NCL CORP Ltd. (Form: S-1/A, Received: 01/31/2011 15:38:58)

As filed with the Securities and Exchange Commission on January 31, 2011

Registration Statement No. 333-170141

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NCL CORPORATION LTD.

(Exact name of registrant as specified in its charter)

Bermuda

4400

20-0470163

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

7665 Corporate Center Drive

Miami, Florida 33126

(305) 436-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Daniel S. Farkas

Senior Vice President and General Counsel

NCL Corporation Ltd.

7665 Corporate Center Drive

Miami, Florida 33126

Phone: (305) 436-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

William B. Kuesel, Esq.

O’Melveny & Myers LLP

7 Times Square

New York, New York 10036

(212) 326-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer (Do not check if a smaller reporting company) x		Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)
Ordinary shares, par value $.0012 per share	$250,000,000	$17,825

(1)	Estimated solely for the purposes of calculating the amount of the registration fee pursuant to Rule 457(o).

(2)	Including ordinary shares which may be purchased by the underwriters to cover over-allotments, if any.

(3)	The registration fee was paid in full in connection with the initial filing of this Form S-1 on October 26, 2010.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment No. 2”) to NCL Corporation Ltd.’s Registration Statement on Form S-1 (Registration No. 333-170141) (the “Registration Statement”) is being filed solely to include Exhibits 10.6, 10.7, 10.17, 10.18, 10.25, 10.26, 10.27, 10.32, 10.41, 10.42, 10.45, 10.52, 10.55, 10.56, 10.57, 10.58, 10.59, 10.60 and 10.61 and for the purpose of updating the exhibit index attached to the Registration Statement and referenced in Part II, Item 16(a) of the Registration Statement. This Amendment No. 2 does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly, the prospectus has been omitted and this Amendment No. 2 consists of only the registration statement cover page, this explanatory note and Part II of the Registration Statement.

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by NCL Corporation Ltd. in connection with the issuance and distribution of the securities being registered. All amounts are estimates, except the SEC registration fee.


SEC registration fee	$	17,825
listing fee		*
Transfer agent and registrar fees and expenses		*
Printing and engraving fees and expenses		*
Legal and accounting fees and expenses		*
Financial Industry Regulatory Authority, Inc. filing fee		*
Miscellaneous expenses		*

Total		*

To be completed by amendment.

Item 14.

Indemnification of directors and officers

The Companies Act 1981 of Bermuda requires every officer, including directors, of a company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. The Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void.

Subject to certain provisions of our bye-laws, every director and officer shall be indemnified against all liabilities, loss, damage or expense, including, but not limited to, liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable, incurred or suffered by him as director or officer; provided that the indemnity contained in the bye-laws will not extend to any matter which would render it void under the Companies Act as referred to above. In addition, as permitted by our bye-laws, we maintain insurance for the benefit of our directors, officers or employees in respect of any liability that may be incurred by them arising in connection with the exercise of their duties to the Company.

The underwriting agreement filed as an exhibit to this Registration Statement contains provisions regarding the indemnification of the Company’s directors and officers against certain liabilities under the Securities Act of 1933, as amended, and regarding contribution with respect to payments that the underwriters, dealers or agents or their controlling persons may be required to make in respect of those liabilities.

Item 15.

Recent sales of unregistered securities

In the past three years, we have not sold securities without registration under the Securities Act, except as described below.

On January 7, 2008, we issued 10,000,000 ordinary shares, par value $.0012 per share, to the Apollo Funds for an investment of $1.0 billion. The issuance of these securities was effected without registration under the Securities Act in reliance on the exemption from registration provided under Section 4(2) promulgated thereunder.

II-1

On April 7, 2009, we issued 1,000,000 ordinary shares, par value $.0012 per share, to our then existing shareholders pro-rata in accordance with their then existing percentages of ownership for an aggregate investment of $100.0 million. The issuance of these securities was effected without registration under the Securities Act in reliance on the exemption from registration provided under Section 4(2) promulgated thereunder.

Item 16.

Exhibits and financial statement schedules

(a)

See Exhibit Index.

(b)

Financial statement schedules are not submitted because they are not applicable or because the required information is included in the consolidated financial statements or the notes thereto.

Item 17.

Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes that:

(i)

for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

(ii)

for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on January 31, 2011.


NCL CORPORATION LTD.

By:	*
Name:		Kevin M. Sheehan
Title:		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.


Signature	Title	Date

* Kevin M. Sheehan	President and Chief Executive Officer (Principal Executive Officer)	January 31, 2011

* Wendy A. Beck	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	January 31, 2011

* Tan Sri Lim Kok Thay	Director, Chairman of the Board	January 31, 2011

* David Chua Ming Huat	Director	January 31, 2011

* Marc J. Rowan	Director	January 31, 2011

* Steve Martinez	Director	January 31, 2011

* Adam M. Aron	Director	January 31, 2011

* Walter L. Revell	Director, Chairman of the Audit Committee	January 31, 2011

* Karl Peterson	Director	January 31, 2011



*By:		/ S / D ANIEL S. F ARKAS
Daniel S. Farkas Attorney-in-Fact

S-1

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

1.1*		Underwriting Agreement

3.1*		Form of Amended and Restated Memorandum of Association of NCL Corporation Ltd.

3.2*		Form of Amended and Restated Bye-Laws of NCL Corporation Ltd.

4.1**		Indenture, dated November 12, 2009, by and among NCL Corporation Ltd. as Issuer and Norwegian Dawn Limited, Norwegian Sun Limited, Norwegian Spirit, Ltd. and Norwegian Star Limited as subsidiary guarantors and U.S. Bank National Association as Indenture Trustee with respect to $450.0 million 11.75% Senior Notes due 2016 (incorporated by reference to Exhibit 2.5 to our annual report on Form 20-F filed on February 24, 2010 (File No. 333-128780))

4.2**		Registration Rights Agreement, dated November 12, 2009, by and among NCL Corporation Ltd. and Norwegian Star Limited, Norwegian Spirit, Ltd., Norwegian Sun Limited and Norwegian Dawn Limited, as guarantors and Deutsche Bank Securities, Inc., Barclays Capital, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc. with respect to $450.0 million 11.75% Senior Notes due 2016 (incorporated by reference to Exhibit 2.6 to our annual report on Form 20-F filed on February 24, 2010 (File No. 333-128780))

4.3***		Indenture, dated November 9, 2010, by and among NCL Corporation Ltd. as Issuer and U.S. Bank National Association as Indenture Trustee with respect to $250.0 million 9.50% Senior Notes due 2018

4.4***		Registration Rights Agreement, dated November 9, 2010, by and among NCL Corporation Ltd. and Deutsche Bank Securities Inc. with respect to $250.0 million 9.50% Senior Notes due 2018

4.5*		Form of Certificate of Ordinary Shares

5.1*		Opinion of O’Melveny & Myers LLP

5.2*		Opinion of Cox Hallett Wilkinson

8.1*		Tax opinion of O’Melveny & Myers LLP

10.1**		Euro 298.0 million Pride of America Loans, dated as of April 4, 2003, by and among Ship Holding LLC and a syndicate of international banks and related Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 4(e) to our registration statement on Form F-4 filed on October 3, 2005 (File No. 333-128780)) +

10.2**		Supplemental Amendments, dated June 1, 2005, to Euro 298.0 million Pride of America Loans, dated as of April 4, 2003, by and among Pride of America Ship Holding, Inc., NCL Corporation Ltd. and a syndicate of international banks (incorporated herein by reference to Exhibit 4.6 to our annual report on Form 20-F filed on March 29, 2006 (File No. 333- 128780))

10.3**		Seventh Supplemental Deed to Euro 258.0 million Pride of America Loans and Sixth Supplemental Deed to Euro 40.0 million Pride of America Loans, both dated November 13, 2006, to Euro 298.0 million Pride of America Loans, dated as of April 4, 2003, as amended, by an agreement dated April 20, 2004, by and among Pride of America Ship Holding, Inc. and a syndicate of international banks and related Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 4.27 to our annual report on Form 20-F filed on March 6, 2007 (File No. 333-128780)) +


Exhibit Number		Description of Exhibit

10.4**		Eighth Supplemental Deed to Euro 258.0 million Pride of America Loan and Seventh Supplemental Deed to Euro 40.0 million Pride of America Loan, each dated as of April 4, 2003, each as amended, dated December 21, 2007, by and among Pride of America Ship Holding, Inc., NCL Corporation Ltd. and a syndicate of international banks and related amended and restated Guarantees by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 4.58 to our annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780)) +

10.5**		Ninth Supplemental Deed to Euro 258.0 million Pride of America Loan and Eighth Supplemental Deed to Euro 40.0 million Pride of America Loan, each dated as of April 4, 2003, each as amended, dated April 2, 2009, by and among Pride of America Ship Holding, Inc., NCL Corporation Ltd. and a syndicate of international banks and related amended and restated Guarantee by NCL Corporation Ltd. (incorporated by reference to Exhibit 4.36 to Amendment No. 1 to our annual report on Form 20-F filed on May 25, 2010 (File No. 333-128780)) +

