility‌3336

3Conditions Precedent‌3539

4Drawdown‌4550

5Repayment‌4855

6Interest‌4855

7Interest Periods‌5360

8SACE Premium and Italian Authorities‌5461

9Fees‌5767

10Taxes, Increased Costs, Costs and Related Charges‌5868

11Representations and Warranties‌6575

12General Undertakings‌7181

13Ship Undertakings‌8393

14Insurance Undertakings‌90100

15Security Value Maintenance‌93103

16Cancellation, Prepayment and Mandatory Prepayment‌95104

17Interest on Late Payments‌98108

18Events of Default‌98108

19Application of sums received‌104114

20Indemnities‌104114

21Illegality, etc.‌107117

22Set-Off‌108118

23Bail-In‌109119

24Changes to the Lenders‌109120

25Changes to the Obligors‌115125

26Role of the Agent and the Joint Mandated Lead Arrangers‌115125

27The Security Trustee‌121131

28Conduct of business by the Creditor Parties‌132143

29Sharing among the Creditor Parties‌132143

30Payment Mechanics‌134144

31Variations and Waivers‌136146

32Notices‌137148

33Confidentiality‌139150

34Legal independence and Unconditional Obligations of the Borrower‌143154

35SACE Subrogation and Reimbursement‌144154

36Supplemental‌146156

37Governing Law‌147158

38Enforcement‌147158

39Confidentiality of Funding Rates and Reference Bank Quotations‌148158

​

Schedules

​

Schedule 1 Lenders and Commitments‌150161

Part A The Tranche A Lenders‌161

Part B The Tranche B Lenders‌163

Part C The Tranche C Lenders‌165

Schedule 2 Form of Drawdown Notice‌152167

​

Schedule 3 Documents to be produced by the Builder to the Agent on Delivery‌154170

Schedule 4 Form of Transfer Certificate‌155171

Schedule 5 Qualifying Certificate‌159175

Schedule 6 Drawdown ScheduleSchedules‌161177

Part A  Drawdown Schedule – Tranche A‌177

Part B  Drawdown Schedule – Tranche B‌178

​

Execution

​

Execution Pages‌162179

​

​

​

​

THIS AGREEMENT is originally made on 12 April 2017 (as amended and restated by an amendment and restatement agreement dated 21 November 2017, as amended by a supplemental agreement dated 4 June 2020, as amended and restated by an amendment and restatement dated 17 February 2021 and as further amended and restated pursuant toby an amendment and restatement agreement dated _____ February_______________ 2021)

PARTIES

BACKGROUND

​

as each such event is described in the Shipbuilding Contract.

​

certain measures (the "Temporary Measures") applicable in relation to certain qualifying loan agreements in order to assist companies which are financially sound but dealing with the impact of the temporary but unprecedented Covid-19 pandemic; the possibility to access to such measures was subject, amongst other things, to certain principles titled "Cruise Debt Holiday Principles" offered by SACE dated 15 April 2020 for cruise lines offered by SACE (the "Original Principles").

​

Agreement, as amended by the 2020 Amendment Agreement and as amended and restated by the February 2021 Amendment and Restatement Agreement, the "Facility Agreement").

OPERATIVE PROVISIONS

Subject to Clause ‎1.6 (General Interpretation), in this Agreement:

"2017 Amending and Restating Agreement" has the meaning given to such term in Recital G.

"2020 Amendment Agreement" has the meaning given to such term in Recital J.

"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.  

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

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

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

"Acceptable Deposit" means a cash deposit for an amount equal to the cumulative total of the principal and interest secured by the relevant Refund Guarantee which is to be paid by the Builder (a) for security purposes in favour of the Borrower and under its control, the Builder

​

agreeing that it shall not have any control rights in respect of the deposit, that the Borrower may freely assign, charge, pledge or otherwise convey its rights in relation to the deposit to its financiers and SACE without the need to seek or obtain any approval or consent from the Builder, and that the Borrower shall be entitled to claim payment of the deposit in the same circumstances that it could claim payment of a Refund Guarantee, and (b) to the Account Bank by or before the relevant due date for payment of the deposit in accordance with Article 10.3 of the Shipbuilding Contract.

"Account" means a Euro account of the Borrower opened or to be opened with the Account Bank and subject to an Account Pledge.

"Account Bank" means Crédit Agricole Corporate and Investment Bank, being pursuant to the terms of the Shipbuilding Contract, the legal person designated by written notice by the Borrower to the Builder at any time to hold an Acceptable Deposit.

"Account Pledge" means any pledge of an Acceptable Deposit granted in favour of the Security Trustee, the Joint Mandated Lead Arrangers, the Agent, the SACE Agent and the Lenders.

