Exhibit 10.8

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

Dated 17 June 2021

O CLASS PLUS ONE, LLC

as Borrower

and

NCL CORPORATION LTD.

as Guarantor

and

OCEANIA CRUISES S. DE R.L.

as Shareholder

and

NORWEGIAN CRUISE LINE HOLDINGS LTD.

as the Holding

and

THE Banks and FINANCIAL INSTITUTIONS listed IN SCHEDULE 1

as Lenders

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

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

HSBC BANK PLC

KFW IPEX-BANK GMBH

CASSA DEPOSITI E PRESTITI S.P.A.

BANCO SANTANDER, S.A.

SOCIÉTÉ GÉNÉRALE

as Joint Mandated Lead Arrangers

and

BNP PARIBAS

as Facility Agent

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as SACE Agent

and

HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED

as Security Trustee

AMENDMENT AND RESTATEMENT AGREEMENT

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

Graphic


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


Index

ClausePage

1 Definitions and Interpretation2

2 Conditions Precedent3

3 Representations4

4 Amendment and Restatement of Facility Agreement and Other Finance Documents5

5 Further Assurance6

6 Costs, Expenses and Fees6

7 Notices6

8 Counterparts6

9 Signing Electronically6

10 Governing Law6

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 Form of Effective Date Certificate

Execution

Execution Pages8

Appendices

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

_Toc73430104


THIS AGREEMENT is made on 17 June 2021

Parties
(1)O CLASS PLUS ONE, LLC, a limited liability company formed in the state of Delaware, United States of America whose registered office is at c/o Corporate Creations Network Inc., 3411 Silverside Road, Tatnall Building 104, Wilmington, DE 19810 as borrower (the "Borrower")
(2)NCL CORPORATION LTD., an exempted company incorporated under the laws of Bermuda with its registered office at Park Place, 55 Par-la-Ville Road, Hamilton HM11, Bermuda (the "Guarantor")
(3)OCEANIA CRUISES S. DE R.L., a Panamanian sociedad de responsabilidad limitada domiciled in Panama whose resident agent is at Arifa Building, West Boulevard, Santa Maria Business District, Panama, Republic of Panama (the "Shareholder")
(4)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 HM11, Bermuda (the "Holding")
(5)THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Lenders) as lenders (the "Lenders")
(6)CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, BNP PARIBAS FORTIS S.A./N.V., HSBC BANK PLC, KFW IPEX-BANK GMBH, CASSA DEPOSITI E PRESTITI S.P.A., BANCO SANTANDER S.A. and SOCIÉTÉ GÉNÉRALE as joint mandated lead arrangers (the "Mandated Lead Arrangers")
(7)CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as SACE agent (the "SACE Agent")
(8)BNP PARIBAS, as facility agent (the "Facility Agent")
(9)HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED, as security trustee (the "Security Trustee")
Background
(A)By the Original Facility Agreement, the Lenders agreed to make available to the Borrower a facility of (originally) the Dollar Equivalent of up to €462,960,000 and the amount of the SACE Premium (but not exceeding $690,718,070.54) for the purpose of assisting the Borrower in financing (a) the payment or reimbursement under the Shipbuilding Contract of all or part of 80% of the Final Contract Price up to the Eligible Amount and (b) reimbursement to the Borrower of 100% of the First Instalment of the SACE Premium paid by it to SACE and payment to SACE of 100% of the Second Instalment of the SACE Premium (as defined therein).
(B)Due to the unprecedented and extraordinary impacts of the Covid-19 pandemic on the cruise sector and cruise operators the Original Facility Agreement was amended and restated pursuant to an amendment and restatement agreement dated 17 February 2021 (the "February 2021 Amendment and Restatement Agreement") pursuant to which the parties agreed to the temporary suspension of certain covenants under the Guarantee and addition of certain covenants under the Original Facility Agreement.
(C)The Parties have agreed to amend and restate the Facility Agreement as set out in this Agreement for the purposes of, inter alia, providing for an increase of the Facility for the


purpose of (i) financing an amount to be applied towards payments relating to the Upsize Allowance (as defined below), (ii) financing an amount to be applied towards the second instalment of the Additional SACE Premium and (iii) financing an amount to be applied towards the Tranche B Premium.
Operative Provisions
1.Definitions and Interpretation
1.1Definitions

In this Agreement:

"Addendum" means an addendum to the Shipbuilding Contract, entered into in order to include the option of a new allowance of sixty-six million Euros (€66,000,000) for Upsize Allowance in the Shipbuilding Contract.
"Amended and Restated Facility Agreement" means the Facility Agreement as amended and restated by this Agreement in the form set out in the Appendix.
"Effective Date" means the date on which the Facility 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).
"Facility Agreement" means the Original Facility Agreement, as amended and restated by the February 2021 Amendment and Restatement Agreement.
"June 2021 Fee Letters" means any letter between the Facility Agent and any Obligor which sets out the fees payable in connection with the arrangements contemplated by this Agreement.
"June 2021 Finance Documents" means this Agreement and each June 2021 Fee Letter.
"Obligors" means the Borrower, the Guarantor, the Holding and the Shareholder.
"Original Facility Agreement" means the facility agreement dated 19 December 2018 and made between, amongst others, (i) the Borrower, (ii) the Lenders, (iii) the Mandated Lead Arrangers, (iv) the Facility Agent and the SACE Agent and (v) the Security Trustee.
"Party" means a party to this Agreement.
"Total Tranche B Commitments" means the aggregate of the Tranche B Commitments (as set out in further detail in Part B of Schedule 1 (The Tranche B Lenders)), being eighty one million, one hundred and thirty two thousand and fifty one United States Dollars and twenty eight Cents ($81,132,051.28) as at the date of this Agreement.
"Total Tranche C Commitments" means the aggregate of the Tranche C Commitments (as set out in further detail in Part C of Schedule 1 (The Tranche C Lenders)), being nineteen million, eight thousand three hundred and twenty five United States Dollars and sixteen Cents ($19,008,325.16) as at the date of this Agreement.


"Tranche B Premium" means an additional premium to be paid by the Borrower to SACE through the SACE Agent regarding the financing of the Upsize Allowance and, with effect from the Effective Date, as further defined in paragraph (a) of clause 8.6 (Tranche B Premium) of the Amended and Restated Facility Agreement.

"Upsize Allowance" means an allowance in relation to:

(a)supplies such as loose furniture, spare parts, artworks and other services linked to the construction, decoration and operation of the Ship, pursuant to Article 9.2(ii)(a) of the Shipbuilding Contract (as amended by the Addendum); and
(b)the improvements to the Ship identified in the appendices and collateral arrangements to the Shipbuilding Contract and other changes agreed between the Borrower (as Owner under the Shipbuilding Contract (as amended by the Addendum)) and the Builder, pursuant to article 9.2(ii)(b) of the Shipbuilding Contract (as amended by the Addendum).
1.2Defined expressions

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.

1.3Application of construction and interpretation provisions of Facility 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.

1.4Designation as a Finance Document

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

1.5Third party rights
(a)Unless provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or enjoy the benefit of any term of this Agreement other than SACE and SIMEST, who may enforce or enjoy the benefit of and rely on the provisions of this Agreement and the Amended and Restated Facility Agreement subject to the provisions of the Third Parties Act.
(b)Notwithstanding any term of any Finance Document, the consent of any person who is not a Party (other than SACE and SIMEST) is not required to rescind or vary this Agreement at any time.
(c)For the avoidance of doubt and in accordance with clause 36.4 (Third party rights) of the Facility Agreement, nothing in this Clause 1.5 (Third party rights) shall limit or prejudice the exercise by SACE of its rights under this Agreement or the Finance Documents in the event that such rights are subrogated or assigned to it pursuant to the terms of the SACE Insurance Policy.
2.Conditions Precedent
2.1The Effective Date cannot occur unless:


(a)the Facility Agent has received (or on the instructions of all the Lenders, waived receipt of) all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent;
(b)save as disclosed in writing to the Facility Agent and SACE prior to the date of this Agreement, the representations and warranties contained in Clause 3 (Representations) are true and correct on, and as of, each such time as if each was made with respect to the facts and circumstances existing at such time;
(c)save as disclosed in writing to the Facility Agent and SACE prior to the date of this Agreement, no Event of Default, event or circumstance specified in clause 18 (Events of Default) of the Facility Agreement which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default, event resulting in mandatory prepayment of the Loan pursuant to clause 16.3 (Mandatory prepayment – Sale and Total Loss) and clause 16.4 (Mandatory prepayment – SACE Insurance Policy) of the Facility Agreement shall have occurred and be continuing or would result from the amendment and restatement of the Facility Agreement pursuant to this Agreement; and
(d)the Facility Agent is satisfied that the Effective Date can occur and has not provided any instructions to the contrary informing the Parties that the Effective Date cannot occur.
2.2Upon fulfilment or waiver of the conditions set out in Clause 2.1 above, the Facility Agent shall provide the Borrower, the Creditor Parties, SACE and SIMEST with a copy of the executed certificate in the form set out in Schedule 3 (Form of Effective Date Certificate) confirming that the Effective Date has occurred and such certificate shall be binding on all Parties.
2.3Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent provides the certificate described in Clause 2.2 above, the Creditor Parties authorise (but do not require) the Facility Agent to execute and provide such certificate. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such certificate.
3.Representations
3.1Facility Agreement representations

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.

3.2Finance Document representations

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.


4.Amendment and Restatement of Facility Agreement and Other Finance Documents
4.1Specific amendments to the Facility Agreement

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.

4.2Confirmation of Guarantee

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

(a)the Guarantee extends to the obligations of the Borrower under the Finance Documents as amended, restated and/or supplemented by this Agreement;
(b)the obligations of the relevant Obligors under the Finance Documents as amended, restated and/or supplemented by this Agreement are included in the Secured Liabilities (as defined in the Facility Agreement); and
(c)the Guarantee shall continue to be binding on each of the parties to it and have full force and effect in accordance with its original terms and the amendments to the Finance Documents as amended, restated and/or supplemented by this Agreement.
4.3Security Confirmation

On the Effective Date, each Obligor confirms that:

(a)any Security Interest created by it under the Finance Documents extends to the obligations of the relevant Obligors under the Finance Documents as amended, restated and/or supplemented by this Agreement;
(b)the obligations of the relevant Obligors under the Finance Documents as amended, restated and/or supplemented by this Agreement are included in the Secured Liabilities (as defined in the Finance Documents to which it is a party);
(c)the Security Interests created under the Finance Documents continue in full force and effect on the terms of the respective Finance Documents; and
(d)to the extent that this confirmation creates a new Security Interest, such Security Interest shall be on the terms of the Finance Documents in respect of which this confirmation is given.
4.4Finance Documents to remain in full force and effect

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

(a)in the case of the Facility Agreement as amended and restated pursuant to Clause 4.1 (Specific amendments to the Facility Agreement);
(b)the Facility Agreement and the applicable provisions of this Agreement will be read and construed as one document; and


(c)except to the extent expressly waived by the amendments effected by this Agreement, no waiver is given by this Agreement and the Lenders expressly reserve all their rights and remedies in respect of any breach of or other default under the Finance Documents.
5.Further Assurance

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.

6.Costs, Expenses and Fees
6.1Clause 10.11 (Transaction Costs) of the Facility Agreement, as amended and restated by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.
6.2The Borrower shall pay to each of (i) the Facility Agent for its own account and (ii) the Facility Agent (for the account of each Lender) such fees in the amount and at the times specified in the relevant June 2021 Fee Letters.
7.Notices

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.

8.Counterparts

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.

9.Signing Electronically

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.

10.Governing Law

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


11.Enforcement
11.1Jurisdiction
(a)The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute").
(b)The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.
11.2Service of process
(a)Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):
(i)irrevocably appoints Hannaford Turner LLP, currently of 107 Cheapside, London UK, EC2V 6DN as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and
(ii)agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.
(b)If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Obligors) must immediately (and in any event within 10 days of such event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another agent for this purpose.

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


O Class Plus One

Amendment and Restatement Agreement

Execution Pages

BORROWER

SIGNED by)/s/ Daniel S. Farkas

duly authorised)Daniel S. Farkas

for and on behalf of)

O CLASS PLUS ONE, LLC)

GUARANTOR

SIGNED by)/s/ Daniel S. Farkas

duly authorised)Daniel S. Farkas

for and on behalf of)

NCL CORPORATION LTD.)

SHAREHOLDER

SIGNED by)/s/ Daniel S. Farkas

for and on behalf of)Daniel S. Farkas

OCEANIA CRUISES S. DE R.L. )

as its duly appointed attorney-in-fact)

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

  )Jared G. Silberhorn

  )7665 Corporate Center Drive

  )Miami, FL 33126 USA

HOLDING

SIGNED by)/s/ Daniel S. Farkas

for and on behalf of)Daniel S. Farkas

NORWEGIAN CRUISE LINE)

HOLDINGS LTD.)

as its duly appointed attorney-in-fact)

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

  )Jared G. Silberhorn

  )7665 Corporate Center Drive

  )Miami, FL 33126 USA

LENDERS

SIGNED by)/s/ Cosmo Fisher

duly authorised )Cosmo Fisher

for and on behalf of)Attorney-in-Fact

CRÉDIT AGRICOLE CORPORATE)

AND INVESTMENT BANK)


O Class Plus One

Amendment and Restatement Agreement

SIGNED by)/s/ Bruno Cloquet

duly authorised )Bruno Cloquet

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

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

)/s/ Michel Froidebise

)Michel Froidebise

)Head of Export Finance Nordic Origination

SIGNED by)/s/ Varsha Sharan

duly authorised )Varsha Sharan

for and on behalf of)Director

HSBC BANK PLC)

SIGNED by)/s/ Maria Gazi

duly authorised )Maria Gazi

for and on behalf of)Attorney-in-Fact

KFW IPEX-BANK GMBH)

SIGNED by)/s/ Enrico Semprebene

duly authorised )Enrico Semprebene

for and on behalf of)

CASSA DEPOSITI E PRESTITI S.P.A.)

SIGNED by)/s/ Juana González Damen

duly authorised )Juana González Damen

for and on behalf of)

BANCO SANTANDER S.A.)