10.6		Tenth Supplemental Deed to Euro 258.0 million Pride of America Loan and Ninth Supplemental Deed to Euro 40.0 million Pride of America Loan, each dated as of April 4, 2003, each as amended, dated July 22, 2010, by and among Pride of America Ship Holding, LLC, NCL Corporation Ltd. and a syndicate of international banks ++

10.7		Eleventh Supplemental Deed to Euro 258.0 million Pride of America Loan and Tenth Supplemental Deed to Euro 40.0 million Pride of America Loan, each dated as of April 4, 2003, each as amended, dated November 18, 2010, by and among Pride of America Ship Holding, LLC, NCL Corporation Ltd. and a syndicate of international banks

10.8**		Merchant Services Bankcard Agreement, dated as of March 26, 2004, among NCL Corporation Ltd., Chase Merchant Services, LLC and JPMorgan Chase Bank (incorporated herein by reference to Exhibit 10(a) to our registration statement on Form F-4 filed on October 3, 2005 (File No. 333-128780))

10.9**		Facility Agreement, dated as of September 23, 2005, in connection with Letters of Credit required by the Merchant Services Bankcard Agreement, by and among NCL Corporation Ltd. and a syndicate of international banks (incorporated herein by reference to Exhibit 4.9 to our annual report on Form 20-F filed on March 29, 2006 (File No. 333-128780))

10.10**		First Supplemental Deed, dated November 13, 2006, to Facility Agreement, dated September 23, 2005, in connection with Letters of Credit required by the Merchant Services Bankcard Agreement, by and among NCL Corporation Ltd. and a syndicate of international banks (incorporated herein by reference to Exhibit 4.29 to our annual report on Form 20-F filed on March 6, 2007 (File No. 333-128780)) +

10.11**		Third Supplemental Deed, dated December 21, 2007, to Facility Agreement, dated as of September 23, 2005, as amended, in connection with Letters of Credit required by the Merchant Services Bankcard Agreement, by and among NCL Corporation Ltd., Norwegian Sun Limited, Norwegian Dawn Limited and a syndicate of international banks (incorporated herein by reference to Exhibit 4.61 to our annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780)) +

10.12**		$334.1 million Norwegian Jewel Loan, dated as of April 20, 2004, by and among Norwegian Jewel Limited and a syndicate of international banks and related Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 4(h) to our registration statement on Form F-4 filed on October 3, 2005 (File No. 333-128780)) +

10.13**		First Supplemental Deed, dated as of September 30, 2005, to $334.1 million Norwegian Jewel Loan, by and among Norwegian Jewel Limited, NCL Corporation Ltd. and a syndicate of international banks (incorporated herein by reference to Exhibit 4.11 to our annual report on Form 20-F filed on March 29, 2006 (File No. 333-128780))


Exhibit Number		Description of Exhibit

10.14**		Second Supplemental Deed, dated April 4, 2006, and Third Supplemental Deed, dated November 13, 2006, to $334.1 million Norwegian Jewel Loan, dated as of April 20, 2004, as amended, by and among Norwegian Jewel Limited and a syndicate of international banks and related Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 4.30 to our annual report on Form 20-F filed on March 6, 2007 (File No. 333-128780)) +

10.15**		Fourth Supplemental Deed, dated December 21, 2007, to $334.1 million Norwegian Jewel Loan, dated as of April 20, 2004, as amended, by and among Norwegian Jewel Limited, NCL Corporation Ltd. and a syndicate of international banks and related amended and restated Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 4.57 to our annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780)) +

10.16**		Fifth Supplemental Deed, dated April 2, 2009, to $334.1 million Norwegian Jewel Loan, dated as of April 20, 2004, as amended, by and among Norwegian Jewel Limited, NCL Corporation Ltd. and a syndicate of international banks and related amended and restated Guarantee by NCL Corporation Ltd. (incorporated by reference to Exhibit 4.35 to Amendment No. 1 to our annual report on Form 20-F filed on May 25, 2010 (File No. 333-128780)) +

10.17		Sixth Supplemental Deed, dated July 22, 2010, to $334.1 million Norwegian Jewel Loan, dated as of April 20, 2004, as amended, by and among Norwegian Jewel Limited, NCL Corporation Ltd. and a syndicate of international banks ++

10.18		Seventh Supplemental Deed, dated November 18, 2010, to $334.1 million Norwegian Jewel Loan, dated as of April 20, 2004, as amended, by and among Norwegian Jewel Limited, NCL Corporation Ltd. and a syndicate of international banks

10.19**		Euro 308.1 million Pride of Hawai’i Loan, dated as of April 20, 2004, as amended, by and among Pride of Hawai’i, Inc. and a syndicate of international banks and related Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 4(i) to our registration statement on Form F-4 filed on October 3, 2005 (File No. 333-128780)) +

10.20**		Second Supplemental Deed, dated as of September 30, 2005, to Euro 308.1 million Pride of Hawai’i Loan, by and among Pride of Hawai’i, Inc., NCL Corporation Ltd. and a syndicate of international banks (incorporated herein by reference to Exhibit 4.13 to our annual report on Form 20-F filed on March 29, 2006 (File No. 333-128780))

10.21**		Third Supplemental Deed, dated November 13, 2006, to Euro 308.1 million Pride of Hawai’i Loan, dated as of April 20, 2004, as amended, by and among Pride of Hawai’i, Inc. and a syndicate of international banks and related Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 4.31 to our annual report on Form 20-F filed on March 6, 2007 (File No. 333-128780)) +

10.22**		Fourth Supplemental Deed, dated December 21, 2007, to Euro 308.1 million Pride of Hawai’i Loan, dated as of April 20, 2004, as amended, by and among Pride of Hawai’i, Inc., NCL Corporation Ltd. and a syndicate of international banks and related amended and restated Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 4.59 to our annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780)) +

10.23**		Fifth Supplemental Deed, dated February 10, 2008, to Euro 308.1 million Pride of Hawai’i Loan, dated as of April 20, 2004, as amended, by and among Pride of Hawai’i, Inc., NCL Corporation Ltd. and a syndicate of international banks (incorporated herein by reference to Exhibit 4.60 to our annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780)) +

10.24**		Sixth Supplemental Deed, dated April 2, 2009, to Euro 308.1 million Pride of Hawai’i Loan, dated as of April 20, 2004, as amended, by and among Pride of Hawai’i, Inc., NCL Corporation Ltd. and a syndicate of international banks and related amended and restated Guarantee by NCL Corporation Ltd. (incorporated by reference to Exhibit 4.37 to Amendment No. 1 to our annual report on Form 20-F filed on May 25, 2010 (File No. 333-128780)) +


Exhibit Number		Description of Exhibit

10.25		Seventh Supplemental Deed, dated October 19, 2009, to Euro 308.1 million Pride of Hawai’i Loan, dated as of April 20, 2004, as amended, by and among Pride of Hawai’i, Inc., NCL Corporation Ltd. and a syndicate of international banks

10.26		Eighth Supplemental Deed, dated July 22, 2010, to Euro 308.1 million Pride of Hawai’i Loan, dated as of April 20, 2004, as amended, by and among Pride of Hawai’i, LLC, NCL Corporation Ltd. and a syndicate of international banks ++

10.27		Ninth Supplemental Deed, dated November 18, 2010, to Euro 308.1 million Pride of Hawai’i Loan, dated as of April 20, 2004, as amended, by and among Pride of Hawai’i, LLC, NCL Corporation Ltd. and a syndicate of international banks

10.28**		Up to Euro 624.0 million Norwegian Pearl and Norwegian Gem Revolving Loan Facility Agreement, dated October 7, 2005, by and among NCL Corporation Ltd. and a syndicate of international banks (incorporated herein by reference to Exhibit 4.24 to our annual report on Form 20-F filed on March 29, 2006 (File No. 333-128780))

10.29**		First Supplemental Deed, dated November 13, 2006, to up to Euro 624.0 million Norwegian Pearl and Norwegian Gem Revolving Loan Facility Agreement, dated October 7, 2005, as amended, by and among NCL Corporation Ltd. and a syndicate of international banks (incorporated herein by reference to Exhibit 4.32 to our annual report on Form 20-F filed on March 6, 2007 (File No. 333-128780)) +

10.30**		Second Supplemental Deed, dated December 21, 2007, to Euro 624.0 million Norwegian Pearl and Norwegian Gem Revolving Loan Facility Agreement, dated as of October 7, 2005, as amended, by and among NCL Corporation Ltd., Norwegian Pearl, Ltd., Norwegian Gem, Ltd. and a syndicate of international banks and related amended and restated Guarantees by Norwegian Pearl, Ltd. and Norwegian Gem, Ltd. (incorporated herein by reference to Exhibit 4.55 to our annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780)) +

10.31**		Third Supplemental Deed, dated April 2, 2009, to Euro 624.0 million Norwegian Pearl and Norwegian Gem Revolving Loan Facility Agreement, dated as of October 7, 2005, as amended, by and among NCL Corporation Ltd., Norwegian Pearl, Ltd., Norwegian Gem, Ltd. and a syndicate of international banks (incorporated by reference to Exhibit 4.34 to Amendment No. 1 to our annual report on Form 20-F filed on May 25, 2010 (File No. 333-128780)) +