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

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

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

"Agent" means Crédit Agricole Corporate and Investment Bank, a French "société anonyme", having a share capital of seven billion eight hundred and fifty one million six hundred and thirty six thousand three hundred and forty two Euros (€7,851,636,342.00) and its registered office located at 12, Place des États-Unis, CS 70052, 92547 Montrouge Cedex, France, registered under the n° Siren 304 187 701 at the Registre du Commerce et des Sociétés of Nanterre or any successor of it appointed under Clause ‎26 (Role of the Agent and the Joint Mandated Lead Arrangers).

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

"Amended Maximum Loan Amount" means the aggregate of:

(b)

​

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

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

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

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

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

"Approved Manager" means any of the Borrower, NCL Corporation Ltd., NCL (Bahamas) Ltd. or other member of the Group, or any company which is 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 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, in relation to Tranche A, the period commencing on the date of the Original Facility Agreement and, in relation to Tranche B and Tranche C, the period commencing on the date of this Agreement, and ending on:

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

​

"Bail-In Legislation" means:

"Base Rate" means one Euro for [*] Dollars.

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

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

"Business Day" means:

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

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

"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 two point fifty-three per cent. (2.53%) 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.

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

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

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

​

the aggregate of the Commitments of all the Lenders).a Tranche A Commitment, a Tranche B Commitment or a Tranche C Commitment.

"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 Secured Party becomes aware in its capacity as, or for the purpose of becoming, a Secured Party or which is received by a Secured Party in relation to, or for the purpose of becoming a Secured 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:

​

"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 the Original Facility Agreement or at any later time.

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

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

"Delivery Advance" means, subject to the provisions of Clause ‎8.4 (Refund) and paragraphs (e) and (f) of Clause 8.6 (Tranche B Premium), the Advance under a Tranche to be made available (as applicable) for drawing on the Delivery Date.

"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.

"Downgraded Refund Guarantor" means a Refund Guarantor who has become subject to a RG Downgrade Event.

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

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

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

​

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

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

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

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

"Environmental Incident" means:

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

​

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

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

"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.

"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 Default).

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

"Exporter Declaration" means a declaration to be issued for Advances under Tranche A and Tranche B in respect of which interest is payable at the Fixed Interest Rate, in the form required by SIMEST at the relevant time duly signed by an authorised signatory of the Builder.

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

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

"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 the Original Facility Agreement.

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

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

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

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

"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 (SACE Premium).

​

"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 instalments 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 each Drawdown Date as well as FOREX Contracts that are unwound as part of the hedging strategy of the Borrower:

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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 ‎(ii) of paragraph ‎(a) of Clause ‎6.9 (Cost of funds).

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

"General Assignment" means an assignment of any Management Agreement, the Earnings, the Insurances and any Requisition Compensation, executed or to be 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 Security Trustee in the agreed form.

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

"Group" means the Guarantor and its Subsidiaries.

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

"Guarantor" means NCL Corporation Ltd., a Bermuda company with its registered office at Park Place 55, Par-la-Ville Road, Hamilton 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.

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"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 [*] (the date on which the Ship will be ready for delivery pursuant to the Shipbuilding Contract as at the date of the Original Facility Agreement) or any other date notified by the Borrower to the Agent in accordance with paragraph ‎(a) of Clause 3.12‎3.13 (No later than sixty (60) days before the Intended Delivery Date) or paragraph ‎(b) of Clause 3.14‎3.15 (No later than five (5) Business Days before the Intended Delivery Date) as being the date on which the Builder and the Borrower have agreed that the Ship will be ready for delivery pursuant to the Shipbuilding Contract.

"Interest Make-Up Agreement" means an 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 ‎7 (Interest Periods).

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

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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.

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

"June 2021 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 June 2021 Amendment and Restatement Agreement.

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

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

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

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

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

"Majority Lenders" means:

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

"Margin" means:

"Maritime Registry" means the maritime registry which the Borrower will specify to the Lenders no later than 90 days before the Intended Delivery Date, being that of Bermuda, the Marshall Islands, Bahamas or such other registry as the Agent may, with the approval of the Italian Authorities and at least three Lenders representing as a minimum the Majority Lenders, approve.

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

"Material Provisions" means Article 1 (Subject of the Contract), Article 2 (Vessel's Classification – Rules and Regulations – Certificates), Article 8 (Delivery), Article 9 (Price), Article 13 (Speed – Liquidated Damages), Article 14 (Deadweight – Liquidated Damages), Article 17 (Fuel Oil Consumption – Liquidated Damages), Article 19 (Maximum Amount of Liquidated Damages), Article 20 (Termination of the Contract – Liquidated Damages to be paid by the Builder), Article 23 (Insurance), Article 25 (Guarantee – Liability), Article 26 (Permissible Delay), Article 29 (Assignment of the Contract), and Article 30 (Law of the Contract – Disputes) of the Shipbuilding Contract.