)/s/ Natalia San Miguel Aguado

) Natalia San Miguel Aguado

SIGNED by)/s/ Isabella Roberts

duly authorised )Isabella Roberts

for and on behalf of)Attorney-in-Fact

SOCIETE GENERALE)

MANDATED LEAD ARRANGERS

SIGNED by)/s/ Cosmo Fisher

duly authorised )Cosmo Fisher

for and on behalf of)Attorney-in-Fact

CRÉDIT AGRICOLE CORPORATE )

AND INVESTMENT BANK)


O Class Plus One

Amendment and Restatement Agreement

SIGNED by)/s/ Bruno Cloquet

duly authorised )Bruno Cloquet

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

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

)/s/ Michel Froidebise

)Michel Froidebise

)Head of Export Finance Nordic Origination

SIGNED by)/s/ Varsha Sharan

duly authorised )Varsha Sharan

for and on behalf of)Director

HSBC BANK PLC)

SIGNED by)/s/ Maria Gazi

duly authorised )Maria Gazi

for and on behalf of)Attorney-in-Fact

KFW IPEX-BANK GMBH)

SIGNED by)/s/ Enrico Semprebene

duly authorised )Enrico Semprebene

for and on behalf of)

CASSA DEPOSITI E PRESTITI S.P.A.)

SIGNED by)/s/ Juana González Damen

duly authorised )Juana González Damen

for and on behalf of)

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

)Natalia San Miguel Aguado

SIGNED by)/s/ Isabella Roberts

duly authorised )Isabella Roberts

for and on behalf of)Attorney-in-Fact

SOCIETE GENERALE)

FACILITY AGENT

SIGNED by)/s/ Philippe Laude

duly authorised )Philippe Laude

for and on behalf of)

BNP PARIBAS )/s/ Georges Curey

)Georges Curey

)Head of Structured Export Finance


O Class Plus One

Amendment and Restatement Agreement

SACE AGENT

SIGNED by)/s/ Cosmo Fisher

duly authorised )Cosmo Fisher

for and on behalf of)Attorney-in-Fact

CRÉDIT AGRICOLE CORPORATE )

AND INVESTMENT BANK)

SECURITY TRUSTEE

SIGNED by)/s/ Daisuke Takekawa

duly authorised )Daisuke Takekawa

for and on behalf of)Authorised Signatory

HSBC CORPORATE TRUSTEE)

COMPANY (UK) LIMITED)


Execution version

APPENDIX

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

Amendments are indicated as follows:

1additions are indicated by underlined text in blue; and
2deletions are shown by strike-through text in red.


Execution version

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

O CLASS PLUS one, LLC

as Borrower

and

THE BANKS AND FINANCIAL INSTITUTIONS
LISTED IN Schedule 1

as Lenders

and

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

as Joint Mandated Lead Arrangers

and

BNP PARIBAS

as Facility Agent

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as SACE Agent

and

HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED

as Security Trustee

with the support of

SACE S.P.A.

amended and restated facility AGREEMENT

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

Graphic


Index

ClausePage

1Interpretation3

2Facility3235

3Conditions Precedent3337

4Drawdown4145

5Repayment4349

6Interest4350

7Interest Periods4855

8SACE Premium and Italian Authorities4955

9Fees5260

10Taxes, Increased Costs, Costs and related Charges5361

11Representations and Warranties6069

12General Undertakings6675

13Ship Undertakings7786

14Insurance Undertakings8594

15Security Value Maintenance8897

16Cancellation, Prepayment and Mandatory Prepayment9099

17Interest on Late Payments93102

18Events of Default93102

19Application of Sums Received99108

20Indemnities99109

21Illegality, etc.102111

22Set-Off104113

23Bail-In104114

24Changes to the Lenders105114

25Changes to the Obligors111120

26Role of the Facility Agent, the Joint Mandated Lead Arrangers, the SACE Agent and the Reference Banks111121

27The Security Trustee119128

28Conduct of Business by the Creditor Parties131141

29Sharing among the Creditor Parties131141

30Payment Mechanics133142

31Variations and Waivers135144

32Notices136146

33Confidentiality139148

34Legal Independence and Unconditional Obligations of the Borrower143153

35SACE Subrogation and Reimbursement144153

36Supplemental146155

37Governing Law147157

38Enforcement148157

39Waiver of Immunity148158

40Effective Date149158

41Confidentiality of Funding Rates and Reference Bank Quotations149158

Schedules

Schedule 1 Lenders and Commitments152161

Part A The Tranche A LEnders161

Part B The Tranche B Lenders162


Part C The Tranche C Lenders163

Schedule 2 Form of Drawdown Notice153164

Schedule 3 Documents to be produced by the Builder to the Facility Agent on Delivery155167

Schedule 4 Form of Transfer Certificate156168

Schedule 5 Qualifying Certificate160172

Execution

Execution Pages162174


THIS AGREEMENT is originally made on 19 December 2018 (as amended and restated by an amendment and restatement agreement dated _____ February17 February 2021 and as further amended and restated by an amendment and restatement dated __________ 2021)

PARTIES

(1)

O CLASS PLUS ONE, LLC, a limited liability company formed in the state of Delaware, United States of America whose registered office is at c/o Corporate Creations Network Inc., 3411 Silverside Road, Tatnall Building 104, Wilmington, DE 19810 as borrower (the "Borrower")

(2)

THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (Lenders and Commitments) as lenders (the "Lenders")

(3)

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, BNP PARIBAS FORTIS S.A./N.V., KFW IPEX-BANK GMBH, HSBC BANK PLC, CASSA DEPOSITI E PRESTITI S.P.A., SOCIÉTÉ GÉNÉRALE and BANCO SANTANDER S.A. as joint mandated lead arrangers (the "Joint Mandated Lead Arrangers")

(4)

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as SACE agent (the "SACE Agent")

(5)

BNP PARIBAS, as facility agent (the "Facility Agent")

(6)

HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED, as security trustee (the "Security Trustee")

BACKGROUND

(A)

By a shipbuilding contract dated as of 31 October 2018 (as amended or supplemented from time to time, the "Original Shipbuilding Contract") entered into between (i) Fincantieri S.p.A., a company incorporated in Italy with registered office in Trieste, via Genova, 1, and having fiscal code 00397130584 (the "Builder") and (ii) the Borrower, the Builder agreed to design, construct and deliver, and the Borrower agreed to purchase, a 1,258 passenger cruise ship currently having hull number [*] as more particularly described in the Original Shipbuilding Contract to be delivered on or about [*] subject to any adjustments of such delivery date in accordance with the Original Shipbuilding Contract.

(B)

The total price payable by the Borrower to the Builder under the Original Shipbuilding Contract is five hundred and seventy eightseventy-eight million and seven hundred thousand Euros (€578,700,000) (the "Initial Contract Price"). The Initial Contract Price is payable on the following terms and:

(i)

as to [*], being [*], by an initial payment which is to be within 5 Business Days after the effective date of the Original Shipbuilding Contract in accordance with Article 10.1(A) of the Original Shipbuilding Contract ("First Shipbuilding Contract Instalment");

(ii)

as to [*], being [*], on the later of the date of commencement of steel cutting and the date falling 36 months prior to the Intended Delivery Date;

(iii)

as to [*], being [*], on the later of keel laying in dry-dock and the date falling 24 months prior to the Intended Delivery Date;

16


(iv)

as to [*], being [*], on the later of launching and the date falling 12 months prior to the Intended Delivery Date; and

(v)

as to [*], being [*], on delivery of the Ship on the Delivery Date,

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

(C)

The Initial Contract Price may be decreased at delivery of the Ship under Articles 13, 14, 16, 17, 19 and 20 of the Original Shipbuilding Contract (in aggregate the "Liquidated Damages") or by mutual agreement between the parties (the Initial Contract Price adjusted as aforesaid being the "Final Contract Price"). For the avoidance of doubt, under the Original Shipbuilding Contract the price of the Ship may be increased or decreased pursuant to Article 24 thereof but, for the purposes of this Agreement, the Final Contract Price will not include any increase in the price under Article 24.

(D)

By a facility agreement dated 19 December 2018 (the "Original Facility Agreement"), entered into between the Borrower, the Lenders, the Joint Mandated Lead Arrangers, the Facility Agent, the SACE Agent and the Security Trustee (as defined therein), the Lenders agreed to make available to the Borrower a Dollar loan facility for the purpose of assisting the Borrower in financing, subject to exchange rate fluctuations, up to eighty per cent. (80%) of the Final Contract Price (and subject to an aggregate amount no greater than the Eligible Amount) and one hundred per cent. (100%) of the SACE Premium.

(E)

Due to the unprecedented and extraordinary impacts of the Covid-19 pandemic on the cruise sector and cruise operators, SACE informed the cruise operators of its availability to evaluate 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").

(F)

On 21 January 2021 SACE confirmed its availability to evaluate an extension of the Temporary Measures (the "Extended Temporary Measures"), again subject to certain principles set out in a document titled "Debt Deferral Extension Framework for ECA-backed Export Financings" dated 26 November 2020 for cruise lines offered by SACE (together with the Original Principles, the "Principles").

(G)

Pursuant to the consent request letter dated 3 December 2020, the Borrower and the Guarantor notified the Facility Agent and the SACE Agent of the wish to benefit from the Temporary Measures and the Extended Temporary Measures in relation to certain loan agreements listed therein, including the Original Facility Agreement, and requested, amongst other things, the temporary suspension of certain covenants under the Original Guarantee and the addition of certain covenants under the Original Facility Agreement for a period until 31 December 2022 (the "Borrower Request").

(H)

On 25 January 2021, the Facility Agent (for and on behalf of the Lenders (as defined in the Original Facility Agreement)) provided its consent to part of the Borrower Request in accordance with and subject to certain conditions as set out in an amendment and restatement agreement to the Original Facility Agreement dated _____17 February 2021 between, amongst others, the Borrower, the Facility Agent and the SACE Agent (the "February 2021 Amendment and Restatement Agreement")(the Original Facility Agreement as amended

17


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

(I)

An addendum to the Original Shipbuilding Contract (the "Addendum") has been entered into in order to include the option of a new allowance of sixty-six million Euros (€66,000,000) for owner supplies and change orders in the Original Shipbuilding Contract (the Original Shipbuilding Contract as amended pursuant to the Addendum and as may be further amended from time to time, the "Shipbuilding Contract").

(J)

The Parties have agreed to amend and restate the Facility Agreement as set out in an amendment and restatement agreement dated _____ June 2021 and made between, amongst others, the Borrower, the Facility Agent, the SACE Agent and the Security Trustee in order to, inter alia, provide for an increase of the Facility for the purpose of (i) financing an amount to be applied towards payments relating to the Upsize Allowance (as defined below), (ii) financing an amount to be applied towards the second instalment of the Additional SACE Premium (as defined below) and (iii) financing an amount to be applied towards the Tranche B Premium (as defined below) (the "June 2021 Amendment and Restatement Agreement").

(IK)

This Agreement sets out the terms and conditions of the Original Facility Agreement as amended and restated by the June 2021 Amendment and Restatement Agreement.

OPERATIVE PROVISIONS

1  

Interpretation

1.1

Definitions

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

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

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

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

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

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

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

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

"Amended Maximum Loan Amount" means the aggregate of:

18


(a)

the Original Maximum Loan Amount, financed or to be financed pursuant to Tranche A, provided that such amount shall not, at any time, exceed the Total Tranche A Commitments;

(b)

(i)

the Dollar Equivalent of fifty two million, eight hundred thousand Euros  (€52,800,000), corresponding to the amount to be financed in relation to the Upsize Allowance, financed or to be financed pursuant to Tranche B;

(ii)

100% of the Tranche B Premium to be paid in accordance with paragraph (a) of Clause 8.6 (Tranche B Premium),

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

(c)

the second instalment of the Additional SACE Premium, calculated in accordance with paragraph (a)(ii) of Clause 8.5 (Additional Premium), financed or to be financed pursuant to Tranche C, provided that such amount shall not, at any time, exceed the Total Tranche C Commitments,

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

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

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

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

"Approved Manager" means any of the Borrower, NCL Corporation Ltd., NCL (Bahamas) Ltd., the Member as bareboat charterer or other member of the Group, or any company which is not a member of the Group which the Facility Agent may, with the authorisation of the Majority Lenders, approve from time to time as the manager of the Ship.

"Approved Manager's Undertaking" means, in the event that the Approved Manager is a company other than the Borrower or the Member as bareboat charterer, a letter of undertaking executed or to be executed by the Approved Manager in favour of the Facility Agent, which will include, without limitation, an agreement by the Approved Manager to subordinate its rights against the Ship and the Borrower to the rights of the Secured Parties under the Finance Documents, in the agreed form.

"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.

19


"Availability Period" means, in relation to Tranche A, the period commencing on the Effective Date and, in relation to Tranche B and Tranche C, the period commencing on the date of this Agreement, and ending on:

(a)

the earlier to occur of (i) the Delivery Date and (ii) 28 July 2023 (or such later date as the Facility Agent may, with the authorisation of the Lenders, agree with the Borrower); or

(b)

if earlier, the date on which the Total Commitments are fully borrowed, cancelled or terminated.

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

"Bail-In Legislation" means:

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b)

in relation to any state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

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

"Base Rate" means one Euro for as to [*] 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 New York, Milan, Frankfurt, Brussels, Madrid, Paris, Rome and London; and

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

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

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

"CIRR" means, in relation to the Loan, the applicable Commercial Interest Reference Rate determined in accordance with the OECD Arrangement on Guidelines for Officially Supported Export Credits, to be notified by SIMEST to the Facility Agent (through the SACE Agent) and expected to be three point thirty twothirty-two per cent. (3.32% p.a.) per annum.

20


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

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

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

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

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

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

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

(a)

any member of the Group or any of its advisers; or

(b)

another Creditor Party, if the information was obtained by that Creditor Party directly or indirectly from any member of the Group or any of its advisers,

21


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:

(a)

is or becomes public information other than as a direct or indirect result of any breach by that Creditor Party of Clause 33 (Confidentiality); or

(b)

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(c)

is known by that Creditor Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Creditor Party after that date, from a source which is, as far as that Creditor Party is aware, unconnected with the Group and which, in either case, as far as that Creditor Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; or

(d)

any Reference Bank Quotation.

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

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

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

(a)

the Base Rate; or

(b)

the FOREX Contracts Weighted Average Rate.

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

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

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

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

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

22


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

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

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

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

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

(a)

all freight, hire, fare and passage moneys, compensation payable to the Borrower, the Facility Agent or the Security Trustee (as the case may be) in the event of requisition of the Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship;

(b)

all moneys which are at any time payable under Insurances in respect of loss of earnings;

(c)

all moneys which are at any time payable to the Borrower in respect of the general average contribution; and

(d)

if and whenever the Ship is employed on terms whereby any moneys falling within paragraphs (a) or (b) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Ship.

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

"Effective Date" means the earlier of:

(a)

the Guarantor providing the Facility Agent with written notice stating that the Original Facility Agreement and the other Finance Documents signed on or about the date of the Original Facility Agreement have become effective; and

(b)

16.00 Central European time on 31 January 2019.

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

(a)

the Dollar Equivalent of five hundred and seventy eightseventy-eight million and seven hundred thousand Euros (€578,700,000); and

(b)

the Dollar Equivalent of the Final Contract Price.