10.32		Fourth Supplemental Deed, dated July 22, 2010, to Euro 624.0 million Norwegian Pearl and Norwegian Gem Revolving Loan Facility Agreement, dated as of October 7, 2005, as amended, by and among NCL Corporation Ltd., Norwegian Pearl, Ltd., Norwegian Gem, Ltd. and a syndicate of international banks ++

10.33**		Shipbuilding Contract for Hull No. D33, dated September 7, 2006, by and between F3 Two, Ltd. and Aker Yards S.A., and AOM No. 1, dated September 7, 2006, AOM No. 2, dated September 7, 2006, AOM No. 3, dated September 7, 2006, and AOM No. 4, dated September 7, 2006 (incorporated herein by reference to Exhibit 4.44 to our annual report on Form 20-F filed on March 6, 2007 (File No. 333-128780)) +

10.34**		Side Letter Agreement, dated as of September 7, 2006, by and between, F3 One, Ltd., F3 Two, Ltd. and Aker Yards S.A. (incorporated herein by reference to Exhibit 4.45 to our annual report on Form 20-F filed on March 6, 2007 (File No. 333-128780)) +

10.35**		Amendment No. 1, dated May 22, 2007, to Shipbuilding Contract for Hull No. D33, dated September 7, 2006, by and between F3 Two, Ltd. and Aker Yards S.A. (incorporated herein by reference to Exhibit 4.66 to our annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780)) +


Exhibit Number		Description of Exhibit

10.36**		AOM No. 5, dated November 11, 2007, AOM No. 11, dated November 6, 2007, AOM No. 12, dated November 6, 2007, AOM No. 13, Revision C, dated November 6, 2007, AOM No. 13, Revision D, dated December 15, 2007, AOM No. 14, dated November 6, 2007, AOM No. 16, dated November 6, 2007, AOM No. 18, dated November 6, 2007, AOM No. 18 A, dated December 15, 2007, AOM No. 19, dated November 6, 2007, AOM No. 22, dated November 6, 2007, AOM No. 25, dated November 6, 2007, AOM No. 28 A, dated December 15, 2007, to Shipbuilding Contract for Hull No. D33, dated September 7, 2006, by and between F3 Two, Ltd. and Aker Yards S.A. (incorporated herein by reference to Exhibit 4.68 to our annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780)) +

10.37**		Euro 662.9 million Syndicated Loan Facility, dated September 22, 2006, by and among F3 Two, Ltd. and a syndicate of international banks and related Guarantee by NCL Corporation Ltd., for the construction of Hull D33 at Aker Yards S.A. (incorporated herein by reference to Exhibit 4.34 to our annual report on Form 20-F filed on March 6, 2007 (File No. 333-128780)) +

10.38**		First Supplemental Deed, dated December 21, 2007, to Euro 662.9 million F3 Two Loan, dated as of September 22, 2006, as amended, by and among F3 Two, Ltd., NCL Corporation Ltd. and a syndicate of international banks and related amended and restated Guarantee by NCL Corporation Ltd. (incorporated herein by reference to Exhibit 4.63 to our annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780)) +

10.39**		Second Supplemental Deed, dated April 24, 2008, to Euro 662.9 million F3 Two Loan, dated as of September 22, 2006, as amended, by and among F3 Two, Ltd., NCL Corporation Ltd. and a syndicate of international banks (incorporated herein by reference to Exhibit 4.70 to our annual report on Form 20-F filed on April 7, 2009 (File No. 333-128780)) +

10.40**		Third Supplemental Deed, dated April 2, 2009, to Euro 662.9 million F3 Two Loan, dated as of September 22, 2006, as amended, by and among F3 Two, Ltd., NCL Corporation Ltd. and a syndicate of international banks and related amended and restated Guarantee by NCL Corporation Ltd. (incorporated by reference to Exhibit 4.33 to Amendment No. 1 to our annual report on Form 20-F filed on May 25, 2010 (File No. 333-128780)) +

10.41		Fourth Supplemental Deed, dated June 9, 2010, to Euro 662.9 million F3 Two Loan, dated as of September 22, 2006, as amended, by and among Norwegian Epic, Ltd., NCL Corporation Ltd. and a syndicate of international banks ++

10.42		Fifth Supplemental Deed, dated July 22, 2010, to Euro 662.9 million F3 Two Loan, dated as of September 22, 2006, as amended, by and among Norwegian Epic, Ltd., NCL Corporation Ltd. and a syndicate of international banks ++

10.43**		Office Lease Agreement, dated as of November 27, 2006, by and between NCL (Bahamas) Ltd. and Hines Reit Airport Corporate Center LLC and related Guarantee by NCL Corporation Ltd., and First Amendment, dated November 27, 2006 (incorporated herein by reference to Exhibit 4.46 to our annual report on Form 20-F filed on March 6, 2007 (File No. 333-128780)) +

10.44**		Amendment No. 1, dated December 1, 2006, Amendment No. 2, dated March 20, 2007, Amendment No. 3, dated July 31, 2007, and Amendment No. 4, dated December 10, 2007, to Office Lease Agreement, dated December 1, 2006, by and between Hines Reit Airport Corporate Center LLC and NCL (Bahamas) Ltd. (incorporated herein by reference to Exhibit 4.64 to our annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780)) +

10.45		Amendment No. 5, dated February 2, 2010, to Office Lease Agreement, dated December 1, 2006, by and between Hines Reit Airport Corporate Center LLC and NCL (Bahamas) Ltd.


Exhibit Number		Description of Exhibit

10.46**		Reimbursement and Distribution Agreement, dated August 17, 2007, by and among NCL Investment Ltd., Star Cruises Limited and NCL Corporation Ltd. (incorporated herein by reference to Exhibit 4.49 to our annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780))

10.47**		Shareholders’ Agreement, dated August 17, 2007, by and among NCL Investment Ltd., Star Cruises Limited and NCL Corporation Ltd. (incorporated herein by reference to Exhibit 4.48 to our annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780))

10.48**		Joinder, dated January 7, 2008, to the Shareholders’ Agreement, dated August 17, 2007, by and among NCL Corporation Ltd. and Star NCLC Holdings Ltd. (incorporated herein by reference to Exhibit 4.52 to our annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780))

10.49**		Joinder, dated January 7, 2008, to the Shareholders’ Agreement, dated August 17, 2007, by and among NCL Corporation Ltd. and NCL Investment II Ltd. (incorporated herein by reference to Exhibit 4.53 to our annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780))

10.50**		Joinder, dated January 8, 2008, to the Shareholders’ Agreement, dated August 17, 2007, by and among NCL Corporation Ltd. and TPG Viking I, L.P., TPG Viking II, L.P. and TPG Viking AIV III, L.P. (incorporated herein by reference to Exhibit 4.51 to our annual report on Form 20-F filed on March 13, 2008 (File No. 333-128780))

10.51**		Bareboat Charter Agreement, dated January 2, 2009, by and between Ample Avenue Limited and NCL (Bahamas) Ltd. (incorporated herein by reference to Exhibit 4.73 to our annual report on Form 20-F filed on April 7, 2009 (File No. 333-128780)) +

10.52		Bareboat Charter Agreement, dated August 27, 2010, by and between Ample Avenue Limited and NCL (Bahamas) Ltd. ++

10.53**		$750.0 million Credit Agreement, dated October 28, 2009, by and among NCL Corporation Ltd., various lenders and Nordea Bank Norge ASA (incorporated by reference to Exhibit 4.39 to Amendment No. 1 to our annual report on Form 20-F filed on May 25, 2010 (File No. 333-128780)) +

10.54**		First Lien Intercreditor Agreement, dated November 12, 2009, by and among Nordea Bank Norge ASA and U.S. Bank National Association (incorporated by reference to Exhibit 4.38 to our annual report on Form 20-F filed on February 24, 2010 (File No. 333-128780))

10.55		Shipbuilding Contract for Hull No. S.678, dated September 24, 2010, by and among Meyer Werft GMBH, Breakaway One, Ltd. and NCL Corporation Ltd. ++

10.56		Shipbuilding Contract for Hull No. S.692, dated September 24, 2010, by and among Meyer Werft GMBH, Breakaway Two, Ltd. and NCL Corporation Ltd. ++

10.57		Euro 529.8 million Breakaway One Credit Agreement, dated November 18, 2010, by and among Breakaway One, Ltd. and a syndicate of international banks and related Guarantee by NCL Corporation Ltd. ++

10.58		Euro 529.8 million Breakaway Two Credit Agreement, dated as of November 18, 2010, by and among Breakaway Two, Ltd. and a syndicate of international banks and related Guarantee by NCL Corporation Ltd. ++

10.59		First Amendment, dated December 21, 2010, to Euro 529.8 million Breakaway Two Credit Agreement, dated as of November 18, 2010, by and among Breakaway Two, Ltd. and a syndicate of international banks and a related Guarantee by NCL Corporation Ltd.

10.60		Euro 126.1 million Pride of Hawai’i Credit Agreement, dated November 18, 2010, by and among Pride of Hawaii, LLC and a syndicate of international banks and related Guarantee by NCL Corporation Ltd. ++


Exhibit Number		Description of Exhibit

10.61		Euro 126.1 million Norwegian Jewel Credit Agreement, dated November 18, 2010, by and among Norwegian Jewel Limited and a syndicate of international banks and related Guarantee by NCL Corporation Ltd. ++

21.1***		List of Subsidiaries of NCL Corporation Ltd.