"Maximum Loan Amount" means the aggregate of:

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provided that such amount shall not, at any time, exceed eight hundred and sixty-eight million, one hundred and eight thousand, one hundred and eight Dollars and eleven Cents ($868,108,108.11).

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

"Model" means the principles of the compliance system adopted by CDP pursuant to Legislative Decree 231/01, available on CDP's website (http://www.cdp.it/static/upload/pri/ principles-of-the-compliance-system.pdf).

"Mortgage" means the first priority mortgage on the Ship acceptable for registration on the Approved Flag and, if applicable, deed of covenant, executed or to be executed by the Borrower in favour of the Security Trustee in the agreed form.

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

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

"Original Guarantee" means the guarantee issued by the Guarantor in favour of the Security Trustee on 12 April 2017.

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

"Original Maximum Loan Amount" means the aggregate of:

provided that such amount shall not, at any time, exceed eight hundred and sixty-eight million, one hundred and eight thousand, one hundred and eight Dollars and eleven Cents ($868,108,108.11).

"Original Principles" has the meaning given in Recital ‎(H)

"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.

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

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

"Party" means a party to this Agreement from time to time.

"Permitted Financial Indebtedness" means any Financial Indebtedness:

"Permitted Security Interests" means:

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"Pertinent Document" means:

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"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.

"Pre-delivery Contracts" means the Shipbuilding Contract and the Refund Guarantee.

"Pre-delivery Security" means:

"Principles" has the meaning given in Recital ‎(K).

"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.

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"Qualifying Certificate" means the certificate to be issued by the Builder on each Drawdown Date under Tranche A and under Tranche B and issued to the Agent and copied to the Borrower substantially in the form set out in ‎Schedule 5 (Qualifying Certificate).

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

"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.

"Refund Guarantee" means any irrevocable and unconditional guarantee issued or to be issued by a Refund Guarantor in favour of the Borrower under the Shipbuilding Contract in the form annexed to the Sixth Addendum or in any other form acceptable to the Joint Mandated Lead Arrangers and the SACE Agent.  

"Refund Guarantor" means a bank, insurance company or other financial institution acceptable to the Lenders and SACE which, at the time of issue by it of a Refund Guarantee, has a minimum credit rating of at least BBB- at Standard & Poor's (or, where the relevant Refund Guarantor is not rated by Standard & Poor's, the equivalent rating at Moody's or where the relevant Refund Guarantor is not rated by Standard & Poor's or Moody's, the equivalent rating at Fitch).

"Relevant Interbank Market" means the London interbank market.

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

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

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

"Replacement Benchmark" means a benchmark rate which is:

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Benchmark" will be the replacement under paragraph (Bii) 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".

"Restricted Country" means a country or territory that is the subject of any comprehensive Sanctions barring dealings with such country or territory.

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

"RG Downgrade Event" means an event which occurs when a Refund Guarantor ceases to maintain a credit rating of at least BBB- at Standard & Poor's (or, where the relevant Refund Guarantor is not rated by Standard & Poor's, the equivalent rating at Moody's or where the

​

relevant Refund Guarantor is not rated by Standard & Poor's or Moody's, the equivalent rating at Fitch).

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

"SACE Agent" means Crédit Agricole Corporate and Investment Bank, a French "société anonyme", having a share capital of seven billion eight hundred and fifty one million six hundred and thirty six thousand three hundred and forty two Euros (€7,851,636,342.00) and its registered office located at 12, Place des États-Unis, CS 70052, 92547 Montrouge Cedex, France, registered under the n° Siren 304 187 701 at the Registre du Commerce et des Sociétés of Nanterre or any successor of it appointed under Clause ‎26 (Role of the Agent and the Joint Mandated Lead Arrangers).

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

"SACE Premium" means the amount payable by the Borrower to SACE directly or through the Agent in two instalments, being the SACE Premium Instalments, in respect of the SACE Insurance Policy as set out in Clause 8‎8.1 (SACE Premium and Italian Authorities), in addition to the Additional SACE Premium (provided, for the avoidance of doubt, that the Additional SACE Premium shall not be financed).

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

"SACE Required Documents" means in relation to each Drawdown Notice under Tranche A and under Tranche B:

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

"Sanctions" means any 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):

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"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:

(b)

(i)

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

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

"Secured Liabilities" means all liabilities which the Borrower, the Obligors or any of them have, at the date of the 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 the Original Facility Agreement or any later time.

"Security Interest" means:

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

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"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 and twenty-five per cent (125%) of the Loan.