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

23


"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:

(a)

any release, emission, spill or discharge into the Ship or into or upon the air, sea, land or soils (including the seabed) or surface water of Environmentally Sensitive Material within or from the Ship; or

(b)

any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water from a vessel other than the Ship and which involves a collision between the Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which the Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or the Ship and/or any Obligor and/or any operator or manager of the Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

(c)

any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water otherwise than from the Ship and in connection with which the Ship is actually or potentially liable to be arrested and/or where any Obligor and/or any operator or manager of the Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.

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

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

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

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

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

"Euro", "Euros" and "EUR" means the single currency of the Participating Member States.

24


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

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

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

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

"Facility Agent" means BNP Paribas, a French "société anonyme", having a share capital of two billion four hundred ninety-nine million five hundred ninety-seven thousand one hundred and twenty-two Euros (€2,499,597,122) and its registered office located at 16 Boulevard des Italiens, 75009, Paris, France, registered under the n° Siren 662.042.449 at the Registre du Commerce et des Sociétés of Paris or any successor of it appointed under Clause 26 (Role of the Facility Agent and the Joint Mandated Lead Arrangers, the SACE Agent and the Reference Banks).

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

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

"FATCA" means:

(a)

sections 1471 to 1474 of the Code or any associated regulations;

(b)

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

"FATCA Application Date" means:

(a)

in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b)

in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

25


(c)

in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,

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

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

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

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

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

(a)

the Facility Agent and the Borrower setting out the fees referred to in paragraph (a) of Clause 9 (Fees);

(b)

the Facility Agent and the Borrower setting out the fees referred to in paragraph (b) of Clause 9 (Fees);

(c)

the SACE Agent and the Borrower setting out the fees referred to in paragraph (d) of Clause 9 (Fees);

(d)

the Security Trustee and the Borrower setting out the fees referred to in paragraph (e) of Clause 9 (Fees); or

(e)

the Borrower and a Creditor Party setting out the fees payable to such Creditor Party pursuant to the terms of the Original Facility Agreement.

"Finance Documents" means:

(a)

the 2021 Deferral Fee Letters;

(ab)

the February 2021 Amendment and Restatement Agreement;

(c)

the June 2021 Amendment and Restatement Agreement;

(bd)

the June 2021 Deferral Fee Letters;

(ce)

this Agreement;

(df)

any Fee Letter;

(eg)

the Guarantee;

(fh)

the General Assignment;

(gi)

the Mortgage;

26


(hj)

the Pledge Agreement;

(ik)

the Post-Delivery Assignment;

(jl)

any Subordinated Debt Security;

(km)

the Approved Manager's Undertaking;

(ln)

any Transfer Certificate;

(mo)

any Compliance Certificate;

(np)

any Drawdown Notice;

(oq)

any other document (whether creating a Security Interest or not) which is executed as security for, or for the purpose of establishing any priority or subordination arrangement in relation to, the Secured Liabilities; and

(pr)

any other document (whether creating a Security Interest or not) which is designated as a Finance Document by agreement between the Borrower, SACE and the Facility Agent.

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

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

(a)

for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;

(b)

under any loan stock, bond, note or other security issued by the debtor;

(c)

under any acceptance credit, guarantee or letter of credit facility made available to the debtor;

(d)

under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;

(e)

under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount;

(f)

under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred to the other person; or

(g)

arising from receivables sold or discounted (other than receivables to the extent they are sold on a non-recourse basis).

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

27


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

(a)

the applicable Margin; and

(b)

the CIRR.

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

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

(a)

the applicable Margin; and

(b)

LIBOR for the relevant period.

"Floating Rate Margin" means one point forty fiveforty-five per cent. (1.45%).

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

(a)

matures not later than the Intended Delivery Date, provided that option arrangements may mature up to one month after such date if at the time they are entered into there exists a reasonable uncertainty as to the date on which the Ship will be delivered;

(b)

is entered into by the Borrower or the Guarantor or a combination of the foregoing not later than two (2) days before the Conversion Rate Fixing Date so that the Borrower, directly or through the Guarantor, purchases or may purchase Euro with Dollars at a pre-agreed rate; and

(c)

is notified to the Facility Agent within ten (10) days of its execution but in any event no later than the day preceding the Conversion Rate Fixing Date, with a Certified Copy of each such contract being delivered to the Facility Agent at such time.

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

(a)

FOREX Contracts that are spot or forward foreign exchange contracts, if any, shall be valued at the contract value (taking into account any rescheduling);

(b)

the difference between the Euro amount available under (a) above and the Euro amount balance payable to the Builder on the Delivery Date is assumed to be purchased at the official daily fixing rate of the Bloomberg Fx Fixings for the purchase of Euro with Dollars as displayed on World Markets Reuters (or such other pages as may replace that page on that service or a successor service) at or around 1 p.m. (London time) on the Conversion Rate Fixing Date;

28


(c)

any FOREX Contract which is an option or collar arrangement and is not unwound at the Conversion Rate Fixing Date will be marked to market and the resulting profit or loss shall reduce or increase the Dollar countervalue of the purchased Euro;

(d)

any FOREX Contract which is an option or collar arrangement and is sold or purchased back at the time FOREX Contract(s) are entered into for an identical Euro amount shall be accounted for the net premium cost or profit, as the case may be.

Any marked to market valuation, as required in paragraph (c) above, shall be performed by BNP Paribas's dedicated desk in accordance with market practices. The Borrower shall have the right to request indicative valuations from time to time prior to the Conversion Rate Fixing Date.

"Funding Rate" means any individual rate notified by a Lender to the Facility Agent pursuant to sub-paragraph (i) of paragraph (e) of Clause 6.9 (Cost of funds).

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

"General Assignment" means an assignment of, inter alia, any Management Agreement, the Earnings, the Insurances, any charter and any Requisition Compensation, executed or to be executed by the Borrower, the Member as charterer and, in the event that the Approved Manager is not a member of the Group and is named as a co-assured in the Insurances, the Approved Manager in favour of the Security Trustee in the agreed form.

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

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

"Group" means the Guarantor and its Subsidiaries.

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

"Guarantor" means NCL Corporation Ltd., a Bermuda company with its registered office at Park Place, 55 Par-la-Ville Road, Hamilton HM11, Bermuda.

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

29


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

"IAPPC" means a valid international air pollution prevention certificate for the Ship issued under Annex VI.

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

"Information Package" means the information package in connection with the "Debt Holiday" application in the form set out in schedule 4 (Information Package) of the February 2021 Amendment and Restatement Agreement, submitted by the Borrower (or the Guarantor on its behalf) in order to obtain the benefit of the measures provided for in the Principles for the purpose of this Agreement and certain of the Borrower's and the Guarantor's obligations under this Agreement.

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

"Insurances" means:

(a)

all policies and contracts of insurance, including entries of the Ship in any protection and indemnity or war risks association, which are effected in respect of the Ship, its Earnings or otherwise in relation to it; and

(b)

all rights and other assets relating to, or derived from any of such policies, contracts or entries, including any rights to a return of a premium.

"Intended Delivery Date" means [*] (the date on which the Ship will be ready for delivery pursuant to the Shipbuilding Contract as at the date of the Original Facility Agreement) or any other date notified by the Borrower to the Facility Agent in accordance with paragraph (a) of Clause 3.5 (No later than sixty (60) days before the Intended Delivery Date) or paragraph (c) of Clause 3.9 (No later than five (5) Business Days before the Intended Delivery Date) as being the date on which the Builder and the Borrower have agreed that the Ship will be ready for delivery pursuant to the Shipbuilding Contract.

"Interest Make-Up Agreement" means an agreement on interest stabilisation (Capitolato per il Contributo Interessi) to be entered into between SIMEST and the SACE Agent on behalf of the Lenders and in form and substance acceptable to the SACE Agent, the Facility Agent and the Lenders, which provides, inter alia, for the applicable CIRR to be subsidised in relation to the Loan made available under this Agreement and to which the CIRR applies.

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

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

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

30


(a)

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of the Loan or that part of the Loan; and

(b)

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan or that part of the Loan,

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.

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

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

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

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

(a)

the applicable Screen Rate as of the Specified Time for Dollars and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or

(b)

as otherwise determined pursuant to Clause 6.6 (Unavailability of Screen Rate).

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

"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:

31


(a)

before the Loanan Advance under any Tranche has been made, Lenders whose Commitments total [*] per cent. of the Total Commitments; and

(b)

after the Loanan Advance under any Tranche has been made, Lenders whose Contributions total [*] per cent. of the Loan.

"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:

(a)

in relation to the Fixed Interest Rate, the Fixed Rate Margin; and

(b)

in relation to the Floating Interest Rate, the Floating Rate Margin.

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

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

(a)

the business, operations, property, condition (financial or otherwise) of any Obligor or the Group as a whole;

(b)

the ability of any Obligor to perform its obligations under any Finance Document; or

(c)

the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Secured Party under any of the Finance Documents.

"Maximum Loan Amount" means the aggregate of:

(a)

the Dollar Equivalent of four hundred and sixty two million nine hundred and sixty thousand Euros (€462,960,000); and

(b)

one hundred per cent. (100%) of the SACE Premium to be paid in accordance with Clause 8.1 (SACE Premium),

provided that such amount shall not, at any time, exceed six hundred and ninety million seven hundred and eighteen thousand and seventy Dollars and fifty-four cents ($690,718,070.54).

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

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

32


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

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

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

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

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

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

"Original Maximum Loan Amount" means the aggregate of:

(a)

the Dollar Equivalent of four hundred and sixty-two million nine hundred and sixty thousand Euros (€462,960,000); and

(b)

one hundred per cent. (100%) of the SACE Premium to be paid in accordance with Clause 8.1 (SACE Premium),

provided that such amount shall not, at any time, exceed six hundred and ninety million seven hundred and eighteen thousand and seventy Dollars and fifty-four cents ($690,718,070.54).

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

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

(a)

on any date, the applicable day to day Screen Rate as of the Specified Time for Dollars; or

(b)

as otherwise determined pursuant to Clause 6.6 (Unavailability of Screen Rate),

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

"Parallel Debt" means any amount which an Obligor owes to the Security Trustee under Clause 27.2 (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:

(a)

incurred under the Finance Documents; or

33


(b)

permitted pursuant to Clause 12.14 (Financial Indebtedness and subordination of indebtedness).

"Permitted Security Interests" means:

(a)

in the case of the Borrower:

(i)

any of the Security Interests referred to in sub-paragraph (A) of sub-paragraph (ii) of paragraph (b) below; and

(ii)

any of the Security Interests referred to in sub-paragraphs (B), (C), (E), (H) and (I) of sub-paragraph (ii) of paragraph (b) below if, by reason of any chartering or management arrangements for the Ship approved by the Facility Agent pursuant to the provisions of this Agreement, such Security Interests are created by the Borrower in the case of paragraphs (C) or (E) of sub-paragraph (ii) of paragraph (b) or incurred by the Borrower in the case of sub-paragraphs (B), (H) or (I) of sub-paragraph (ii) of paragraph (b) below; and

(b)

in the case of the Guarantor:

(i)

any of the Security Interests referred to in paragraphs (A), (D), (F) and (G) of sub-paragraph (ii) of paragraph (b) below; and

(ii)

any of the Security Interests referred to in paragraphs (C), (E), (H) and (I) below if, by reason of any chartering or management arrangements for the Ship approved by the Facility Agent pursuant to the provisions of this Agreement, such Security Interests are created by the Guarantor in the case of paragraph (C) or (E) or incurred by the Guarantor in the case of paragraph (H) or (I);

(A)

any Security Interest created by or pursuant to the Finance Documents and any deposits or other Security Interests placed or incurred in connection with any bond or other surety from time to time provided to the US Federal Maritime Commission in order to comply with laws, regulations and rules applicable to the operators of passenger vessels operating to or from ports in the United States of America;

(B)

liens on the Ship up to an aggregate amount at any time not exceeding [*] for current crew's wages and salvage and liens incurred in the ordinary course of trading the Ship;

(C)

any deposits or pledges up to an aggregate amount at any time not exceeding [*] to secure the performance of bids, tenders, bonds or contracts required in the ordinary course of business;

(D)

any other Security Interest including in relation to the Existing Indebtedness over the assets of any Obligor other than the Borrower notified by the Borrower or any of the Obligors to the Facility Agent and accepted by it prior to the date of this Agreement;

(E)

(without prejudice to the provisions of Clause 12.14 (Financial Indebtedness and subordination of indebtedness)) liens on assets leased, acquired or upgraded after the date of the Original Facility

34


Agreement or assets newly constructed or converted after the date of the Original Facility Agreement provided that (i) such liens secure Financial Indebtedness otherwise permitted under this Agreement, (ii) such liens are incurred at the time of such lease, acquisition, upgrade, construction or conversion and (iii) the Financial Indebtedness secured by such liens does not exceed the cost of such upgrade or the cost of such assets acquired or leased;

(F)

other liens arising in the ordinary course of business of the Group unrelated to Financial Indebtedness and securing obligations not yet delinquent or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established provided that (i) the aggregate amount of all cash and the fair market value of all other property subject to such liens as are described in this paragraph (F) does not exceed [*] and (ii) such cash and/or other property is not an asset of the Borrower;

(G)

subject to the other provisions of this Agreement and the Guarantee, any Security Interest in respect of existing Financial Indebtedness of a person which becomes a Subsidiary of the Guarantor or is merged with or into the Guarantor or any of its subsidiaries;

(H)

liens in favour of credit card companies on unearned customer deposits pursuant to agreements therewith; and

(I)

liens in favour of customers on unearned customer deposits.

"Pertinent Document" means:

(a)

any Finance Document;

(b)

any policy or contract of insurance contemplated by or referred to in Clause 12 (General Undertakings) or any other provision of this Agreement or another Finance Document;

(c)

any other document contemplated by or referred to in any Finance Document; and

(d)

any document which has been or is at any time sent by or to the Facility Agent in contemplation of or in connection with any Finance Document or any policy, contract or document falling within paragraph (b) or (c).

"Pertinent Matter" means:

(a)

any transaction or matter contemplated by, arising out of, or in connection with a Pertinent Document; or

(b)

any statement relating to a Pertinent Document or to a transaction or matter falling within paragraph (a);

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.

35


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

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

"Post-Delivery Assignment" means an assignment of the rights of the Borrower in respect of the post-delivery guarantee liability of the Builder under Article 25 of the Shipbuilding Contract executed or to be executed by the Borrower in favour of the Security Trustee in the agreed form.

