Common use of Total Net Funded Debt Clause in Contracts

Total Net Funded Debt. D <0.65:1 up to 31 December 2007 <0.60:1 thereafter Total Capitalisation E Consolidated Net Income (loss) x (Deduct)/Add: (Gain)/Loss on sale of assets or reserves x Add: Consolidated Interest Expense x Add: Depreciation and amortisation of assets x Add: Impairment charges x (Deduct)/Add: Other non-recurring charge (gain) x Add: Deferred income tax expense x Consolidated EBITDA x B Principal paid/payable (excluding balloon payments, voluntary prepayments/repayments on sale/total loss of an NCLC Fleet vessel) x Add: Consolidated Interest Expense x Distributions x Rent under capitalised leases x Consolidated Debt Service x C Indebtedness for Borrowed Money x Add: Guarantees of non-NCLC Group members’ obligations x Deduct: Cash Balance (x) Total Net Funded Debt (x) D Total Net Funded Debt x Add: Consolidated stockholders’ equity x Total Capitalisation x E For and on behalf of NCL CORPORATION LTD. [ ] I, [ ], the officer primarily responsible for the financial management of the NCLC Group, hereby declare that, to the best of knowledge and belief, the above Statement of Financial Covenants as of [ ] 20[ ], in my opinion, is true and correct. [ ] Chief Financial Officer Dated: 20[ ] ** Evidence satisfactory to the Agent of A at all times during the relevant period shall be provided together with this statement 1 Definitions and Construction 1 2 Amendment of Original Loan Agreement, Original Guarantee and Security Documents 2 3 Conditions Precedent 3 4 Representations and Warranties 4 6 Further Assurance 6 7 Counterparts 6 8 Notices 6 9 Governing Law 7 10 Jurisdiction 7 Schedule 1 Amendment of Original Loan Agreement 9 Schedule 2 Amendment of Original Guarantee 14 Schedule 3 Quarterly Statement of Financial Covenants 18 DATED 2005 (1) PRIDE OF AMERICA SHIP HOLDING, INC. of Corporation Trust Center, 1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America as borrower (the “Borrower”)

Total Net Funded Debt. D <0.65:1 up to 31 December 2007 <0.60:1 thereafter Total Capitalisation E Consolidated Net Income (loss) x (Deduct)/Add: (Gain)/Loss on sale of assets or reserves x Add: Consolidated Interest Expense x Add: Depreciation and amortisation of assets x Add: Impairment charges x (Deduct)/Add: Other non-recurring charge (gain) x Add: Deferred income tax expense x Consolidated EBITDA x B Principal paid/payable (excluding balloon payments, voluntary prepayments/repayments on sale/total loss of an NCLC Fleet vessel) x Add: Consolidated Interest Expense x Distributions x Rent under capitalised leases x Consolidated Debt Service x C Indebtedness for Borrowed Money x Add: Guarantees of non-NCLC Group members’ obligations x Deduct: Cash Balance (x) Total Net Funded Debt (x) D Total Net Funded Debt x Add: Consolidated stockholders’ equity x Total Capitalisation x E For and on behalf of NCL CORPORATION LTD. [ ] I, [ ], the officer primarily responsible for the financial management of the NCLC Group, hereby declare that, to the best of knowledge and belief, the above Statement of Financial Covenants as of [ ] 20[ ], in my opinion, is true and correct. [ ] Chief Financial Officer Dated: 20[ ] ** Evidence satisfactory to the Agent of A at all times during the relevant period shall be provided together with this statement 1 Definitions and Construction 1 2 Amendment of Original Loan Agreement, Original Guarantee Agreement and Security Documents 2 3 Conversion 9 4 Conditions Precedent 3 4 9 5 Representations and Warranties 4 10 6 Expenses 11 7 Further Assurance 6 7 12 8 Counterparts 6 8 12 9 Notices 6 9 12 10 Governing Law 7 10 13 11 Jurisdiction 7 13 Schedule 1 Amendment Form of Original Loan Agreement 9 Schedule 2 Amendment Notice of Original Guarantee 14 Schedule 3 Quarterly Statement of Financial Covenants 18 DATED 2005Fixed Rate 15 (1) PRIDE OF AMERICA SHIP HOLDING, INC. of Corporation Trust Center, 1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America as borrower (the “Borrower”);