"Security Trustee" means Crédit Agricole Corporate and Investment Bank, a French "société anonyme", having a share capital of seven billion eight hundred and fifty one million six hundred and thirty six thousand three hundred and forty two Euros (€7,851,636,342.00) and its registered office located at 12, Place des États-Unis, CS 70052, 92547 Montrouge Cedex,

​

France, registered under the n° Siren 304 187 701 at the Registre du Commerce et des Sociétés of Nanterre or any successor of it appointed under Clause ‎27 (The 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 charter free market value of the Ship as most recently determined in accordance with Clause ‎13.4 (Valuation of the Ship); and (ii) the market value of any additional security for the time being actually provided to the Agent pursuant to Clause ‎15 (Security Value Maintenance).

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

"Shares Security Deed" means a Bermudian law document dated 12 April 2017, executed by the Shareholder in favour of the Security Trustee and creating security over the share capital in the Borrower in the agreed form.

"Shareholder" means NCL International Ltd., a Bermuda company with its registered office at Park Place 55, Par-la-Ville Road, Hamilton HM 11, Bermuda.

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

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

"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:

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

"Subsidiary" has the following meaning:

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

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

"Supplemental Pre-delivery Security" means a deed to be entered into pursuant to the June 2021 Amendment and Restatement Agreement between the Borrower and the Security Trustee, supplemental to the Pre-delivery Security, creating security over the Pre-delivery Contracts.

"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 Commitments" means the aggregate of the Total Tranche A Commitments, the Total Tranche B Commitments and the Total Tranche C Commitments.

"Total Loss" means:

"Total Loss Date" means:

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"Total Tranche A Commitments" means the aggregate of the Tranche A Commitments, being eight hundred and sixty-eight million, one hundred eight thousand, one hundred eight Dollars and eleven Cent ($868,108,108.11) as at the date of the Original Facility Agreement.

"Total Tranche B Commitments" means the aggregate of the Tranche B Commitments, being two hundred fifty-eight million, seven hundred forty-four thousand, four hundred forty-four Dollars and forty-four Cent ($258,744,444.44) as at the date of this Agreement.

"Total Tranche C Commitments" means the aggregate of the Tranche C Commitments, being nineteen million, six hundred twenty-four thousand, eleven Dollars and nine Cent ($19,624,011.09) as at the date of this Agreement.

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

"Tranche A" means the part of the Facility made or to be made available by the Tranche A Lenders to the Borrower to finance (i) up to the Eligible Amount, the Dollar Equivalent of six hundred and forty million Euros (€640,000,000.00), corresponding to all or part of eighty per cent. (80%) of the Final Contract Price, (ii) the First Instalment of the SACE Premium and (iii) the Second Instalment of the SACE Premium.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Upsize Allowance" means an allowance in relation to:

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

"Upsize Allowance Price" means the price for the Upsize Allowance, in an amount of two hundred and thirty-two million Euros (€232,000,000).

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"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 "Tranche A Lender", any "Tranche B Lender", any "Tranche C Lender", any "Obligor" or any other "person", shall be construed so as to include its successors in title, permitted assigns and permitted transferees.

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

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

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

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

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

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

"date of this Agreement" means  _____ February_________ 2021.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The undertakings and covenants given under paragraph ‎(d) of Clause ‎12.2 (Information), Clause ‎12.4 (Illicit Payments), Clause ‎12.5 (Prohibited Payments), Clause ‎12.25 (Compliance with laws etc.) or provisions contained in Clause ‎20.3 (Miscellaneous indemnities) or Clause ‎21.1 (Illegality and Sanctions) and the representations and warranties given under paragraphs ‎(u), ‎(v), ‎(y), ‎(z) and ‎(jj) of Clause ‎11.2 (Continuing representations and warranties) and paragraph ‎(j) of Clause ‎11.3 (Representations on the Delivery Date) respectively shall only be given, and be applicable to, a Lender incorporated in the Federal Republic of Germany insofar as the giving of and compliance with such undertakings and covenants and such representations and warranties do not result in a violation of or conflict with section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) (in conjunction with section 4 paragraph 1 a no.3 foreign trade law (AWG) (Außenwirtschaftsgesetz)), any provision of Council Regulation (EC) 2271/1996 or any similar applicable anti-boycott law or regulation.

In this Agreement:

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

The schedules form an integral part of this Agreement.

Subject to the other provisions of this Agreement,:

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which may be payable by the Borrower to SACE in accordance with paragraph ‎(a)‎(ii) of Clause ‎8.5 (Additional Premium).

Subject to the other provisions of this Agreement,:

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

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provided that the first Advance under Tranche B shall also be used to pay 100% of the Tranche B Premium, payable in accordance with paragraph (a) of Clause 8.6 (Tranche B Premium); and

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 an Advance under a Tranche when the following conditions have been fulfilled to the satisfaction of the Agent and provided no Event of Default shall have

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occurred and remains unremedied or is likely to occur as a consequence of the drawing of the Advance:

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

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