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

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

"Prohibited Payment" means:

(a)

any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would constitute bribery or an improper gift or payment under, or a breach of Sanctions, any laws of the Republic of Italy, England and Wales, Panama, the Council of the European Union, Germany, the United States of America or any other applicable jurisdiction; or

(b)

any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would or might constitute bribery within the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 17 December 1997.

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

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

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

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

36


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

"Reference Bank Quotation" means any quotation supplied to the Facility Agent by a Reference Bank.

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

(a)

if:

(i)

the Reference Bank is a contributor to the applicable Screen Rate; and

(ii)

it consists of a single figure,

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

(b)

in any other case, the rate at which the relevant Reference Bank could fund itself in the relevant currency for the relevant period with reference to the unsecured wholesale funding market.

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

"Relevant Interbank Market" means the London Interbank Market.

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

(a)

its jurisdiction of incorporation, or formation, as the case may be;

(b)

any jurisdiction where any asset subject to, or intended to be subject to, any of the Security Interests created, or intended to be created, under the Finance Documents to which it is a party is situated;

(c)

any jurisdiction where it conducts its business; and

(d)

the jurisdiction whose laws govern the perfection of any of the Security Interests created, or intended to be created, under the Finance Documents to which it is a party.

"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:

(a)

formally designated, nominated or recommended as the replacement for a Screen Rate by:

37


(i)

the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or

(ii)

any Relevant Nominating Body,

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;

(b)

in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or

(c)

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

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

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

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

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

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

"SACE Agent" means Crédit Agricole Corporate and Investment Bank, a French "société anonyme", having a share capital of seven billion eight hundred and fifty one million six hundred and thirty six thousand three hundred and forty two Euros (€7,851,636,342) and its registered office located at 12, place des Etats-Unis, CS 70052, 92547 Montrouge cedex, France, registered under the n° Siren 304 187 701 at the Registre du Commerce et des Sociétés of Nanterre or any successor of it appointed under Clause 26 (Role of the Facility Agent and the Joint Mandated Lead Arrangers, the SACE Agent and the Reference Banks).

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

"SACE Premium" means the amount payable by the Borrower to SACE directly or through the SACE Agent in two instalments, being the SACE Premium Instalments, in respect of the SACE Insurance Policy as set out in Clause 88.1 (SACE Premium and Italian Authorities), in addition

38


to the Additional SACE Premium (provided, for the avoidance of doubt, that the Additional SACE Premium shall not be financed).

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

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

(a)

a duly completed and executed Qualifying Certificate; and

(b)

each of the other documents, information and other evidence specified in or required to be enclosed with such Qualifying Certificate.

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

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

(a)

imposed by law or regulation of the United Kingdom, the Hong Kong Monetary Authority, the European Union or the Council of the European Union, the United Nations or its Security Council or imposed by any member state of the European Union or Switzerland;

(b)

imposed by the US, including the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC); or

(c)

otherwise imposed by any law or regulation.

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

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

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

"Screen Rate Replacement Event" means, in relation to a Screen Rate:

(a)

the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders and the Borrower materially changed;

(b)

(i)

(A)

the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent;

39


(B)

information is published in any order, decree, notice, petition or filing, however described or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,

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

(ii)

the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;

(iii)

the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or

(iv)

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

(v)

in the case of a Screen Rate for LIBOR, the supervisor of the administrator of that Screen Rate makes a public announcement or publishes information:

(A)

stating that that Screen Rate is no longer or, as of a specified future date will no longer be, representative of the underlying market or economic reality that it is intended to measure and that representativeness will not be restored (as determined by such supervisor); and

(B)

with awareness that any such announcement or publication will engage certain triggers for fallback provisions in contracts which may be activated by any such pre-cessation announcement or publication; or

(c)

the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i)

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Borrower) temporary; or

(ii)

that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than the Screen Rate Contingency Period; or

(d)

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

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

"Secured Liabilities" means all liabilities which the Borrower, the Obligors or any of them have, at the Effective Date or at any later time or times, under or in connection with any Finance

40


Document or any judgment relating to any Finance Document; and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country.

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

"Security Interest" means:

(a)

a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien, assignment, hypothecation or any other security interest of any kind or other agreement or arrangement having the effect of conferring security;

(b)

the security rights of a plaintiff under an action in rem; and

(c)

any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution.

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

(a)

all amounts which have become due for payment by the Borrower or any Obligor under the Finance Documents have been fully and irrevocably paid;

(b)

no amount is owing or has accrued (without yet having become due for payment) under any Finance Document;

(c)

neither the Borrower nor any other Obligor has any future or contingent liability under Clause 19 (Application of sums received) below or any other provision of this Agreement or another Finance Document; and

(d)

the Facility Agent does not consider that there is a significant risk that any payment or transaction under a Finance Document would be set aside, or would have to be reversed or adjusted, in any present or possible future bankruptcy of the Borrower or an Obligor or in any present or possible future proceeding relating to a Finance Document or any asset covered (or previously covered) by a Security Interest created by a Finance Document.

"Security Property" means:

(a)

the Security Interests expressed to be granted in favour of the Security Trustee as trustee for the Secured Parties and all proceeds received or recovered by or on behalf of the Security Trustee under or by virtue of any Security Interest including any money or other assets which are received or recovered by it as a result of the enforcement or exercise by it of such a Security Interest or right;

(b)

all obligations expressed to be undertaken by an Obligor to pay amounts in respect of the Secured Liabilities to the Security Trustee as trustee for the Secured Parties and

41


secured by the Security Interests together with all representations and warranties expressed to be given by an Obligor in favour of the Security Trustee as trustee for the Secured Parties;

(c)

the Security Trustee's interest in any turnover trust created under the Finance Documents;

(d)

any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Trustee is required by the terms of the Finance Documents to hold as trustee on trust for the Secured Parties,

except:

(i)

rights intended for the sole benefit of the Security Trustee; and

(ii)

any moneys or other assets which the Security Trustee has transferred to the Facility Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement.

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

"Security Trustee" means HSBC Corporate Trustee Company (UK) Limited, a company incorporated in England and Wales (with registered number 6447555) whose registered office is located at 8 Canada Square, London, E14 5HQ or any successor of it appointed under Clause 27 (The Security Trustee).

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

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

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

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

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

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

42


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

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

(a)

if LIBOR is fixed, the Quotation Day as of 11:00 am Brussels time; and

(b)

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

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

"Subordinated Debt Security" has the meaning given in sub-paragraph (ii) of paragraph (b)(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:

(a)

a majority of the issued equity interests in S (or a majority of the issued equity interests in S which carry unlimited rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; or

(b)

P has direct or indirect control over a majority of the voting rights attaching to the issued equity interests of S; or

(c)

P has the direct or indirect power to appoint or remove a majority of the directors (or equivalent) of S; or

(d)

P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in accordance with the wishes of P;

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

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

"Total Loss" means:

(a)

actual, constructive, compromised, agreed or arranged total loss of the Ship;

43


(b)

any expropriation, confiscation, requisition or acquisition of the Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority, (excluding a requisition for hire for a fixed period not exceeding 1 year without any right to an extension) unless it is within 1 month redelivered to the Borrower's full control;

(c)

any arrest, capture, seizure or detention of the Ship (including any hijacking or theft) unless it is within 1 month redelivered to the Borrower's full control.

"Total Loss Date" means:

(a)

in the case of an actual loss of the Ship, the date on which it occurred or, if that is unknown, the date when the Ship was last heard of;

(b)

in the case of a constructive, compromised, agreed or arranged total loss of the Ship, the earliest of:

(i)

the date on which a notice of abandonment is given to the insurers (or deemed or agreed to be given); and

(ii)

the date of any compromise, arrangement or agreement made by or on behalf of the Borrower with the Ship's insurers in which the insurers agree to treat the Ship as a total loss; and

(c)

in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Facility Agent acting reasonably and in consultation with the Borrower that the event constituting the total loss occurred.

"Total Tranche A Commitments" means the aggregate of the Tranche A Commitments, being six hundred and ninety million seven hundred and eighteen thousand and seventy Dollars and fifty-four cents ($690,718,070.54) as at the date of this Agreement.

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

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

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

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

"Tranche A Commitments" means, in relation to a Tranche A Lender, the amount set opposite its name under the heading "Tranche A Lenders" in Part A of Schedule 1 (Lenders and Commitments) and the amount of any other Tranche A Commitment transferred to it under

44


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:

(i)

up to the Upsize Allowance Eligible Amount, the Dollar Equivalent of fifty two million eight hundred thousand Euros (€52,800,000), corresponding to all or part of eighty per cent. (80%) of the Upsize Allowance Price; and

(ii)

100% of the Tranche B Premium to be paid in accordance with Clause 8.6 (Tranche B Premium).

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

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

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

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

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

45


institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

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

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

"Upsize Allowance" means an allowance in relation to:

(a)

supplies such as loose furniture, spare parts, artworks and other services linked to the construction, decoration and operation of the Ship, pursuant to Article 9.2(ii)(a) of the Shipbuilding Contract; and

(b)

the improvements to the Ship identified in the appendices and collateral arrangements to the Shipbuilding Contract and other changes agreed between the Borrower (as Owner under the Shipbuilding Contract) and the Builder, pursuant to article 9.2(ii)(b) of the Shipbuilding Contract.

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

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

"US" means the United States of America.

"VAT" means:

(a)

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b)

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

"Write-down and Conversion Powers" means:

(a)

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(b)

in relation to any other applicable Bail-In Legislation:

(i)

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect

46


as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that Bail-In Legislation; and

(c)

in relation to any UK Bail-In Legislation:

(i)

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

(ii)

any similar or analogous powers under that UK Bail-In Legislation.

1.2

Construction of certain terms

In this Agreement:

"Facility Agent", the "SACE Agent", the "Joint Mandated Lead Arranger", the "Security Trustee", "SACE", any "Creditor Party", any "Secured Party", any "Lender", any "Tranche A Lender", any "Tranche B Lender", any "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.

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

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

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

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

47


"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".

"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.

1.3

Construction of Insurance Terms

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

"excess risks" means the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Ship in consequence

48


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).

1.4

Meaning of "month"

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:

(a)

on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically corresponding day; or

(b)

on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day;

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

1.5

General Interpretation

In this Agreement:

(a)

references in Clause 1.1 (Definitions) to a Finance Document or any other document being an "agreed form" are to the form agreed between the Facility Agent (acting with the authorisation of each of the Creditor Parties and SACE) and the Borrower with any modifications to that form which the Facility Agent (with the authorisation of the Majority Lenders and SACE in the case of substantial modifications) approves or reasonably requires;

(b)

references to, or to a provision of, a Finance Document or any other document are references to it as amended, amended and restated or supplemented, whether before the date of this Agreement or otherwise;

49


(c)

references to Sanctions, for the purposes of Clause 11 (Representations and Warranties), Clause 12 (General Undertakings), Clause 20 (Indemnities), Clause 21 (Illegality, etc.) and the Finance Documents shall mean "Sanctions" as defined in Clause 1.1 (Definitions), by which any Obligor, any Creditor Party or any party involved in the transactions contemplated in the Finance Documents 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 or any Creditor Party;

(d)

references to, or to a provision of, any law or regulation include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise;

(e)

any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term;

(f)

words denoting the singular number shall include the plural and vice versa; and

(g)

Clauses 1.1 (Definitions) to 1.5 (General Interpretation) apply unless the contrary intention appears.

1.6

Headings

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.

1.7

Schedules

The schedules form an integral part of this Agreement.

2  

Facility

2.1

Amount of facility

Subject to the other provisions of this Agreement,:

(a)

the Tranche A Lenders agree to make available to the Borrower a loan in relation to Tranche A in one (1) Advance not exceeding the Maximum Loan Amount, in aggregate, the Total Tranche A Commitments intended to be applied as follows:

(ai)

in payment to the Builder, up to the Eligible Amount, of all or part of eighty per cent. (80%) of the Final Contract Price;

(bii)

in reimbursement to the Borrower of the amount of the First Instalment of the SACE Premium paid by it to SACE in accordance with paragraph (a) of Clause 8.1 (SACE Premium); and

(ciii)

in payment to SACE of the amount of the Second Instalment of the SACE Premium payable by the Borrower to SACE in accordance with paragraph (b) of Clause 8.1 (SACE Premium).

50


(b)

the Tranche B Lenders agree to make available to the Borrower a loan in relation to Tranche B in one (1) Advance not exceeding, in aggregate, the Total Tranche B Commitments intended to be applied as follows:

(i)

in reimbursement to the Borrower or in payment to the Builder, up to the Upsize Allowance Eligible Amount, of all or part of eighty per cent. (80%) of the Upsize Allowance Price; and

(ii)

in reimbursement to the Borrower and in payment to SACE, as applicable, of the amount of the Tranche B Premium payable by the Borrower to SACE in accordance with paragraph (a) of Clause 8.6 (Tranche B Premium); and

(c)

the Tranche C Lenders agree to make available to the Borrower a loan in relation to Tranche C in one (1) Advance not exceeding the Total Tranche C Commitments intended to be applied in payment to SACE of the amount of the second instalment of the Additional SACE Premium which may be payable by the Borrower to SACE in accordance with paragraph (b) to (d) of Clause 8.5 (Additional Premium).

2.2

Lenders' participations in Loan

Subject to the other provisions of this Agreement, each Lender shall participate in the Loan:

(a)

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

(b)

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

(c)

each Tranche C Lender shall participate in an Advance under Tranche C in the proportion which, as at the Drawdown Date, its Tranche C Commitment bears to the Total Tranche C Commitments.

2.3

Purpose of Loan

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

(a)

an Advance under Tranche A only to pay for:

(ai)

goods and services of Italian origin incorporated in the design, construction or delivery of the Ship;

(bii)

subject to the limits and conditions fixed by the Italian Authorities, goods and services incorporated in the design, construction or delivery of the Ship and originating from countries other than Italy where the provision of such goods or services has been sub-contracted by the Builder and therefore remains the Builder's responsibility under the Shipbuilding Contract;

(ciii)

all or part of eighty per cent. (80%) of the Final Contract Price;

51


(div)

reimbursement to the Borrower of the First Instalment of the SACE Premium paid by the Borrower direct to SACE in accordance with paragraph (a) of Clause 8.1 (SACE Premium); and

(ev)

the Second Instalment of the SACE Premium payable in accordance with paragraph (b) of Clause 8.1 (SACE Premium).;

(b)

an Advance under Tranche B only to pay:

(i)

for goods and services in relation to the Upsize Allowance;

(ii)

subject to the limits and conditions fixed by the Italian Authorities, goods and services incorporated in the design, construction or delivery of the Ship and originating from countries other than Italy where the provision of such goods or services has been sub-contracted by the Builder and therefore remains the Builder's responsibility under the Shipbuilding Contract;

(iii)

all or part of eighty per cent. (80%) of the Upsize Allowance Price; and

(iv)

100% of the Tranche B Premium, payable in accordance with the provisions of paragraph (a) of Clause 8.6 (Tranche B Premium); and

(c)

an Advance under Tranche C only to pay for the second instalment of the Additional SACE Premium which may be payable in accordance with paragpraph (a)(ii) of Clause 8.5 (Additional Premium).