23.1***		Consent of PricewaterhouseCoopers LLP

23.2*		Consent of O’Melveny & Myers LLP (included in Exhibit 5.1)

23.3*		Consent of Cox Hallett Wilkinson (included in Exhibit 5.2)

24.1***		Powers of attorney

+	Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.

++	Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions will be filed separately with the SEC.

*	To be filed by amendment.

**	Incorporated by reference.

***	Previously filed.

Exhibit 10.6

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

[**]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PREVIOUSLY GRANTED BY THE COMMISSION AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

DATED 22 JULY 2010

PRIDE OF AMERICA SHIP HOLDING, LLC

(as borrower)

NCL CORPORATION LTD.

(as guarantor)

THE SEVERAL BANKS

(particulars of which are set out in Schedule 1)

(as lenders)

HSBC BANK PLC

(as agent)

COMMERZBANK AKTIENGESELLSCHAFT

(as Hermes agent)

HSBC BANK PLC

(as trustee)

TENTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)

SECURED LOAN AGREEMENT

dated 4 April 2003 for the equivalent amount in

United States Dollars and/or Euro of up to €258,000,000

pre- and post redelivery finance for one 1,075 cabin luxury cruise vessel

identified with no 7671 and working title “Project America”

at the yard of Lloyd Werft Bremerhaven GmbH

(now named “PRIDE OF AMERICA”)






				[]**

CONTENTS


		Page

1	Definitions and Construction		2

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents		2

3	Conditions Precedent		3

4	Representations and Warranties		6

5	Fee and Expenses		7

6	Further Assurance		8

7	Counterparts		8

8	Notices		8

9	Governing Law		9

10	Jurisdiction		9

Schedule 1	The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders		12

Schedule 2	Amendment of Original Loan Agreement		14

Schedule 3	Amendment of Original Guarantee		18

Schedule 4	Repayment Schedule calculated using the Application of Proceeds Formulation		19

Schedule 5	Repayment Schedule for the purpose of calculating the amount of the Margin payable		20

TENTH SUPPLEMENTAL DEED

DATED 22 July 2010

BETWEEN:

(1)	PRIDE OF AMERICA SHIP HOLDING, LLC of Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America as borrower (the “Borrower” );

(2)	NCL CORPORATION LTD. of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as guarantor (the “Guarantor” );

(3)	THE SEVERAL BANKS particulars of which are set out in Schedule 1 as lenders (collectively the “Lenders” and each individually a “Lender” );

(4)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as agent (the “Agent” );

(5)	COMMERZBANK AKTIENGESELLSCHAFT of Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of Germany as agent (the “Hermes Agent” ); and

(A)	(6) HSBC BANK PLC of 8 Canada Square, London E14 5HQ as trustee for itself and the Lenders (as hereinafter defined) (the “Trustee” ).

WHEREAS :

(A)

By a loan agreement dated 4 April 2003 as amended and/or restated by a first supplemental agreement thereto dated 20 April 2004, a second supplemental agreement thereto dated 1 July 2004, a third supplemental agreement thereto dated 1 June 2005 (the “Third Supplement” ), a fourth supplemental agreement thereto dated 3 August 2005, a fifth supplemental agreement thereto dated as of 30 September 2005, a sixth supplemental agreement thereto dated 22 December 2005, a seventh supplemental agreement dated 13 November 2006, an eighth supplemental agreement thereto dated 21 December 2007 and a ninth supplemental agreement thereto dated 2 April 2009 entered into between the Borrower or its predecessor Ship Holding LLC ( “SHLLC” ) as borrower, the Lenders as lenders, the Agent as agent for (among others) the Lenders, the Hermes Agent as agent for (among others) the Lenders and the Trustee as trustee for (among others) the Lenders (the “Original Loan Agreement” ), the Lenders granted to the Borrower a secured loan in the maximum amount of the equivalent in Dollars and/or Euro of two hundred and fifty eight million Euro (€258,000,000) (the “Loan” ) to part-finance the completion by the Builder of the Vessel for the Contract Price (as such terms are defined in the Original Loan Agreement) on the terms and conditions therein contained. The repayment of the Loan by the Borrower has been secured by (among other things) a guarantee and indemnity dated 23 April 2004 granted by the Guarantor as amended, supplemented and/or restated from time to time (the “Original Guarantee” ) and a first preferred mortgage dated 1 June 2005 and effective 7 June 2005 as amended and/or supplemented from time to time (the “Mortgage” ).

(B)

The Guarantor has requested the Lenders, the Agent, the Hermes Agent and the Trustee, among other things, to consent to the amendment of the definition of Permitted Indebtedness (as defined in the Original Loan Agreement), to enable any member(s) of the NCLC Group to order the New Vessels (as defined in the Loan Agreement) (or either of them), and to allow the Guarantor to pay dividends after the listing of the ordinary capital stock of the Guarantor on an Approved Stock Exchange (as defined in the Original Guarantee).

(C)	The consent of the Lenders, the Agent, the Hermes Agent and the Trustee is given in respect of the above matters on the terms of this tenth supplement to the Original Loan Agreement (this “Deed” ) which shall be executed as a deed.

NOW THIS DEED WITNESSES as follows:

1	Definitions and Construction

1.1

In this Deed including the preamble and recitals hereto (unless the context otherwise requires) any term or expression defined in the preamble or the recitals shall have the meaning ascribed to it therein and terms and expressions not defined herein but whose meanings are defined in the Original Loan Agreement shall have the meanings set out therein. In addition, the following terms and expressions shall have the meanings set out below:

“Application of Proceeds Formulation” means the formulation set out in Clause 3.3;

“Effective Date” means the date on which the conditions precedent set out in Clause 3.1 are fulfilled to the satisfaction of the Agent or waived by the Agent pursuant to Clause 3.2;

“Guarantee” means the Original Guarantee as amended by this Deed;

“Loan Agreement” means the Original Loan Agreement as amended by this Deed;

“Maximum Amount of the Delayed Principal Amount” shall have the meaning to be specified for such term in the Loan Agreement; and

“New Process Agent” means EC3 Services Limited whose registered office is presently at 51 Eastcheap, London EC3M 1JP.

1.2

The provisions of clauses 1.2, 1.3 and 17.11 of the Loan Agreement shall apply hereto (mutatis mutandis).

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents

2.1

Subject to Clause 3.1, the parties hereto agree that immediately upon and with effect from the Effective Date:

2.1.1

the Original Loan Agreement and the Original Guarantee shall be read and construed as if the definitions or clauses referred to in the first column of Schedule 2 or Schedule 3 to this Deed (as the case may be) had been inserted or amended to read as set out in the second column of Schedule 2 or Schedule 3 to this Deed (as the case may be);

2.1.2

schedule 10 to the Original Loan Agreement had been deleted and substituted with Schedule 4 to this Deed; and

2.1.3

a new schedule 11 had been added to the Original Loan Agreement in the form of Schedule 5 to this Deed.

2.2

Each of the Borrower and the Guarantor hereby confirms to the Lenders, the Agent, the Hermes Agent and the Trustee that with effect from the Effective Date:

2.2.1

all references to the Original Loan Agreement or the Original Guarantee in the other Security Documents shall be construed as references to the Loan Agreement or the Guarantee (as the case may be) and all terms used in such Security Documents whose meanings are defined by reference to the Original Loan Agreement shall be defined by reference to the Loan Agreement;

2.2.2

the Security Documents (in some cases, in the case of the Borrower, by virtue of the Merger (as defined in the Third Supplement)) to which it is a party shall apply to, and extend to secure, the whole of the Outstanding Indebtedness as defined in clause 1.1 of the Loan Agreement until it has been repaid or paid in full to the Lenders (or to the Agent on their behalf) and the Agent;

2.2.3

its obligations under the Security Documents to which it is a party (in some cases, in the case of the Borrower, by virtue of the Merger) shall not be discharged, impaired or otherwise affected by reason of the execution of this Deed or of any of the documents or transactions contemplated hereby and in particular but without limitation by the granting of time to the Borrower under the Original Loan Agreement; and

2.2.4

its obligations under the Security Documents to which it is a party (in some cases, in the case of the Borrower, by virtue of the Merger) shall remain in full force and effect as security for the obligations of the Borrower under the Loan Agreement and the other Security Documents as amended by this Deed.

2.3

Except as expressly amended hereby or pursuant hereto the Original Loan Agreement, the Original Guarantee and the other Security Documents shall remain in full force and effect and nothing herein contained shall relieve the Borrower, the Guarantor or any other Obligor from any of its respective obligations under any such documents.

