NCL CORPORATION LTD., as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Security Agent, INDENTURE Dated as of February 22, 2023 FIRST-LIEN SENIOR SECURED NOTESSupplemental Indenture • February 27th, 2023 • Norwegian Cruise Line Holdings Ltd. • Water transportation • New York
INDENTURE, dated as of February 22, 2023 (the “Signing Date”), among NCL Corporation Ltd., an exempted company incorporated under the laws of Bermuda and tax resident in the United Kingdom (the “Issuer”), the Guarantors party hereto, U.S. Bank Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), as Principal Paying Agent, as Transfer Agent, as Registrar and as Security Agent (in such capacity, the “Security Agent”), and, for the purposes of Section 7 herein, FirstCaribbean International Trust Company (Bahamas) Limited, as Supplemental Security Agent for the Security Agent in the Commonwealth of The Bahamas, and Atlantic Bank Limited, as Supplemental Security Agent for the Security Agent in Belize.
Backstop AgreementPrivate and Confidential • February 27th, 2023 • Norwegian Cruise Line Holdings Ltd. • Water transportation
NCL Corporation Ltd., a Bermuda exempted company (the “Issuer”), is considering issuing to Morgan Stanley & Co. LLC (“Morgan Stanley” or the “Initial Purchaser”), as initial purchaser under the Purchase Agreement (as defined below), senior unsecured notes due 2028 (the “Securities”), to be guaranteed by certain subsidiaries of the Issuer if required pursuant to Section 3(iv)(ii) below (collectively, the “Guarantors”), up to an aggregate principal amount sufficient to generate gross proceeds equal to $300,000,000 (the “Commitment Amount”), the proceeds of which will be used to refinance and/or repay in whole or in part amounts outstanding as of the date hereof under the Term Loan A Facility and the Revolving Loan Facility under the Issuer’s Credit Agreement, originally dated as of May 24, 2013 (as amended and restated), by and among the Issuer and Voyager Vessel Company, LLC, as co-borrowers, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and various lenders