2.4

Creditor Parties' rights and obligations

(a)

The obligations of each Creditor Party under the Finance Documents are several. Failure by a Creditor Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Creditor Party is responsible for the obligations of any other Creditor Party under the Finance Documents.

(b)

The rights of each Creditor Party and SACE under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Creditor Party and SACE from an Obligor shall be a separate and independent debt.

(c)

A Creditor Party and SACE may not, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

(d)

Notwithstanding any other provision of the Finance Documents and subject to the prior written consent of SACE, a Creditor Party may separately sue for any Unpaid Sum due to it without the consent of any other Creditor Party or joining any other Creditor Party to the relevant proceedings (it being understood that a Creditor Party may file a claim noting the amounts due to it in the event insolvency proceedings are commenced against the Borrower by a third party).

2.5

Monitoring

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

52


2.6

Obligations of Lenders several

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:

(a)

the obligations of the other Lenders being increased; nor

(b)

any Obligor or any other Lender being discharged (in whole or in part) from its obligations under any Finance Document,

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.

3  

Conditions Precedent

3.1

General

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

3.2

No later than the Effective Date

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

(a)

an opinion from legal counsel to the Secured Parties as to the laws of the state of Delaware in form and substance satisfactory to the Facility Agent and the Secured Parties in respect of the Borrower's execution of any Finance Documents to which they are party on the Effective Date;

(b)

an opinion from legal counsel to the Secured Parties as to English law in form and substance satisfactory to the Facility Agent and the Secured Parties in respect of the validity and enforceability of the Original Facility Agreement and the Original Guarantee;

(c)

an opinion from legal counsel to the Secured Parties as to Bermuda law in form and substance satisfactory to the Facility Agent and the Secured Parties in respect of the Guarantor's execution of the Original Guarantee;

(d)

an opinion from legal counsel to the Secured Parties as to the laws of the state of New York in form and substance satisfactory to the Facility Agent and the Secured Parties in respect of the validity and enforceability of the Pledge Agreement;

(e)

an opinion from legal counsel to the Secured Parties as to Panamanian law in form and substance satisfactory to the Facility Agent and the Secured Parties in respect of the Member's execution of the Pledge Agreement;

(f)

a Certified Copy of the executed Shipbuilding Contract;

(g)

such documentary evidence as the Facility Agent and its legal advisers may require in relation to the due authorisation and execution by the Borrower and the Builder of the Shipbuilding Contract and of all documents to be executed by the Borrower and the Builder;

53


(h)

a confirmation from Hannaford Turner LLP of, 9 Cloak Lanecurrently of 107 Cheapside, London UK, EC4R, United Kingdom2V 6DN that it will act for the Borrower and the Guarantor as agent for service of process in England in respect of the Original Facility Agreement and any other Finance Document;

(i)

duly executed originals of the Original Guarantee and the Pledge Agreement and of each document to be submitted pursuant to it;

(j)

such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender or SACE) or any Lender or SACE (for itself) in order for the Facility Agent and such Lender or SACE to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents;

(k)

payment of the initial portion of the Structuring Fee as set out in and payable in accordance with the relevant Fee Letter; and

(l)

payment of the initial portion of the Facility Agent Fee (as defined in the relevant Fee Letter), the initial portion of the SACE Agency Fee (as defined in the relevant Fee Letter), the initial portion of Security Trustee Fee (as defined in the relevant Fee Letter) and any other such fees which may be payable by the Borrower to a Creditor Party, payable in accordance with terms of the relevant Fee Letter.

3.3

No later than two (2) years before the Intended Delivery Date

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

3.4

No later than ninety (90) days before the Intended Delivery Date

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

(a)

notification from the Borrower of its chosen Maritime Registry;

(b)

notification of the Approved Manager;

(c)

the SACE Insurance Policy documentation relating to the transaction contemplated by this Agreement issued on terms whereby the SACE Insurance Policy will enter into full force and effect upon fulfilment of the conditions specified therein to be fulfilled on or before the Drawdown Date;

(d)

evidence that the First Instalment has been paid;

(e)

an original of the Interest Make-up Agreement relative to the Loan and in full force and effect;

(f)

an original of the SACE Insurance Policy; and

(g)

an opinion from legal counsel to the Creditor Parties as to Italian law in form and substance satisfactory to the Facility Agent and the Secured Parties in respect of SACE's issuance of the SACE Insurance Policy and compliance with the principles governing the eligibility of credit risk

54


mitigation techniques as per Article 194, paragraph 1, of the Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013.

3.5

No later than sixty (60) days before the Intended Delivery Date

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

(a)

notification of the Intended Delivery Date;

(b)

a notice from the Borrower as described in paragraph (a) of Clause 8.4 (Refund) and in paragraph (f) of Clause 8.6 (Tranche B Premium); and

(c)

a U.S. tax opinion from legal counsel to the Secured Parties in respect of the tax treatment of the entry by the U.S. incorporated Borrower into this Agreement and the other Finance Documents substantially in the form notified to the Borrower on or around the Effective Date and updated to reflect any changes in law.

3.6

No later than forty-five (45) days before the Intended Delivery Date

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

3.7

No later than [*] days before the Intended Delivery Date

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

3.8

No later than fifteen (15) Business Days before the Intended Delivery Date

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

3.9

No later than five (5) Business Days before the Intended Delivery Date

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

(a)

the Drawdown Notice from the Borrower in relation to each Tranche, signed by a duly authorised signatory of the Borrower, specifying the amount of the Loan to be drawn down;

(b)

a Certified Copy of any amendments to the Shipbuilding Contract which are not Minor Modifications and of the power of attorney pursuant to which the authorised signatory of the Borrower signed theeach Drawdown Notice and a specimen of his signature; and

55


(c)

a final confirmation of the Intended Delivery Date signed by a duly authorised signatory of the Borrower, and counter-signed by a duly authorised signatory of the Builder.

3.10

No later than the Delivery Date

(a)

In respect of the Advance to be made available by the Tranche A Lenders, the Facility Agent shall have received no later than the Delivery Date:

(ai)

if applicable, a duly executed original of the Subordinated Debt Security;

(bii)

any opinions from legal counsel to the Secured Parties relating to the due execution, validity and enforceability of the Subordinated Debt Security, in form and substance satisfactory to the Facility Agent and the Secured Parties;

(ciii)

evidence of payment to and receipt by the Builder of:

(iA)

the four (4) pre-delivery instalments of the Final Contract Price; and

(iiB)

any other part of the Final Contract Price as at the Delivery Date not being financed hereunder;

(div)

payment of the relevant portion of the Facility Agent Fee (as defined in the relevant Fee Letter), the relevant portion of the SACE Agency Fee (as defined in the relevant Fee Letter), the relevant portion of Security Trustee Fee (as defined in the relevant Fee Letter) and any other such fees which may be payable by the Borrower to a Creditor Party, payable in accordance with terms of the relevant Fee Letter;

(ev)

evidence of payment of all amounts which are due and payable hereunder by the Borrower on or prior to the Delivery Date;

(fvi)

a certificate from the Borrower, signed by an authorised representative of the Borrower, confirming that:

(iA)

the representations and warranties contained in Clause 11 (Representations and Warranties) are true and correct as of the Delivery Date in consideration of the facts and circumstances existing as of the Delivery Date; and

(iiB)

no mandatory prepayment event pursuant to Clause 16 (Cancellation, Prepayment and Mandatory Prepayment) is continuing or would result from the Loan;

(gvii)

an original or a certified copy of each of the SACE Required Documents and the Facility Agent and the SACE Agent shall be satisfied that the SACE Required Documents on their face appear properly completed and comply with the requirements of this Agreement and the requirements of the SACE Insurance Policy; and

(b)

In respect of the Advance to be made available by the Tranche B Lenders, the Facility Agent shall have received no later than the Delivery Date the documents, evidence or confirmations, as relevant, set out in paragraphs (a)(i), (a)(ii), (a)(v) and (a)(vi) of this Clause 3.10 (No later than the Delivery Date), as well as:

(i)

a copy of the Addendum and any other relevant addendum to the Shipbuilding Contract; and

56


(ii)

save for the case where the Builder shall have received from the Borrower an amount equal to one hundred per cent (100%) of the Upsize Allowance Price and the Facility Agent shall have received a certified true copy bank statement evidencing receipt by the Builder of such full amount and of which all or part of 80% shall be reimbursed to the Borrower pursuant to such Advance, confirmation in writing from the Builder that it has received from the Borrower an amount equal to at least twenty per cent. (20%) of the Upsize Allowance Price; and

(c)

In respect of the Advance to be made available by the Tranche C Lenders, the Facility Agent shall have received no later than the Delivery Date the documents, evidence or confirmations, as relevant, set out in paragraphs (a)(i), (a)(ii), (a)(v) and (a)(vi) of this Clause 3.10 (No later than the Delivery Date),

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

3.11

At Delivery

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

(a)

evidence that immediately following delivery:

(i)

the Ship will be registered in the name of the Borrower in the Maritime Registry;

(ii)

title to the Ship will be held by the Borrower free of all Security Interests other than any maritime lien in respect of crew's wages and trade debts arising out of equipment, consumable and other stores placed on board the Ship prior to or concurrently with delivery, none of which is overdue;

(iii)

the Mortgage will be duly registered in the Maritime Registry and constitutes a first priority security interest over the Ship and that all taxes and fees payable to the Maritime Registry in respect of the Ship have been paid in full; and

(iv)

the opinions mentioned in paragraphs (b), (c) and (d) of Clause 3.12 (Immediately following Delivery), in draft form immediately prior to the delivery of the Ship, and the documents mentioned in paragraph (e) of Clause 3.12 (Immediately following Delivery) will be issued to and received by the Facility Agent;

(b)

a Certified Copy of a classification certificate (or interim classification certificate) showing the Ship to be classed in accordance with paragraph (c) of Clause 11.3 (Representations on the Delivery Date).

(c)

duly executed originals of the General Assignment, any Approved Manager's Undertaking and the Post-Delivery Assignment together with relevant notices of assignment and the acknowledgement of the notice of assignment to be issued pursuant to the General Assignment and the Post-Delivery Assignment;

57


(d)

a Certified Copy of any executed Management Agreement, any bareboat charter and any related security pursuant to paragraph (b) of Clause 13.1 (Pooling of earnings and charters) (if applicable) and any time charterparty in respect of the Ship;

(e)

a Certified Copy of any current certificate of financial responsibility in respect of the Ship issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Ship in respect of its management by the Approved Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Approved Manager in respect of ships of the same type as the Ship pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Ship in accordance with the ISPS Code and a valid IAPPC issued to the Ship in accordance with Annex VI and, if entered into, any carrier initiative agreement with the United States' Customs and Border Protection under the Customs-Trade Partnership Against Terrorism (C-TPAT) programme along with any other documents required under the ISM Code and the ISPS Code;

(f)

a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.11 (At Delivery) and to which the Borrower is a party and a specimen of his or their signature(s); and

(g)

a confirmation from Hannaford Turner LLP of 9 Cloak Lanecurrently of 107 Cheapside, London UK, EC4R, United Kingdom2V 6DN(or any replacement process agent satisfactory to the Facility Agent acting reasonably) that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment and the Post-Delivery Assignment.

3.12

Immediately following Delivery

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

(a)

a duly executed original of the Mortgage;

(b)

an opinion from legal counsel acceptable to the Secured Parties as to the law of the Maritime Registry in form and substance satisfactory to the Facility Agent and the Secured Parties confirming:

(i)

the valid registration of the Ship in the Maritime Registry; and

(ii)

the Mortgage over the Ship is a first priority security and has been validly registered in the Maritime Registry;

(c)

an opinion from legal counsel to the Secured Parties as to English law in form and substance satisfactory to the Facility Agent and the Secured Parties in respect of the validity and enforceability of the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, the Post-Delivery Assignment and any other relevant security document entered into at delivery;

(d)

an opinion from legal counsel acceptable to the Secured Parties as to the laws of the state of Delaware in form and substance satisfactory to the Facility Agent and the Secured Parties together with the company documentation of the Borrower and a certificate of a competent officer or manager of the Borrower containing specimen signatures of the persons authorised to sign the documents on behalf of the Borrower, confirming that, without limitation:

58


(i)

the Mortgage, the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, the Post-Delivery Assignment and the bareboat charter (if applicable) fall within the scope of the Borrower's company purpose as defined by its Memorandum of Association and By-laws and are binding on it; and

(ii)

the Borrower's representatives are fully empowered to sign the Protocol of Delivery and Acceptance, the Mortgage, the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, the Post-Delivery Assignment and the bareboat charter (if applicable) and any related security pursuant to paragraph (b) of Clause 13.1 (Pooling of earnings and charters); and

(e)

an opinion from legal counsel to acceptable to the Secured Parties as to Panamanian law in form and substance satisfactory to the Facility Agent and the Secured Parties together with the corporate documentation of the Member as bareboat charterer and a certificate of a competent officer of the Shareholder containing specimen signatures of the persons authorised to sign the documents on behalf of the Member, confirming that, without limitation:

(i)

the General Assignment falls within the scope of the Member's corporate purpose as defined by its Articles of Incorporation and By-laws; and

(ii)

the representative of the Member is fully empowered to sign the General Assignment;

(f)

the documents listed in Schedule 3 (Documents to be produced by the Builder to the Facility Agent on Delivery).

3.13

Notification of satisfaction of conditions precedent

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

3.14

Waiver of conditions precedent

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

3.15

Changes to SACE's or SIMEST's requirements

(a)

If SACE or SIMEST notifies the SACE Agent in writing of a change of the SACE Insurance Policy or the Interest Make-up Agreement (as applicable), or gives instructions to the SACE Agent with the effect that, in the opinion of the SACE Agent, this Agreement or certain documents which the Borrower is or may be required to provide for the purpose of drawing the Loan under this Agreement shall be amended to comply with such change or instructions, then the SACE Agent shall promptly notify the Borrower of such a change in SACE's or SIMEST's requirements (as applicable) and of the relevant amendments to be made to this Agreement or any such documents as the SACE Agent considers appropriate.