3	Conditions Precedent

3.1

The amendment of the Original Loan Agreement and the Original Guarantee provided for in Clause 2 is conditional upon and shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it:

3.1.1

on the date of this Deed:

(a)

one (1) counterpart of this Deed duly executed by the parties hereto;

(b)

a written confirmation from the New Process Agent that it will act for each of the Borrower and the Guarantor as agent for service of process in England in respect of this Deed and the documents to be executed pursuant hereto;

(c)

evidence that each of the Lenders has received payment of the handling/work fee to which it is entitled as more particularly described in Clause 5.1; and

(d)

the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties” ):

(i)

Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a certificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required;

(ii)

a notarially attested secretary’s certificate of each of the Relevant Parties:

(1)

attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed;

(2)

giving the names of its present officers and directors;

(3)

setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed;

(4)

giving the legal owner of its shares and the number of such shares held;

(5)

attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the members or shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; and

(6)

containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party;

or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the members or shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and

(iii)

the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested;

3.1.2

evidence that the Cash Sweep Credit Facilities have been cancelled and/or prepaid pro rata based on the Maximum Amount of the Delayed Principal Amount (as defined in the facility agreement for each Cash Sweep Credit Facility) for each Cash Sweep Credit Facility (or, if applicable, tranche thereof) by an aggregate amount of one hundred million Dollars (USD100,000,000);

3.1.3

a ninth amendment to the Mortgage duly executed and lodged for recordation at the United States Coast Guard National Vessel Documentation Center;

3.1.4

a Certified Copy of a confirmation in respect of each of the Hermes Vessel Owner Second Guarantees duly executed by the owners of the Hermes Vessels other than the Borrower;

3.1.5

a confirmation from the Hermes Agent that the consent of Hermes has been obtained for the amendments to the Original Loan Agreement and the Original Guarantee contemplated by this Deed;

3.1.6

evidence that all the conditions precedent to the amendment of each facility agreement and, if applicable, guarantee in respect of each NCLC Group Credit Facility have been satisfied; and

3.1.7

agreement to the issue of such favourable written legal opinions including in respect of Bermuda, the Isle of Man, Delaware, the United States of America and England in such form as the Agent may require relating to all aspects of the transactions contemplated hereby governed by any applicable law,

PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date (subject to Clause 3.2) other than that Event of Default waived by the Agent pursuant to the letters dated 9 March 2004 and 20 April 2004 from the Agent to SHLLC.

3.2

amendment of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a waiver of the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Hermes Agent, the Trustee or the Lenders any obligation to permit the amendment in the absence of such documents or evidence.

3.3

The amount of the Loan to be prepaid pursuant to Clause 3.1.2 shall constitute a prepayment pursuant to clause 4.10 of the Loan Agreement and such prepayment and any further prepayments to be made pursuant to clause 4.10 of the Loan Agreement shall be applied:

3.3.1

entirely to the Delayed Principal Amount; and

3.3.2

in forward order of maturity with respect to the dates of the Revised Repayments.

For illustrative purposes:

(a)

any prepayment made pursuant to Clause 3.1.2 shall be applied to the repayment of the Delayed Principal Amount in an amount equal to the difference between the amounts in the third column ( Originally Scheduled Repayments ) and the fifth column ( Revised Repayments ) of schedule 10 to the Original Loan Agreement of each Revised Repayment i.e. in the amount of USD7,260,085.71 from 6 June 2014;

(b)

a revised repayment schedule (schedule 10 to the Loan Agreement and Schedule 4 to this Deed) will show the application of the amounts of the Loan to be prepaid pursuant to Clause 3.1.2 and the amount of each Revised Repayment to be made after such prepayment; and

(c)

a revised repayment schedule (schedule 11 to the Loan Agreement and Schedule 5 to this Deed) will show the application of the amounts of the Loan to be prepaid pursuant to Clause 3.1.2 in so far as they relate to the calculation of the amount of the Margin to be paid after such prepayment.

4	Representations and Warranties

4.1

Each of the Borrower and the Guarantor represents and warrants to the Lenders, the Agent, the Hermes Agent and the Trustee that:

4.1.1

it has the power to enter into and perform this Deed and the transactions and documents contemplated hereby and has taken all necessary action to authorise the entry into and performance of this Deed and such transactions and documents;

4.1.2

this Deed constitutes and each other document contemplated hereby to which it is a party will, when executed, constitute its legal, valid and binding obligations enforceable in accordance with its terms;

4.1.3

its entry into and performance of this Deed and the transactions and documents contemplated hereby do not and will not conflict with:

(a)

any law or regulation or any official or judicial order; or

(b)

its constitutional documents; or

(c)

any agreement or document to which it is a party or which is binding upon it or any of its assets,

nor result in the creation or imposition of any Encumbrance on it or its assets pursuant to the provisions of any such agreement or document and in particular but without prejudice to the foregoing the entry into and performance of this Deed and the transactions and documents contemplated hereby and thereby will not render invalid, void or voidable any security granted by it to the Trustee;

4.1.4

except for the recordation of the amendment to the Mortgage with the United States Coast Guard National Vessel Documentation Center, all authorisations, approvals, consents, licences, exemptions, filings, registrations, notarisations and other matters, official or otherwise, required in connection with the entry into, performance, validity and enforceability of this Deed and each of the other documents contemplated hereby and thereby and the transactions contemplated hereby and thereby have been obtained or effected and are in full force and effect;

4.1.5

all information furnished by it to the Agent or its agents relating to the business and affairs of an Obligor in connection with this Deed and the other documents contemplated hereby and thereby was and remains true and correct in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading; and

4.1.6

it has fully disclosed in writing to the Agent all facts relating to its business which it knows or should reasonably know and which might reasonably be expected to influence the Lenders, the Agent, the Hermes Agent and/or the Trustee in deciding whether or not to enter into this Deed.

5	Fee and Expenses

5.1

The Borrower shall pay to each of the Lenders (directly or through the Agent) on the date of this Deed a non-refundable handling/work fee of [*] provided that a Lender which is the provider of any other loan or other facility to the Borrower or any other member of the NCLC Group shall only be entitled to receive one (1) such fee of [*]. Notwithstanding any provision of this Deed, the Original Loan Agreement, the Loan Agreement or the Agency and Trust Deed to the contrary, no Lender shall be required to share with the other Lenders, the Agent, the Hermes Agent and/or the Trustee any such handling/work fee received.

5.2

The Borrower and the Guarantor jointly and severally undertake to reimburse the Lenders, the Agent, the Hermes Agent and the Trustee on demand on a full indemnity basis for the reasonable charges and expenses (together with value added tax or any similar tax thereon and including without limitation the fees and expenses of legal and other advisers) incurred by the Lenders, the Agent, the Hermes Agent and/or the Trustee in respect of, or in connection with, the negotiation, preparation, printing, execution, registration and enforcement of this Deed and any other documents required in connection with the implementation of this Deed.

5.3

The Borrower and the Guarantors jointly and severally undertake to reimburse the Agent, the Hermes Agent, the Trustee and the Lenders on demand of the Agent on a full indemnity basis for all charges and expenses (together with value added tax or any similar tax thereon and including without limitation the fees and expenses of legal advisers) incurred by the Agent, the Hermes Agent, the Trustee and/or the Lenders in respect of, or in connection with the enforcement of, or the preservation of any rights under this Deed.

6	Further Assurance

Each of the Borrower and the Guarantor will, from time to time on being required to do so by the Agent, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form satisfactory to the Agent and the Hermes Agent as the Agent and the Hermes Agent may reasonably consider necessary for giving full effect to this Deed or any of the documents contemplated hereby or securing to the Lenders, the Agent, the Hermes Agent and/or the Trustee the full benefit of the rights, powers and remedies conferred upon the Lenders, the Agent, the Hermes Agent and/or the Trustee in any such document.

7	Counterparts

This Deed may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement.

8	Notices

8.1

Any notice, demand or other communication (unless made by telefax) to be made or delivered to the Borrower and/or the Guarantor pursuant to this Deed shall (unless the Borrower or the Guarantor has by fifteen (15) days’ written notice to the Agent specified another address) be made or delivered to the Borrower and/or the Guarantor at/c/o 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked for the attention of the Chief Financial Officer and the Legal Department) (but one (1) copy shall suffice) with a copy to the Investors c/o Apollo Management, LP, 9 West 57th Street, 43rd Floor, New York, NY 10019, United States of America (marked for the attention of Mr Steve Martinez). Any notice, demand or other communication to be made or delivered by the Borrower or the Guarantor pursuant to this Deed shall (unless the Agent, the Hermes Agent or the Trustee has by fifteen (15) days’ written notice to the Borrower or the Guarantor specified another address) be made or delivered to the Agent, the Hermes Agent or the Trustee at its Office, the details of which are set out in Schedule 1.

8.2

the purpose and shall be deemed to have been received when transmission of such telefax communication has been completed. Each such telefax communication, if made to the Agent, the Hermes Agent or the Trustee by the Borrower or the Guarantor shall be signed by the person or persons authorised in writing by the Borrower or the Guarantor (as the case may be) and whose signature appears on the list of specimen signatures contained in the secretary’s certificate required to be delivered by Clause 3 and shall be expressed to be for the attention of the department or officer whose name has been notified for the time being for that purpose by the Agent, the Hermes Agent or the Trustee to the Borrower and the Guarantor.

8.3

The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement shall apply to this Deed.

9	Governing Law

This Deed and any non-contractual obligations arising from or in connection with it shall be governed by English law.