59


(b)

If the SACE Agent notifies the Borrower of any proposed changes to this Agreement under paragraph (a) above, and provided that:

(i)

all the Lenders and the Borrower agree with such changes; and

(ii)

the Borrower indemnifies and holds harmless the SACE Agent, the Facility Agent and the Lenders for any reasonable costs that it may incur arising from or in connection with any such amendments (including legal fees),

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

(c)

If, in the opinion of the Lenders, there are any provisions of this Agreement that contradict or conflict with any provision of the SACE Insurance Policy or the Interest Make-up Agreement (as applicable), such that compliance by any Creditor Party with the terms of the SACE Insurance Policy or the Interest Make-up Agreement (as applicable) may result in a breach by such Creditor Party of the any of the terms of this Agreement or to an extent that the same may have the effect of rendering all or any part of the SACE Insurance Policy or the Interest Make-up Agreement (as applicable) void, voidable or otherwise not in full force and effect, the Borrower agrees that any relevant terms of this Agreement will be amended to the extent agreed in writing between the Borrower, the Facility Agent and the SACE Agent to ensure compliance with the terms of the SACE Insurance Policy or the Interest Make-up Agreement (as applicable).

3.16

No claim against the Creditor Parties

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

3.17

Examination and reliance on documents by the Facility Agent

(a)

The SACE 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 Delivery 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).

(b)

The Facility Agent shall be entitled (but not obliged) to rely and act upon any documentation or information provided under this Clause 3 (Conditions Precedent), which appears on its face to have been duly completed.

(c)

The Facility Agent's responsibility to the Borrower and the Lenders for the examination of the Drawdown Notice, and, when applicable, the documents provided by any person other than the Borrower in connection with the Drawdown Notice, shall be limited to the examination of their apparent compliance with the terms and conditions thereof in accordance with Articles 14 (Standard of examination of documents) and 34 (Disclaimer on effectiveness of documents) of the "Uniform Customs and Practice for Documentary Credits" (currently publication number 600 of the International Chamber of Commerce, latest edition) (except that no time limit for examination of documents shall apply).

(d)

The Facility Agent and the Lenders shall not be obliged to enquire as to, or be responsible for, the validity, truthfulness and genuineness and (where the relevant document is a conformed copy) conformity to the original of the Drawdown Notice or any other document which

60


appears on its face to be in order, or of any signatures thereon or any of the statements set out therein and shall be entitled to rely on the accuracy of any such statements.

(e)

In case of any discrepancy in any such documents, the Facility Agent shall notify the Borrower in writing thereof and shall request its approval of such discrepancy in writing.

(f)

The Facility Agent and the Lenders shall not be responsible for any delay in making available the Loan resulting from any requirement for the delivery of further information or documents reasonably required by the Facility Agent for the relevant conditions precedent in this Agreement to be satisfied.

4  

Drawdown

4.1

Borrower's irrevocable payment instructions

(a)

The Tranche A Lenders shall not be obliged to fulfil their obligation to make the Loanan Advance available under Tranche A other than (i) by paying the Builder all or part of eighty per cent. (80%) of the Final Contract Price 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 the earlier of (A) the date falling 30 days after the issuance of the SACE Insurance Policy and (B) the date falling 6 months after the date of SACE's board approval and (iii) by payment to SACE of the Second Instalment of the SACE Premium payable on the Drawdown Date. For the avoidance of doubt, the amount of the Loan shall not exceed the Maximum Loan Amount.

(b)

The Tranche B Lenders shall not be obliged to fulfil their obligation to make an Advance available under Tranche B other than:

(i)

by reimbursing the Borrower or by paying the Builder all or part of eighty per cent. (80%) of the Upsize Allowance Price on behalf of and in the name of the Borrower; and

(ii)

(A)

by reimbursing to the Borrower the amount of the Tranche B Premium referred to in paragraph (a)(i) of Clause 8.6 (Tranche B Premium); and

(B)

by paying SACE the amount of the Tranche B Premium referred to in paragraph (a)(ii) of Clause 8.6 (Tranche B Premium),

such amounts of the Tranche B Premium to be paid by the Borrower to SACE in accordance with paragraph (a) of Clause 8.6 (Tranche B Premium).

(c)

The Tranche C Lenders shall not be obliged to fulfil their obligation to make an Advance available under Tranche C other than by payment to SACE of the second instalment of the Additional SACE Premium which is to be paid by the Borrower to SACE in accordance with paragraph ‎(a)(ii) of Clause ‎8.5 (Additional Premium).

(d)

The Borrower hereby instructs the Tranche A Lenders in accordance with this Clause 4.1 (Borrower's irrevocable payment instructions):

(ai)

to pay to the Builder, up to the Eligible Amount, all or part of eighty per cent. (80%) of the Final Contract Price;

61


(bii)

to reimburse the Borrower the amount of the First Instalment of the SACE Premium already paid by the Borrower to SACE on the date specified in paragraph (a) of Clause 8.1 (SACE Premium); and

(ciii)

to pay to the Facility Agent on behalf of the Lenders for onward payment to SACE (such payment to SACE to be made for value on the Drawdown Date), by drawing under this Agreement, the amount of the Second Instalment of the SACE Premium.

(e)

The Borrower hereby instructs the Tranche B Lenders in accordance with this Clause ‎4.1 (Borrower's irrevocable payment instructions) to:

(i)

reimburse to the Borrower or pay to the Builder, up to the Upsize Allowance Eligible Amount, all or part of eighty per cent. (80%) of the Upsize Allowance Price; and

(ii)

pay to the Facility Agent on behalf of the Tranche B Lenders:

(A)

for reimbursement to the Borrower, by drawing under this Agreement, the amount of the Tranche B Premium referred to in paragraph (a)(i) of Clause 8.6 (Tranche B Premium) (such reimbursement to be made for value on the Delivery Date); and

(B)

for onward payment to SACE, by drawing under this Agreement, the amount of the Tranche B Premium referred to in paragraph (a)(ii) of Clause 8.6 (Tranche B Premium) (such payment to be made for value on the Delivery Date),

such amounts of the Tranche B Premium to be paid by the Borrower to SACE pursuant to paragraph (a) of Clause 8.6 (Tranche B Premium).

(f)

If applicable, the Borrower hereby instructs the Tranche C Lenders in accordance with this Clause ‎4.1 (Borrower's irrevocable payment instructions) to pay to the Facilty Agent on behalf of the Tranche C Lenders for onward payment to SACE (such payment to SACE to be made for value on the Delivery Date), by drawing under this Agreement, the amount of the second instalment of the Additional SACE Premium to be paid by the Borrower to SACE in accordance with paragraph (a)(ii) of Clause 8.5 (Additional Premium).

(g)

Payment to the Builder of the amountamounts drawn under paragraph (ad)(i) of Clause 4.1 (Borrower's irrevocable payment instructions) above shall be made on the Drawdown Date 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 Facility Agent of the documents provided under Schedule 3 (Documents to be produced by the Builder to the Facility Agent on Delivery).

(h)

Reimbursement to the Borrower or payment to the Builder of the amounts drawn under paragraph (e)(i) of this Clause 4.1 (Borrower's irrevocable payment instructions) above shall be made on the Drawdown Date during usual banking hours in Italy to the Builder's account as specified by the Builder in accordance with the Shipbuilding Contract or to the Borrower's account to be specified by the Borrower after receipt and verification by the Facilty Agent of the documents provided under Schedule 3 (Documents to be produced by the Builder to the Facility Agent on Delivery).

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(i)

Save as contemplated in Clause 4.24.3 (Modification of payment terms) below, the payment instruction contained in this Clause 4.1 (Borrower's irrevocable payment instructions) is irrevocable.

4.14.2

Conversion Rate for Loan

The Dollar amount to be drawn down under paragraph (aparagraphs (a), (b) and (c) of Clause 4.1 (Borrower's irrevocable payment instructions) shall be calculated by the Facility Agent on the Conversion Rate Fixing Date in accordance with the definitions of "Eligible Amount", "Upsize Allowance Eligible Amount" and "Conversion Rate" in Clause 1.1 (Definitions).

4.24.3

Modification of payment terms

The Borrower expressly acknowledges that the payment terms set out in this Clause may only be modified with the agreement of the Italian Authorities, the Facility Agent, the Security Trustee, the Lenders and the Borrower in the case of paragraph (aparagraphs (d)(i) and (e)(i) of Clause 4.1 (Borrower's irrevocable payment instructions) and with the agreement of the Italian Authorities, the Facility Agent, the Lenders and the Borrower in the case of paragraphs (bd)(ii), (d)(iii), (e)(ii) and (cf) of Clause 4.1 (Borrower's irrevocable payment instructions) provided that it is the intention of the Borrower, the Lenders, the Security Trustee and the Facility 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 Facility Agent for holding in escrow and to be released by the Facility 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 paragraph (ad)(i) and (e)(i) 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 Facility Agent before the Drawdown Date, 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.

4.34.4

Availability and conditions

(a)

Drawing may not be made under this Agreement (and the Loanan Advance shall not be available) after the expiry of the Availability Period.

(b)

There will be only one drawing Under this Agreement., there will be no more than:

(i)

one (1) Advance under Tranche A;

(ii)

one (1) Advance under Tranche B; and

(iii)

one (1) Advance under Tranche C,

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

63


(c)

The amount of the Advance under Tranche C shall not exceed the lower of (i) the amount calculated pursuant to the provisions of paragraph (a)(ii) of Clause 8.5 (Additional Premium) and (ii) the Total Tranche C Commitments.

(d)

The aggregate amount of:

(i)

the Tranche A Advance cannot exceed the Total Tranche A Commitments;

(ii)

the Tranche B Advance cannot exceed the Total Tranche B Commitments;

(iii)

the Tranche C Advance cannot exceed the Total Tranche C Commitments; and

(civ)

the aggregate amount of the LoanAdvances under all Tranches cannot exceed the Maximum Loan AmountTotal Commitments.

4.44.5

Notification to Lenders of receipt of a Drawdown Notice

The Facility Agent shall promptly and, in any case, by no later than three (3) Business Days before the Drawdown Date, notify the Tranche A Lenders, the Tranche B Lenders and the Tranche C Lenders, as applicable, that it has received a Drawdown Notice in relation to a Tranche and shall inform each relevant Lender of:

(a)

the amount of the LoanAdvance and the Drawdown Date;

(b)

the amount of that Lender's participation in the LoanAdvance; and

(c)

the duration of the first Interest Period.

4.54.6

Lenders to make available Contributions

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

4.64.7

Disbursement of LoanAdvance

Subject to the provisions of this Agreement, the Facility Agent shall on the Drawdown Date pay the amounts which the Facility Agent receives from the Lenders under Clause 4.54.6 (Lenders to make available Contributions) in the like funds as the Facility Agent received the payments from the Lenders:

(a)

in the case of the amount referred to in paragraph (ad)(i) of Clause 4.1 (Borrower's irrevocable payment instructions), to the account of the Builder which the Borrower specifies in the Drawdown Notice; and

(b)

in the case of an amount referred to in paragraph (bd)(ii) of Clause 4.1 (Borrower's irrevocable payment instructions) to the account of the Borrower which the Borrower shall specify; and

(c)

in the case of an amount referred to in paragraph (d)(iii) of Clause 4.1 (Borrower's irrevocable payment instructions) to the account of SACE which the SACE Agent shall specify;

(d)

in the case of an amount referred to in paragraph (e)(i) of Clause 4.1 (Borrower's irrevocable payment instructions) to the account of the Builder or the Borrower which the Borrower specifies in the Drawdown Notice;

64


(e)

in the case of an amount referred to in paragraph (e)(ii)(A) of Clause 4.1 (Borrower's irrevocable payment instructions) to the account of the Borrower which the Borrower specifies in the Drawdown Notice;

(f)

in the case of an amount referred to in paragraph (e)(ii)(B) of Clause 4.1 (Borrower's irrevocable payment instructions) to the account of SACE which the SACE Agent shall specify; and

(cg)

in the case of an amount referred to in paragraph (cf) of Clause 4.1 (Borrower's irrevocable payment instructions) to the account of SACE which the SACE Agent shall specify.

4.74.8

Disbursement of LoanAdvance to third party

The payment by the Facility Agent under Clause 4.64.7 (Disbursement of LoanAdvance) shall constitute the making of the LoanAdvance and the Borrower shall at that time become indebted, as principal and direct obligor, to each relevant Lender in an amount equal to that Lender's ContributionContributions.

5  

Repayment

5.1

Number of repayment instalments

The Borrower shall repay the Loan by twenty-four (24) consecutive six-monthly instalments from the earlier of (i) the Delivery Date and (ii) the date of actual disbursement of the Loan (the "Starting Point of Repayment").

5.2

Repayment Dates

The first repayment instalment shall be repaid on the date falling six (6) months after the Starting Point of Repayment and the last repayment instalment on the date falling one hundred and forty-four (144) months after the Starting Point of Repayment, each date of payment of an instalment being a "Repayment Date".

5.3

Amount of repayment instalments

Each repayment instalment of the Loan shall be of an equal amount.

5.4

Final Repayment Date

On the final Repayment Date, the Borrower shall additionally pay to the Facility Agent for the account of the Creditor Parties all other sums then accrued or owing under any Finance Document.

6  

Interest

6.1

Fixed or Floating Interest Rate

The Borrower shall provide notification, signed by a duly authorised signatory of the Borrower, to the SACE Agent (with a copy to the Facility Agent) at least [*] days before the Drawdown Date specifying which of the Fixed Interest Rate or the Floating Interest Rate shall be applicable until the date of payment of the final repayment instalment of the Loan.

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6.2

Fixed Interest Rate

If the Borrower has specified a Fixed Interest Rate pursuant to Clause 6.1 (Fixed or Floating Interest Rate), the Loan shall bear interest in respect of each Interest Period at the Fixed Interest Rate. Such interest shall accrue on the actual number of days elapsed based upon a 360 day year and shall be paid on the last day of each Interest Period.

6.3

Floating Interest Rate

If:

(a)

the Borrower has specified a Floating Interest Rate pursuant to Clause 6.1 (Fixed or Floating Interest Rate); or

(b)

the Borrower has specified a Fixed Interest Rate pursuant to Clause 6.1 (Fixed or Floating Interest Rate) but thereafter for any reason whatsoever the Interest Make-up Agreement is suspended or otherwise ceases to be in effect; or

(c)

SIMEST has requested a change of currency pursuant to the Interest Make-up Agreement and such change of currency is not agreed by the Borrower or Lenders in accordance with Clause 6.15 (Change of currency); or

(d)

SIMEST has failed to make a net payment of interest to the Lenders pursuant to the Interest Make-up Agreement,

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

6.4

Payment of Floating Interest Rate

Subject to the provisions of this Agreement, interest on the Loan in respect of each Interest Period shall accrue on the actual number of days elapsed based upon a 360 day year and shall be paid by the Borrower on the last day of that Interest Period.

6.5

Notification of Interest Periods and Floating Interest Rate

The Facility Agent shall notify the Borrower and each relevant Lender of each Floating Interest Rate and the duration of each Interest Period as soon as reasonably practicable after each is determined and no later than the Quotation Day.

6.6

Unavailability of Screen Rate

(a)

Interpolated Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period of the Loan or any part of the Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of the Loan or that part of the Loan.

(b)

Reference Bank Rate: If no Screen Rate is available for LIBOR for:

(i)

Dollars;

66


(ii)

the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Screen Rate,

(iii)

the applicable LIBOR shall be the Reference Bank Rate as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan.

(c)

Cost of funds: If paragraph (b) above applies but no Reference Bank Rate is available for Dollars or the relevant Interest Period there shall be no LIBOR for the Loan or that part of the Loan (as applicable) and Clause 6.9 (Cost of funds) shall apply to the Loan or that part of the Loan for that Interest Period.

6.7

Calculation of Reference Bank Rate

(a)

Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

(b)

If at or about noon on the Quotation Day none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

6.8

Market disruption

If before close of business in London on the Quotation Day for the relevant Interest Period the Facility Agent receives notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan in aggregate exceed [*] per cent. of the Loan or the relevant part of the Loan as appropriate) that the cost to it or each of them of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 6.9 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

6.9

Costs of funds

(a)

If this Clause 6.9 (Cost of funds) applies, the rate of interest on the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i)

the Margin; and

(ii)

the weighted average of the rates notified to the Facility Agent by each Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select.

(b)

If this Clause 6.9 (Cost of funds) applies and the Facility Agent or the Borrower so requiresrequire, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.

(c)

Subject to Clause 6.10 (Replacement of Screen Rate), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

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(d)

If paragraph (e) below does not apply and any rate notified to the Facility Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.

(e)

If this Clause 6.9 (Cost of funds) applies pursuant to Clause ‎6.8 (Market disruption) and:

(i)

a Lender's Funding Rate is less than LIBOR; or

(ii)

a Lender does not supply a quotation by the time specified in sub-paragraph ‎(ii) of paragraph (a) above,

the cost to that Lender of funding its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.

(f)

If this Clause 6.9 (Cost of funds) applies but any Lender does not supply a quotation by the time specified in sub-paragraph (ii) of paragraph (a) above, the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.

6.10

Replacement of Screen Rate

If a Screen Rate Replacement Event has occurred in relation to the Screen Rate for Dollars, any amendment or waiver which relates to:

(i)

providing for the use of a Replacement Benchmark; and

(ii)

(A)

aligning any provision of any Finance Document to the use of that Replacement Benchmark;

(B)

enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);

(C)

implementing market conventions applicable to that Replacement Benchmark;

(D)

providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or

(E)

adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

may be made with the consent of the Facility Agent (acting on the instructions of the Majorityall Lenders), SACE and SIMEST (if applicable) and the Borrower.

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(b)

If, as at 30 September 20212022 this Agreement provides that the rate of interest for the Loan in Dollars is to be determined by reference to the Screen Rate for LIBOR:

(i)

a Screen Rate Replacement Event shall be deemed to have occurred on that date in relation to the Screen Rate for Dollars; and

(ii)

the Facility Agent, (acting on the instructions of the Majorityall Lenders) and the Obligors shall enter into negotiations in good faith with a view to agreeing the use of a Replacement Benchmark in relation to Dollars in place of that Screen Rate from and including a date no later than 30 November 20212022, unless the Borrower and the Facility Agent (acting on the instructions of the Majorityall Lenders) agree to defer the date of the negotiations required under this sub-paragraph (ii) together with the date for the use of such a Replacement Benchmark, in which case such dates shall be those so agreed.

(c)

If an amendment is required as contemplated in this Clause 6.10 (Replacement of Screen Rate), the Obligors shall reimburse each of the Facility Agent and the Security Trustee for the amount of all costs and expenses (including legal fees and other professional expenses) incurred by each Secured Party in relation to such amendment.

6.11

Notice of prepayment

If no agreement is reached with the Borrower under Clause 6.10 (Replacement of Screen Rate), the Borrower may give the Facility Agent not less than 15 Business Days', or, if the Fixed Interest Rate has been selected pursuant to Clause 6.1 (Fixed or Floating Interest Rate), the Borrower may give the Facility Agent not less than 30 days' notice of its intention to prepay at the end of the interest period set by the Facility Agent.

6.12

Prepayment; termination of Commitments

A notice under Clause 6.11 (Notice of prepayment) shall be irrevocable; the Facility Agent shall promptly notify the Lenders and, if the Fixed Interest Rate has been selected by the Borrower, SIMEST of the Borrower's notice of intended prepayment, and:

(a)

on the date on which the Facility Agent serves that notice, the Total Commitments shall be cancelled;

(b)

on the last Business Day of the Interest Period set by the Facility Agent, the Borrower shall prepay (without premium or penalty subject to the provisions of Clause 20.2 (Breakage costs and SIMEST arrangements)) the Loan, together with accrued interest thereon at the applicable rate (being either the Floating Interest Rate or the Fixed Interest Rate as specified by the Borrower pursuant to Clause 6.1 (Fixed or Floating Interest Rate)).

6.13

Application of prepayment

The provisions of Clause 16 (Cancellation, Prepayment and Mandatory Prepayment) shall apply in relation to the prepayment.

6.14

Certain Circumstances

Notwithstanding anything to the contrary in this Agreement:

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(a)

in the event of any circumstances falling within Clause 6.8 (Market Disruption) which might affect the advance of the Loanan Advance under any Tranche on the Drawdown Date (the "Relevant Circumstances"):

(i)

occurring and being continuing on the date falling ninety (90) days before the Intended Delivery Date (the "Relevant Date"), each Lender will notify the Borrower (through the Facility Agent) of the Relevant Circumstances on the Relevant Date or, if the Relevant Date is not a Business Day, on the next following Business Day; and

(ii)

occurring after the Relevant Date, each Lender will notify the Borrower (through the Facility Agent) immediately upon such Lender becoming aware of the Relevant Circumstances;

(b)

in the event of any Relevant Circumstances falling within Clause 6.8 (Market disruption) (the "Pricing-Related Relevant Circumstances") occurring before an Advance is made available, each Lender will fund its respective Contributions by reference to the agreed alternative rate of interest in accordance with Clauses 6.6 (Unavailability of Screen Rate) 6.7 (Calculation of Reference Bank Rate), 6.8 (Market Disruption), 6.9 (Cost of funds) and 6.10 (Replacement of Screen Rate) as if the provisions of such Clauses applied not only in the event that the Pricing-Related Relevant Circumstances have been notified by the Facility Agent to the Borrower after the making of the Advance but also before the making of the Advance.

(c)

in the event of any Relevant Circumstances falling within Clause 6.8 (Market disruption) (the "Availability-Related Relevant Circumstances") occurring before the Loan is made, each Lender will enter into good faith discussions with the Borrower for a period not exceeding 10 Business Days in order to discuss a basis on which the Lenders could be able to fund their respective Contributions in Dollars (or, if unavailable in Dollars, then in any available currency). Such discussions shall be without obligation on the Lenders provided that during such discussion period, such circumstances continue.

6.15

Change of currency

(a)

In the event that the SACE Agent notifies the Borrower that SIMEST has requested a change in the currency of the Loan in accordance with clause 6.3 of the Interest Make-up Agreement, the Borrower and the Lenders shall, without obligation, consider such request for a change of currency acting reasonably for a period of not exceeding 10 Business Days. Following such discussions the SACE Agent shall report the decision of the Facility Agent, the Borrower and the Lenders to SIMEST, providing their reason for any negative decision.

(b)

In the event that a change of currency is agreed the Parties agree to negotiate in good faith the necessary changes to this Agreement, the Finance Documents, the SACE Insurance Policy and the Interest Make-up Agreement in order to document the change in currency.

(c)

In the event that a change in currency is not acceptable to the Lenders or the Borrower, the provision of paragraph (c) of Clause 6.3 (Floating Interest Rate) shall apply.

7  

Interest Periods

7.1

Commencement of Interest Periods

The first Interest Period applicable to the Loanan Advance shall commence on the Drawdown Date and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

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7.2

Duration of Interest Periods

Subject to Clause 7.3 (Duration of Interest Periods for Repayment Instalments), each Interest Period shall be 6 months.

7.3

Duration of Interest Periods for Repayment Instalments

Any Interest Period that includes a Repayment Date shall expire on such Repayment Date.

8  

SACE Premium and Italian Authorities

8.1

SACE Premium

The estimated SACE Premium for an amount equal to [*] (being [*] per cent. ([*]%) of the Original Maximum Loan Amount) is due and payable in two instalments as follows:

(a)

the first instalment of the SACE Premium being an amount of [*] ($[*] (calculated as being [*] per cent. ([*]%) of the SACE Premium) (the "First Instalment") shall be paid by the Borrower to SACE (provided that the Borrower and the Lenders have been notified by the SACE Agent that the SACE Insurance Policy has been issued) on the earlier of (i) the date falling 30 days after the issuance of the SACE Insurance Policy and (ii) 5 April 2019, being the date falling 6 months after the date of SACE's board approval or any other later date as communicated by SACE; and

(b)

the second instalment of the SACE Premium being an amount of [*] (calculated as being [*] per cent. ([*]%) of the SACE Premium) (the "Second Instalment") and shall be payable on or prior to the Drawdown Date. For the sake of clarity, no set-off with the First Instalment shall be permitted.

8.2

Reimbursement by the Borrower of the SACE Premium

The Borrower irrevocably agrees to pay the First Instalment, and to instruct the Tranche A Lenders to pay the Second Instalment on behalf of the Borrower as follows:

(a)

the Borrower has requested and the Tranche A Lenders have agreed to reimburse the payment of one hundred per cent. (100%) of the First Instalment to the Borrower on the Drawdown Date, it being agreed that such First Instalment shall be paid to SACE by the Borrower in accordance with paragraph (a) of Clause 8.1 (SACE Premium) and upon notification by the Facility Agent to the Borrower (i) of the issuance of the SACE Insurance Policy documentation in the form required by paragraph (g) of Clause 3.4 (No later than ninety (90) days before the Intended Delivery Date), and (ii) of the amount of the First Instalment; and

(b)

the Borrower has requested and the Tranche A Lenders have agreed to finance the payment of one hundred per cent. (100%) of the Second Instalment on the Drawdown Date in accordance with paragraph (ciii) of Clause 2.1 (Amount of facility) of this Agreement.

Consequently, the Borrower hereby irrevocably instructs the Facility Agent on behalf of the Tranche A Lenders to pay the Second Instalment to SACE on the Drawdown Date in accordance with paragraph (ciii) of Clause 2.1 (Amount of facility) of this Agreement and to reimburse the Borrower by the Borrower drawing under the Loan the amount of the First Instalment in accordance with paragraph (bii) of Clause 2.1 (Amount of facility) of this Agreement.

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The First Instalment and Second Instalment each financed by the Loan will be repayable in any event by the Borrower to the Tranche A Lenders in the manner specified in Clause 5 (Repayment) and under any and all circumstances including but without limitation in the event of prepayment or acceleration of the Loan.

8.3

Italian Authorities

(a)

The Borrower acknowledges and agrees that the Facility Agent, the SACE Agent and the Lenders are entitled to provide the Italian Authorities with any information they may have relative to the Loan and the business of the Group, to allow the Italian Authorities to inspect all their records relating to this Agreement and the other Transaction Documents and to furnish them with copies thereof. Any such information relative to the Loan may also be given by any Italian Authorities to international institutions charged with collecting statistical data.

(b)

The Borrower acknowledges that, in the making of any decision or determination or the exercise of any discretion or the taking or refraining to take any action under this Agreement or any of the other Finance Documents, the Facility Agent, the SACE Agent and the Lenders shall be deemed to have acted reasonably if they have acted on the instructions of either of the Italian Authorities.

(c)

Each Party further undertakes not to act in a manner which is inconsistent with the terms of the SACE Insurance Policy and the Interest Make-up Agreement.

8.4

Refund

(a)

The Borrower shall, at the latest on the date falling sixty (60) days before the Intended Delivery Date, provide a notice in writing to the SACE Agent (who will promptly forward it to other Lenders and SACE), signed by an authorised signatory of the Borrower, indicating the amount of the LoanAdvance to be drawn on the Delivery Date under Tranche A less (i) any amount cancelled based on the Conversion Rate and (ii) the Refund (as defined below) to be refunded in accordance with paragraph (b), such amount of the Refund to be confirmed by SACE at least six (6) Business Days prior to the Delivery Date. The Borrower hereby agrees and shall confirm in such notice that the remaining Tranche A Commitments shall be deemed to be cancelled. The Borrower acknowledges, for the avoidance of doubt, that the shortfall to be paid to the Builder at the Delivery Date shall be funded and paid directly by the Borrower to the Builder.

(b)

If the LoanAdvance under Tranche A is less than the Original Maximum Loan Amount, and provided that no Event of Default has occurred and is then continuing and no loss has occurred under the SACE Insurance Policy, the Borrower shall be entitled to a refund of the Second Instalment of the SACE Premium in an amount calculated by SACE on the undrawn amount (the "Refund"). For the avoidance of doubt, the First Instalment of the SACE Premium is non-refundable, irrespective of whether any disbursements have been made under this Agreement and irrespective of whether the SACE Insurance Policy has been terminated.

(c)

Any refund of the Second Instalment of the SACE Premium, whether in whole or in part, must be expressly requested by the SACE Agent to SACE in writing following receipt by the SACE Agent of the Borrower's notice referred to in paragraph (a) above.

(d)

To the extent the Borrower is entitled to the Refund, SACE shall transfer the Refund as soon as practicably possible to the SACE Agent who shall as soon as practicably possible following receipt thereof transfer such amount to the Borrower. The Borrower hereby acknowledges that SACE shall not be liable to pay interest to the Borrower on the amount of the Refund.

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(e)

Under the terms of the SACE Insurance Policy, the Parties acknowledge that SACE will withhold an amount of [*] per cent. ([*]%) from the amount of the SACE Premium to be refunded. Such withholding, charged as a lump sum to cover administration and management costs for the SACE Insurance Policy, may not, in any event, amount to less than the equivalent of [*] Euros (€[*]) or more than the equivalent of [*] Euros (€[*]), calculated by SACE at the European Central Bank EUR/USD exchange rate as at the date of the refund request.

(f)

Except as set out in paragraphs (a) to (c) above, no part of the SACE Premium is refundable to any Obligor.

(g)

In no event shall the SACE Agent be liable for any refund of the SACE Premium to be made by SACE or for the calculation of any Refund and/or withholding thereof.