10	Jurisdiction

10.1

The courts of England have exclusive jurisdiction to settle any dispute:

10.1.1

arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed); or

10.1.2

relating to any non-contractual obligations arising from or in connection with this Deed,

(a “Dispute” ). Each party to this Deed agrees that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

This Clause 10.1 is for the benefit of the Lenders, the Agent, the Hermes Agent and the Trustee only. As a result, no such party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, any such party may take concurrent proceedings in any number of jurisdictions.

10.2

None of the Borrower or the Guarantor may, without the Agent’s prior written consent, terminate the appointment of the New Process Agent; if the New Process Agent resigns or its appointment ceases to be effective, the Borrower and/or the Guarantor (as the case may be) shall within fourteen (14) days appoint a company which has premises in London and has been approved by the Agent to act as the Borrower’s and/or the Guarantor’s (as the case may be) process agent with unconditional authority to receive and acknowledge service on behalf of the Borrower and/or the Guarantor of all process or other documents connected with proceedings in the English courts which relate to this Deed.

10.3

Agent or any Lender) to act as the Borrower’s or the Guarantor’s (as the case may be) process agent in England with the unconditional authority described in Clause 10.2.

10.4

No neglect or default by a process agent appointed or designated under this Clause (including a failure by it to notify the Borrower or the Guarantor (as the case may be) of the service of any process or to forward any process to the Borrower or the Guarantor (as the case may be)) shall invalidate any proceedings or judgment.

10.5

Each of the Borrower and the Guarantor appoints in the case of the courts of England the New Process Agent to receive, for and on its behalf, service of process in England of any legal proceedings with respect to this Deed.

10.6

A judgment relating to this Deed which is given or would be enforced by an English court shall be conclusive and binding on the Borrower and/or the Guarantor (as the case may be) and may be enforced without review in any other jurisdiction.

10.7

Nothing in this Clause shall exclude or limit any right which the Agent, the Lenders, the Hermes Agent or the Trustee may have (whether under the laws of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.

10.8

In this Clause “judgment” includes order, injunction, declaration and any other decision or relief made or granted by a court.

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed on the day and year first before written.


SIGNED SEALED and DELIVERED as a DEED				)
By Micha Withoft				)
for and on behalf of				)/s/ Micha Withoft
PRIDE OF AMERICA SHIP HOLDING, LLC				)
in the presence of:				)
/s/ David Griffiths
David Griffiths
One St. Paul’s Churchyard
London
EC4M 8SH

SIGNED SEALED and DELIVERED as a DEED				)
By Micha Withoft				)
for and on behalf of				)/s/ Micha Withoft
NCL CORPORATION LTD.				)
in the presence of:				)
/s/ David Griffiths David Griffiths
As Above


SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
COMMERZBANK AKTIENGESELLSCHAFT		)
as a Lender		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As Above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
KFW		)
in the presence of:		)
/s/ David Griffiths David Griffiths		)
As Above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
HSBC BANK PLC		)
as a Lender		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As Above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
HSBC BANK PLC		)
as the Agent and the Trustee		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As Above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
COMMERZBANK AKTIENGESELLSCHAFT		)
as the Hermes Agent		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As Above

Schedule 1

The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders

Name and address

Agent

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Hermes Agent

COMMERZBANK

AKTIENGESELLSCHAFT

Corporate Banking

Structured Export and Trade Finance

Kaiserplatz

60261 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 1362 3742
Attn:		Mr Klaus-Dieter Schmedding
Email:		exportfinance@commerzbank.com

Trustee

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Restructuring Trustee

DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482894
Attn:		Mrs Solveig Nuland Knoff
Email:		solveig.knoff@dnbnor.no

Lenders

COMMERZBANK AKTIENGESELLSCHAFT

Global Shipping

Domstrasse 18

20095 Hamburg

Federal Republic of Germany


Fax:		+49 40 3769 9649
Attn:		Mr Stefan Kuch/Mr Martin Hugger/Mrs Anne Randewig
Email:		shipfinance@commerzbank.com

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

KFW

Palmengartenstrasse 5-9

60325 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 7431 3768/2944
Attn:		Mr Josef Schmid/Ms Claudia Wenzel
Email:		josef.schmid@kfw.de/claudia.wenzel@kfw.de

Schedule 2

Amendment of Original Loan Agreement


Clause/Definition		Amendment

Clause 1.1, definition of “Application of Proceeds Formulation”		means the following formulation for the application of any amount of the Loan to be prepaid pursuant to Clause 4.10: (i) entirely to the Delayed Principal Amount; and (ii) in respect of any prepayment of the Loan to be made pursuant to clause 3.1.2 of the Tenth Supplemental Deed, in forward order of maturity with respect to the dates of the Revised Repayments; and (iii) in respect of any other prepayment of the Loan to be made pursuant to Clause 4.10, in forward order of maturity with respect to the dates of the Revised Repayments, subject to the approval of all of the Lenders in respect of each such prepayment and, if the approval of all of the Lenders is not obtained, in inverse order of maturity with respect to the dates of the Revised Repayments;

Clause 1.1, definition of “Margin” (paragraph (ii))		(ii) from 1 January 2009 until 31 December 2009 inclusive the rate of two point two five per cent (2.25%) per annum and thereafter two point seven five per cent (2.75%) per annum on the Delayed Principal Amount; notwithstanding the provisions of the penultimate paragraph of Clause 4.10 (as more particularly described in the final paragraph of Clause 4.10);

Clause 1.1, definition (new) of “Maximum Amount of the Delayed Principal Amount”		means USD50,820,600.00;

Clause 1.1, definition (new) of “New Vessels”		means the two (2) newbuild cruise vessels each not larger than m.v. “NORWEGIAN EPIC” (ex hull no C33 (sometimes known as D33) at STX France S.A.) in terms of number of passenger cabins or gross or net tonnage, not on order by a member of the NCLC Group as of the Effective Date (as defined in the Tenth Supplemental Deed);


Clause/Definition		Amendment

Clause 1.1, definition of “Permitted Indebtedness”		means (i) any monies borrowed or raised other than from any direct or indirect shareholder of the Borrower prior to the date on which the last of the Ninth Supplemental Deed and the Amendment Documents have been signed by all the parties thereto and notified by the Borrower to the Agent prior to such date; (ii) the Letter of Credit Facilities; (iii) Permitted Refinancing Indebtedness and (iv) one or more financing arrangements entered into in relation to the acquisition of the New Vessels (or either of them), the agreed form(s) of the term sheet(s) related to such financing arrangement(s) having been disclosed by the Borrower to Hermes prior to their execution by the Borrower or any other member of the NCLC Group and such financing arrangement(s) being on terms satisfactory to Hermes. The term sheet(s) will be disclosed to Hermes on the basis that the terms of such financing arrangement(s) shall be deemed satisfactory unless Hermes notifies the Borrower to the contrary within five (5) business days (in the city in which Hermes has its office) of receipt of the term sheet(s);

Clause 1.1, definition of “Tenth Supplemental Deed”		means the tenth supplemental deed dated 2010 to this Agreement;

Clause 1.1, definition (new) of “Total Delayed Principal Amount”		means USD280,561,651.28, being the aggregate of the Maximum Amount of the Delayed Principal Amount (as defined in the facility agreement for each Cash Sweep Credit Facility) for each Cash Sweep Credit Facility (or, if applicable, tranche thereof);

Clause 4.1		On giving at least thirty (30) days’ prior notice to the Agent, the Borrower may on the last day of a Pre-Redelivery Interest Period or an Interest Period prepay (without premium or penalty, subject to Clause 4.8) the whole or any relevant part of the Loan (but if in part in an amount of five million Dollars (USD5,000,000) or the equivalent amount in Euro (as the case may be) or an integral multiple thereof). In the case of a prepayment of part of the Loan, the proportion of that part payable in Dollars or Euro (as the case may be) shall correspond to the proportion of the Loan denominated in that currency at the prepayment date. Notwithstanding anything to the contrary in this Clause 4.1, any prepayment made before an amount equal to the Maximum Amount of the Delayed Principal Amount has been prepaid and/or repaid shall be governed by Clause 4.10.

Clause 4.7 (third sentence)		Subject to Clause 4.9 and Clause 4.10, each prepayment under this Agreement shall be applied in satisfaction of the Borrower’s remaining obligations under Clause 3 in inverse chronological order and Schedule 10 and Schedule 11 shall be recalculated and agreed in accordance with Clause 4.10.