8.5

Additional Premium

(a)

The Borrower shall pay to SACE (through the SACE Agent) an additional SACE premium in relation to the changes made to the Facility Agreement following the 2021 Deferral Effective Date (the "Additional SACE Premium"). The Additional SACE Premium is payable, in accordance with the SACE Insurance Policy, payable in two instalments as follows:

(i)

no later than 30 days from the date of issuance of the relevant addendum to the SACE Insurance Policy in form and substance acceptable to the Lenders, an amount of $[*], corresponding to the first instalment of the Additional SACE Premium; and

(ii)

no later than the Delivery Date, and unless the Guarantor's highest unsecured corporate credit rating is, 60 days before the Intended Delivery Date, BB+ or above at Standard & Poor's or Ba1 or above at Moody's, an amount of $[*], corresponding to the second instalment of the Additional SACE Premium; it being understood that if 60 days before the Intended Delivery Date, the Guarantor's highest unsecured corporate credit rating is between B+ at Standard & Poor's or B1 at Moody's and BB at Standard & Poor's or Ba2 at Moody's, this second instalment of the Additional SACE Premium shall correspond to to a) [*]% of (x) $690,718,070.54 being the undrawn amount under the Loan as at 31 December 2020 times (y) the percentage applicable to the Guarantor's highest unsecured corporate credit rating between Standard & Poor's and Moody's in the table set out below (the "Revised SACE Premium Rate") divided by (z) one minus the Revised SACE Premium Rate less b) the Second Instalment of the original SACE Premium to be paid no later than the Delivery Date. The amount of the second instalment of the Additional SACE Premium shall be recalculated by the SACE Agent in accordance with the SACE Insurance Policy and communicated by the SACE Agent to SACE no later than 60 days prior to the Intended Delivery Date for verification and then forwarded to the Borrower as soon as practically possible following approval by SACE.

Rating S&P and Moody's

pricing

BB / Ba2

[*]%

BB- / Ba3

[*]%

(b)

The Additional SACE Premium is not financed.

(b)

The Borrower has requested, and the Tranche C Lenders have agreed to finance the payment of one hundred per cent. (100%) of the second instalment of the Additional SACE Premium to

73


the Borrower on the Delivery Date, it being agreed that such second instalment shall be paid to SACE in accordance with paragraph ‎(a)(ii) of this Clause ‎8.5 (Additional Premium) and upon notification by SACE to the SACE Agent and the Borrower of the amount of the second instalment of the Additional SACE Premium.

(c)

Consequently, the Borrower hereby irrevocably instructs the Facility Agent on behalf of the Tranche C Lenders to pay the amount of the second instalment of the Additional SACE Premium to SACE on the Delivery Date in accordance with paragraph ‎(c) of Clause ‎2.1 (Amount of facility) of this Agreement.

(d)

The second instalment of the Additional SACE Premium financed by Tranche C will be repayable in any event by the Borrower to the Tranche C Lenders in the manner specified in Clause ‎5 (Repayment) and under any and all circumstances including but without limitation in the event of prepayment or acceleration of the Loan.

(ce)

If (i) the Guarantor's highest unsecured corporate credit rating is equal to or higher than BB+ at Standard & Poor's and Ba1 at Moody's at the time of the Intended Delivery Date (as such term is defined in the facility agreement originally dated 19 December 2018 (as amended from time to time) and entered into between, amongst others, (i) Leonardo Six, Ltd. as borrower, (ii) the lenders and mandated lead arrangers as stated therein, (iii) BNP Paribas as facility agent, (iv) Credit Agricole Corporate and Investment Bank as SACE agent and (v) HSBC Corporate Trustee Company (UK) Limited as security trustee in relation to the ship currently under construction and to be delivered to Leonardo Six, Ltd., such date, currently estimated to be 30 June 2027, the "Leonardo Six Intended Delivery Date"), and (ii) no event of default (howsoever defined) is continuing and no Loss has been incurred by SACE in respect of any Financial Indebtedness granted to any company within the Group and supported by SACE, the Borrower may request in writing through the SACE Agent a one-off refund of a portion of the second instalment of the Additional SACE Premium, calculated in accordance with the SACE Insurance Policy and the following formula.

(d)

The refund pursuant to paragraph (c) above will be paid by SACE to the SACE Agent within 30 days in accordance with the terms and conditions of the SACE Insurance Policy and subsequently paid by the SACE Agent to the Borrower.

SACE Premium refund = Loan amount outstanding at the time of the Leonardo Six Intended Delivery Date x [*]% x ((TTMi + 0.5)/2)/6.25) x (Revised SACE Premium Rate – p%),

where:

(i)

TTMi means Time To Maturity at the date of the Leonardo Six Intended Delivery Date being the number of years, with two decimals, between the Leonardo Six Intended Delivery Date and the final Repayment Date.

(ii)

p% equals to [*]%.

For avoidance of doubt, in case of discrepancy between this Clause 8.5 (Additional Premium) and the relevant provision of the SACE Insurance Policy, the SACE Insurance Policy shall prevail.

(f)

The refund pursuant to paragraph (e) above will be paid by SACE to the SACE Agent within 30 days in accordance with the terms and conditions of the SACE Insurance Policy and subsequently paid by the SACE Agent to the Borrower, upon which such amount shall be applied to mandatorily prepay part of the Loan in accordance with the provisions of Clause

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‎16.6 (Mandatory Prepayment in case of refund by SACE to the Borrower of the second instalment of the Additional SACE Premium).

8.6

Tranche B Premium

(a)

The Borrower shall pay (through the SACE Agent) to SACE an additional SACE premium in relation to Tranche B (the "Tranche B Premium"). The Tranche B Premium is payable, in accordance with the SACE Insurance Policy, as follows:

(i)

no later than the earlier of (x) 30 days from the date of issuance of the relevant addendum to the SACE Insurance Policy and (y) the Drawdown Date under Tranche B, an amount equal to $778,867.69, corresponding to fifteen per cent (15%) of the Tranche B Premium; and

(ii)

no later than the Drawdown Date under Tranche B, an amount equal to $4,413,583.59, corresponding to eighty-five per cent (85%) of the Tranche B Premium.

(b)

The Borrower has requested, and the Tranche B Lenders have agreed to finance the payment of one hundred per cent. (100%) of the Tranche B Premium to the Borrower on the Drawdown Date under Tranche B, it being agreed that:

(i)

the amount referred to in paragraph (a)(i) above shall be reimbursed to the Borrower; and

(ii)

the amount referred to in paragraph (a)(ii) above shall be paid to SACE,

and upon notification by SACE to the SACE Agent and the Borrower of the amount of the Tranche B Premium.

(c)

Consequently, the Borrower hereby irrevocably instructs the Facility Agent on behalf of the Tranche B Lenders to:

(i)

reimburse to the Borrower the amount of the Tranche B Premium referred to in paragraph (a)(i) above; and

(ii)

pay to SACE the amount of the Tranche B Premium referred to in paragraph (a)(ii) above,

no later than the Drawdown Date in accordance with paragraph (b)(ii) of Clause 2.1 (Amount of facility) of this Agreement.

(d)

The Tranche B Premium financed by part of Tranche B will be repayable in any event by the Borrower to the Tranche B Lenders in the manner specified in Clause ‎5 (Repayment) and under any and all circumstances including but without limitation in the event of prepayment or acceleration of the Loan.

(e)

The Borrower shall, at the latest on the date falling sixty (60) days before the Intended Delivery Date, provide a notice in writing to the SACE Agent (who will promptly forward it to other Lenders and SACE), signed by an authorised signatory of the Borrower, indicating the amount of the Advance to be drawn on the Delivery Date under Tranche B less (i) any amount cancelled based on the Conversion Rate and (ii) the Tranche B Refund (as defined below) to be refunded in accordance with paragraph (f), such amount of the Tranche B Refund to be confirmed by SACE at least six (6) Business Days prior to the Delivery Date. The Borrower hereby agrees and

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shall confirm in such notice that the remaining Tranche B Commitments shall be deemed to be cancelled. The Borrower acknowledges, for the avoidance of doubt, that the shortfall (if any) to be paid to the Builder at the Delivery Date shall be funded and paid directly by the Borrower to the Builder.

(f)

If the Advance under Tranche B is less than the Total Tranche B Commitments, and provided that no Event of Default has occurred and is then continuing and no loss has occurred under the SACE Insurance Policy, the Borrower shall be entitled to a refund of the Tranche B Premium in an amount calculated by SACE on the undrawn amount (the "Tranche B Refund"). For the avoidance of doubt, the amount of the SACE Premium referred to in paragraph (a)(i) of this Clause 8.6 (Tranche B Premium) is non-refundable, irrespective of whether any disbursements have been made under this Agreement and irrespective of whether the SACE Insurance Policy has been terminated.

(g)

Any refund of the amount of the Tranche B Premium referred to in paragraph (a)(ii) of this Clause 8.6 (Tranche B Premium), whether in whole or in part, must be expressly requested by the SACE Agent to SACE in writing following receipt by the SACE Agent of the Borrower's notice referred to in paragraph (c) above.

(h)

To the extent the Borrower is entitled to the Tranche B Refund, SACE shall transfer the Tranche B Refund as soon as practicably possible to the SACE Agent who shall as soon as practicably possible following receipt thereof transfer such amount to the Borrower. The Borrower hereby acknowledges that SACE shall not be liable to pay interest to the Borrower on the amount of the Tranche B Refund.

(i)

Under the terms of the SACE Insurance Policy, the Parties acknowledge that SACE will withhold an amount of five per cent. (5%) from the amount of the Tranche B Premium to be refunded. Such withholding, charged as a lump sum to cover administration and management costs for the SACE Insurance Policy, may not, in any event, amount to less than the equivalent of three thousand Euros (€3,000) or more than the equivalent of twenty-five thousand Euros (€25,000), calculated by SACE at the European Central Bank EUR/USD exchange rate as at the date of the refund request.

(j)

Except as set out in paragraph (c) and (e) above, no part of the Tranche B Premium is refundable to any Obligor.

(k)

In no event shall the SACE Agent be liable for any refund of the Tranche B Premium to be made by SACE or for the calculation of any Refund and/or withholding thereof.

9  

Fees

The following fees shall be due by the Borrower and payable as required hereunder:

(a)

to the Facility Agent, for the benefit of the Joint Mandated Lead Arrangers, a Joint Mandated Lead Arranger structuring fee (the "Structuring Fee") in the amount and payable at the time separately agreed in writing between the Facility Agent and the Borrower;

(b)

to the Facility Agent, for the benefit of the Lenders, a commitment fee in Dollars for the period from the Effective Date to the Delivery Date of the Ship, or the date of receipt by the Facility Agent of the written cancellation notice (as described in paragraph (a) of Clause 16.1 (Cancellation)) or written termination notice (as described in paragraph (b) of Clause 16.1 (Cancellation)) (as applicable) sent by the Borrower, whichever is the earliest, computed at the rate of:

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(i)

from the Effective Date to and including 31 December 2019, [*] per cent. ([*]% p.a.) per annum;

(ii)

from 1 January 2020 to and including 31 December 2020, [*] per cent. ([*]% p.a.) per annum;

(iii)

from 1 January 2021 to and including the Delivery Date, [*] per cent. ([*]% p.a.) per annum;

and calculated on the undrawn amount of the Original Maximum Loan Amount prior to the date of this Agreement and thereafter on the Amended Maximum Loan Amount and payable in arrears on the date falling six (6) months after the Effective Date and on each date falling at the end of each following consecutive six (6) month period, with the exception of the commitment fee due in respect of the last period, which shall be paid on the Delivery Date, or the date of receipt by the Facility Agent of the written cancellation notice (as described in paragraph (a) of Clause 16.1 (Cancellation)) or written termination notice (as described in paragraph (b) of Clause 16.1 (Cancellation)) (as applicable) sent by the Borrower, whichever is the earliest, such commitment fee to be calculated on the actual number of days elapsed divided by three hundred and sixty (360). For the purpose of the computation of the periodical commitment fee payable to the Lenders, the Original Maximum Loan Amount is assumed to be six hundred and ninety million seven hundred and eighteen thousand and seventy Dollars and fifty-four cents ($690,718,070.54) and the Amended Maximum Loan Amount is assumed to be seven hundred and ninety million, eight hundred fifty eight thousand, four hundred forty six United States Dollars and ninety eight Cents ($790,858,446.98);

(c)

to the Facility Agent, for its own account, an agency fee in the amount and payable at the time separately agreed in writing between the Facility Agent and the Borrower;

(d)

to the SACE Agent, a SACE agency fee in the amount and payable at the time separately agreed in writing between the SACE Agent and the Borrower; and

(e)

to the Security Trustee, a security trustee fee in the amount and payable at the time separately agreed in writing between the Security Trustee and the Borrower.

10

Taxes, Increased Costs, Costs and related Charges

10.1

Definitions

(a)

In this Agreement:

"Protected Party" means a Secured Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

"Tax Credit" means a credit against, relief or remission for, or repayment of any Tax.

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document other than a FATCA Deduction.

"Tax Payment" means either the increase in a payment made by an Obligor to a Secured Party under Clause 10.2 (Tax gross-up) or a payment under Clause 10.3 (Tax indemnity).

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(b)

Unless a contrary indication appears, in this Clause 10 (Taxes, Increased Costs, Costs and related Charges) reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

10.2

Tax gross-up

(a)

Each Obligor shall make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrower and that Obligor.

(c)

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)

A payment shall not be increased under paragraph (c) above if on the date on which the payment falls due the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender (having been given notice of the documentation requested under Clause 10.7 (Lender Status) at least 30 Business Days prior to such payment date) complied with its obligations under Clause 10.7 (Lender Status).

(e)

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f)

Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Secured Party entitled to the payment evidence reasonably satisfactory to that Secured Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

10.3

Tax indemnity

(a)

The Borrower shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b)

Paragraph (a) above shall not apply:

(i)

with respect to any Tax assessed on a Secured Party:

(A)

under the law of the jurisdiction in which that Secured Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Secured Party is treated as resident for tax purposes; or

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(B)

under the law of the jurisdiction in which that Lender's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Secured Party; or

(ii)

to the extent a loss, liability or cost is compensated for by an increased payment under Clause 10.2 (Tax gross-up) or would have been compensated for by an increased payment under Clause 10.2 (Tax gross-up) but was not so compensated solely because an exclusion in paragraph (d) of Clause 10.2 (Tax gross-up) applied, or relates to a FATCA Deduction required to be made by a Party; or

(iii)

with respect to the Taxes in the nature of a branch profits tax imposed by Section 884(a) of the Code that is imposed by any jurisdiction described in sub-paragraph (B) of sub-paragraph (i) of paragraph (b) above.

(c)

A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower.

(d)

A Protected Party shall, on receiving a payment from an Obligor under this Clause 10.3 (Tax indemnity), notify the Facility Agent.

10.4