Clause/Definition		Amendment

Clause 4.10		Notwithstanding anything to the contrary in this Agreement, other than in respect of ordinary refinancings, no voluntary prepayment of the Loan may be made before an amount equal to the Total Delayed Principal Amount has been cancelled and/or prepaid and/or repaid unless pro rata prepayments, reductions and/or cancellations of the other Cash Sweep Credit Facilities are to be made. The prepayment, reduction and/or cancellation to be made under each Cash Sweep Credit Facility shall be calculated based on each Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this Agreement in respect of the Loan and as defined in the relevant facility agreement in respect of each of the other Cash Sweep Credit Facilities) as of the date of the prepayment, reduction and/or cancellation, save for any prepayment to be made pursuant to the Tenth Supplemental Deed. Each such outstanding Delayed Principal Amount or Maximum Amount of the Delayed Principal Amount (as the case may be), to the extent it is not already denominated in Dollars, shall be converted into Dollars on the date falling ten (10) Business Days prior to the relevant prepayment, reduction and/or cancellation date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, for the purposes of such calculation. Subject to Clause 4.8 and the rest of this Clause 4.10, with respect to the Loan on the relevant date of measurement, any prepayment made before an amount equal to the relevant Maximum Amount of the Delayed Principal Amount has been cancelled and/or prepaid and/or repaid shall be applied in accordance with the Application of Proceeds Formulation. As at the Effective Date (as defined in the Tenth Supplemental Deed), Schedule 10 contains a repayment schedule calculated following the prepayment of an amount of the Loan as more particularly described in clause 3.1.2 of the Tenth Supplemental Deed. Following any further voluntary prepayment of the Loan pursuant to this Clause 4.10 or Clause 4.1, Schedule 10 shall be recalculated using the Application of Proceeds Formulation or in accordance with Clause 4.7 (as the case may be), shall be agreed between the Agent and the Borrower as soon as possible after the prepayment date and shall, from such prepayment date, be deemed to be a part of this Agreement. Notwithstanding anything to the contrary, paragraph (ii) of the definition of Margin shall continue to apply as if the amount of each Revised Repayment or Originally Scheduled Repayment prepaid as described in the last three (3) sentences of the previous paragraph of this Clause 4.10 or in Clause 4.1 had been applied pro rata between the Delayed Principal Amount and the Ordinary Principal Amount comprising each such Revised Repayment or Originally Scheduled Repayment prior to any voluntary prepayment made under this Clause 4.10 pursuant to the Tenth Supplemental Deed. As at the Effective Date (as defined in the Tenth Supplemental Deed), Schedule 11 contains a repayment schedule calculated following the prepayment of an amount of the Loan as more particularly described in clause 3.1.2 of the Tenth Supplemental Deed, on the basis that the amount of each such Revised Repayment prepaid had been applied pro rata between the Delayed Principal Amount and the Ordinary Principal Amount comprising each such Revised Repayment prior to any voluntary prepayment made under this Clause 4.10 pursuant to the Tenth Supplemental Deed. Following any further voluntary prepayment of the Loan pursuant to this Clause 4.10 or Clause 4.1, Schedule 11 shall be recalculated on the basis described in this paragraph of this Clause 4.10, shall be agreed between the Agent and the Borrower as soon as possible after the prepayment date and shall, from such prepayment date, be deemed to be a part of this Agreement.


Clause/Definition		Amendment

Clause 5.3.1		Subject to the other provisions of this Clause 5, the Borrower may give notice to the Agent to be received by the Agent not later than 9.00 a.m. London time five (5) Business Days prior to the commencement of each Pre-Redelivery Interest Period in respect of a Portion or part thereof or Interest Period in respect of the Loan (prior to the Conversion Date) or the Delayed Principal Amount, specifying whether that interest period is to be of three (3) or six (6) months’ duration. Pre-Redelivery Interest Periods shall commence, in the case of the first in respect of the first part of Portion 1 and Portion 2 to be drawn down, on the First Drawdown Date, in the case of the first in respect of the first part of Portion 3 to be drawn down on the first Pre-Redelivery Interest Payment Date and, in the case of Pre-Redelivery Interest Periods other than the first in respect of any Portion or part thereof, on the expiry of the preceding Pre-Redelivery Interest Period. Interest Periods in respect of the Loan and the Delayed Principal Amount shall commence, in the case of the first, on the Termination Date and 8 June 2009 respectively and, in the case of Interest Periods other than the first, on the expiry of the preceding Interest Period.

DATED 22 JULY 2010

PRIDE OF AMERICA SHIP HOLDING, LLC

(as borrower)

NCL CORPORATION LTD.

(as guarantor)

THE SEVERAL BANKS

(particulars of which are set out in Schedule 1)

(as lenders)

HSBC BANK PLC

(as agent)

COMMERZBANK AKTIENGESELLSCHAFT

(as Hermes agent)

HSBC BANK PLC

(as trustee)

NINTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)

SECURED LOAN AGREEMENT

dated 4 April 2003 for the equivalent amount in

United States Dollars of up to €40,000,000

pre- and post redelivery finance for one 1,075 cabin luxury cruise vessel

identified with no 7671 and working title “Project America”

at the yard of Lloyd Werft Bremerhaven GmbH

(now named “PRIDE OF AMERICA”)






				[]**

CONTENTS


		Page

1	Definitions and Construction		21

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents		21

3	Conditions Precedent		22

4	Representations and Warranties		25

5	Fee and Expenses		26

6	Further Assurance		27

7	Counterparts		27

8	Notices		27

9	Governing Law		28

10	Jurisdiction		28

Schedule 1	The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders		31

Schedule 2	Amendment of Original Loan Agreement		33

Schedule 3	Amendment of Original Guarantee		36

Schedule 4	Repayment Schedule calculated using the Application of Proceeds Formulation		37

Schedule 5	Repayment Schedule for the purpose of calculating the amount of the Margin payable		38

NINTH SUPPLEMENTAL DEED

DATED 22 July 2010

BETWEEN:

(1)	PRIDE OF AMERICA SHIP HOLDING, LLC of Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America as borrower (the “Borrower” );

(2)	NCL CORPORATION LTD. of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as guarantor (the “Guarantor” );

(3)	THE SEVERAL BANKS particulars of which are set out in Schedule 1 as lenders (collectively the “Lenders” and each individually a “Lender” );

(4)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as agent (the “Agent” );

(5)	COMMERZBANK AKTIENGESELLSCHAFT of Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of Germany as agent (the “Hermes Agent” ); and

(6)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as trustee for itself and the Lenders (as hereinafter defined) (the “Trustee” ).

WHEREAS :

(A)

By a loan agreement dated 4 April 2003 as amended and/or restated by a first supplemental agreement thereto dated 20 April 2004, a second supplemental agreement thereto dated 1 July 2004, a third supplemental agreement thereto dated 1 June 2005 (the “Third Supplement” ), a fourth supplemental agreement thereto dated as of 30 September 2005, a fifth supplemental agreement thereto dated 10 March 2006, a sixth supplemental agreement dated 13 November 2006, a seventh supplemental deed thereto dated 21 December 2007 and an eighth supplemental deed thereto dated 2 April 2009 entered into between the Borrower or its predecessor Ship Holding LLC ( “SHLLC” ) as borrower, the Lenders as lenders, the Agent as agent for (among others) the Lenders, the Hermes Agent as agent for (among others) the Lenders and the Trustee as trustee for (among others) the Lenders (the “Original Loan Agreement” ), the Lenders granted to the Borrower a secured loan in the maximum amount of the equivalent in Dollars of forty million Euro (€40,000,000) (the “Loan” ) to part-finance the completion by the Builder of the Vessel for the Contract Price (as such terms are defined in the Original Loan Agreement) on the terms and conditions therein contained. The repayment of the Loan by the Borrower has been secured by (among other things) a guarantee and indemnity dated 23 April 2004 granted by the Guarantor as amended, supplemented and/or restated from time to time (the “Original Guarantee” ) and a first preferred mortgage dated 1 June 2005 and effective 7 June 2005 as amended and/or supplemented from time to time (the “Mortgage” ).

(B)

(C)	The consent of the Lenders, the Agent, the Hermes Agent and the Trustee is given in respect of the above matters on the terms of this ninth supplement to the Original Loan Agreement (this “Deed” ) which shall be executed as a deed.

NOW THIS DEED WITNESSES as follows:

1	Definitions and Construction

1.1

“Application of Proceeds Formulation” means the formulation set out in Clause 3.3;

“Effective Date” means the date on which the conditions precedent set out in Clause 3.1 are fulfilled to the satisfaction of the Agent or waived by the Agent pursuant to Clause 3.2;

“Guarantee” means the Original Guarantee as amended by this Deed;

“Loan Agreement” means the Original Loan Agreement as amended by this Deed;

“Maximum Amount of the Delayed Principal Amount” shall have the meaning to be specified for such term in the Loan Agreement; and

“New Process Agent” means EC3 Services Limited whose registered office is presently at 51 Eastcheap, London EC3M 1JP.

1.2

The provisions of clauses 1.2, 1.3 and 17.11 of the Loan Agreement shall apply hereto (mutatis mutandis).

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents

2.1

Subject to Clause 3.1, the parties hereto agree that immediately upon and with effect from the Effective Date:

2.1.1

2.1.2

schedule 10 to the Original Loan Agreement had been deleted and substituted with Schedule 4 to this Deed; and

2.1.3

a new schedule 11 had been added to the Original Loan Agreement in the form of Schedule 5 to this Deed.

2.2

Each of the Borrower and the Guarantor hereby confirms to the Lenders, the Agent, the Hermes Agent and the Trustee that with effect from the Effective Date:

2.2.1

2.2.2

2.2.3

2.2.4

2.3

3	Conditions Precedent

3.1

3.1.1

on the date of this Deed:

(a)

one (1) counterpart of this Deed duly executed by the parties hereto;

(b)

(c)

evidence that each of the Lenders has received payment of the handling/work fee to which it is entitled as more particularly described in Clause 5.1; and

(d)

the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties” ):

(i)

(ii)

a notarially attested secretary’s certificate of each of the Relevant Parties:

(1)

(2)

giving the names of its present officers and directors;

(3)

(4)

giving the legal owner of its shares and the number of such shares held;

(5)

(6)

containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party;

(iii)

the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested;

3.1.2

3.1.3

a ninth amendment to the Mortgage duly executed and lodged for recordation at the United States Coast Guard National Vessel Documentation Center;

3.1.4

a Certified Copy of a confirmation in respect of each of the Hermes Vessel Owner Second Guarantees duly executed by the owners of the Hermes Vessels other than the Borrower;

3.1.5

evidence that all the conditions precedent to the amendment of each facility agreement and, if applicable, guarantee in respect of each NCLC Group Credit Facility have been satisfied; and

3.1.6

PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date (subject to Clause 3.2).

3.2

If the Lenders, the Agent, the Hermes Agent and the Trustee, acting unanimously, decide (or the Agent in accordance with the Agency and Trust Deed decides) to permit the amendment of the Original Loan Agreement and the Original Guarantee hereby without the Agent having received all of the documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Effective Date (or such other period as the Agent may stipulate) and the amendment of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a waiver of the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Hermes Agent, the Trustee or the Lenders any obligation to permit the amendment in the absence of such documents or evidence.

3.3

3.3.1

entirely to the Delayed Principal Amount; and

3.3.2

in forward order of maturity with respect to the dates of the Revised Repayments.

For illustrative purposes:

(a)

(b)

(c)

4	Representations and Warranties

4.1

Each of the Borrower and the Guarantor represents and warrants to the Lenders, the Agent, the Hermes Agent and the Trustee that:

4.1.1

4.1.2

4.1.3

its entry into and performance of this Deed and the transactions and documents contemplated hereby do not and will not conflict with:

(a)

any law or regulation or any official or judicial order; or

(b)

its constitutional documents; or

(c)

any agreement or document to which it is a party or which is binding upon it or any of its assets,

4.1.4

4.1.5

4.1.6

5	Fee and Expenses

5.1

5.2

5.3

tax or any similar tax thereon and including without limitation the fees and expenses of legal advisers) incurred by the Agent, the Hermes Agent, the Trustee and/or the Lenders in respect of, or in connection with the enforcement of, or the preservation of any rights under this Deed.

6	Further Assurance

7	Counterparts

This Deed may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement.

8	Notices

8.1

8.2

Any notice, demand or other communication to be made or delivered pursuant to this Deed may be sent by telefax to the relevant telephone numbers (which at the date hereof in respect of the Borrower and the Guarantor is +1 305 436 4140 (marked for the attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the attention of the Legal Department) with a copy to the Investors c/o Apollo Management, LP, fax number +1 212 515 3288 (marked for the attention of Mr Steve Martinez) and in the case of the Agent, the Hermes Agent or the Trustee is as recorded in Schedule 1) specified by it from time to time for the purpose and shall be deemed to have been received when transmission of such telefax communication has been completed. Each such telefax communication, if made to the Agent, the Hermes Agent or the Trustee by the Borrower or the Guarantor shall be signed by the person or persons authorised in writing by the Borrower or the Guarantor (as the case may be) and whose signature appears on the list of specimen signatures contained in the secretary’s certificate required to

be delivered by Clause 3 and shall be expressed to be for the attention of the department or officer whose name has been notified for the time being for that purpose by the Agent, the Hermes Agent or the Trustee to the Borrower and the Guarantor.

8.3

The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement shall apply to this Deed.

9	Governing Law

This Deed and any non-contractual obligations arising from or in connection with it shall be governed by English law.

10	Jurisdiction

10.1

The courts of England have exclusive jurisdiction to settle any dispute:

10.1.1

arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed); or

10.1.2

relating to any non-contractual obligations arising from or in connection with this Deed,

10.2

10.3

For the purpose of securing its obligations under Clause 10.2, each of the Borrower and the Guarantor irrevocably agrees that, if it for any reason fails to appoint a process agent within the period specified in Clause 10.2, the Agent may appoint any person (including a company controlled by or associated with the Agent or any Lender) to act as the Borrower’s or the Guarantor’s (as the case may be) process agent in England with the unconditional authority described in Clause 10.2.

10.4

No neglect or default by a process agent appointed or designated under this Clause (including a failure by it to notify the Borrower or the Guarantor (as the

case may be) of the service of any process or to forward any process to the Borrower or the Guarantor (as the case may be)) shall invalidate any proceedings or judgment.

10.5

10.6

10.7

10.8

In this Clause “judgment” includes order, injunction, declaration and any other decision or relief made or granted by a court.

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed on the day and year first before written.


SIGNED SEALED and DELIVERED as a DEED		)
By Micha Withoft		)
for and on behalf of		)/s/ Micha Withoft
PRIDE OF AMERICA SHIP HOLDING, LLC		)
in the presence of:		)
/s/ David Griffiths David Griffiths
One St. Paul’s Churchyard
London
EC4M 8SH

SIGNED SEALED and DELIVERED as a DEED		)
By Micha Withoft		)
for and on behalf of		)/s/ Micha Withoft
NCL CORPORATION LTD.		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
COMMERZBANK AKTIENGESELLSCHAFT		)
as a Lender		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above


SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
KFW		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
DVB BANK SE		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
HSBC BANK PLC		)
as the Agent and the Trustee		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
COMMERZBANK AKTIENGESELLSCHAFT		)
as the Hermes Agent		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

Schedule 1

The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders

Name and address

Agent

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Hermes Agent

COMMERZBANK

AKTIENGESELLSCHAFT

Corporate Banking

Structured Export and Trade Finance

Kaiserplatz

60261 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 1362 3742
Attn:		Mr Klaus-Dieter Schmedding
Email:		exportfinance@commerzbank.com

Trustee

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Restructuring Trustee

DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482894
Attn:		Mrs Solveig Nuland Knoff
Email:		solveig.knoff@dnbnor.no

Lenders

COMMERZBANK AKTIENGESELLSCHAFT

Global Shipping

Domstrasse 18

20095 Hamburg

Federal Republic of Germany


Fax:		+49 40 3769 9649
Attn:		Mr Stefan Kuch/Mr Martin Hugger/Mrs Anne Randewig
Email:		shipfinance@commerzbank.com

KFW

Palmengartenstrasse 5-9

60325 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 7431 3768/2944
Attn:		Mr Josef Schmid/Ms Claudia Wenzel
Email:		josef.schmid@kfw.de/claudia.wenzel@kfw.de

DVB BANK SE

Parklaan 2

3016 BB Rotterdam

The Netherlands


Fax:		+5999 4652366
Attn:		LAM/Eric Maduro
Email:		lam.curacao@dvbbank.com/james.neira@dvbbank.com

Schedule 2

Amendment of Original Loan Agreement


Clause/Definition		Amendment

Clause 1.1, definition of “Application of Proceeds Formulation”		means the following formulation for the application of any amount of the Loan to be prepaid pursuant to Clause 4.10: (i) entirely to the Delayed Principal Amount; and (ii) in respect of any prepayment of the Loan to be made pursuant to clause 3.1.2 of the Ninth Supplemental Deed, in forward order of maturity with respect to the dates of the Revised Repayments; and (iii) in respect of any other prepayment of the Loan to be made pursuant to Clause 4.10, in forward order of maturity with respect to the dates of the Revised Repayments, subject to the approval of all of the Lenders in respect of each such prepayment and, if the approval of all of the Lenders is not obtained, in inverse order of maturity with respect to the dates of the Revised Repayments;

Clause 1.1, definition of “Margin” (paragraph (ii))		(ii) from 1 January 2009 until 31 December 2009 inclusive the rate of two point two five per cent (2.25%) per annum and thereafter two point seven five per cent (2.75%) per annum on the Delayed Principal Amount; notwithstanding the provisions of the penultimate paragraph of Clause 4.10 (as more particularly described in the final paragraph of Clause 4.10);

Clause 1.1, definition (new) of “Maximum Amount of the Delayed Principal Amount”		means USD7,725,052.00;

Clause 1.1, definition (new) of “New Vessels”		means the two (2) newbuild cruise vessels each not larger than m.v. “NORWEGIAN EPIC” (ex hull no C33 (sometimes known as D33) at STX France S.A.) in terms of number of passenger cabins or gross or net tonnage, not on order by a member of the NCLC Group as of the Effective Date (as defined in the Ninth Supplemental Deed);

Clause 1.1, definition of “Ninth Supplemental Deed”		means the ninth supplemental deed dated 2010 to this Agreement;


Clause/Definition		Amendment

Clause 1.1, definition of “Permitted Indebtedness”		means (i) any monies borrowed or raised other than from any direct or indirect shareholder of the Borrower prior to the date on which the last of the Eighth Supplemental Deed and the Amendment Documents have been signed by all the parties thereto and notified by the Borrower to the Agent prior to such date; (ii) the Letter of Credit Facilities; (iii) Permitted Refinancing Indebtedness and (iv) one or more financing arrangements entered into in relation to the acquisition of the New Vessels (or either of them), the agreed form(s) of the term sheet(s) related to such financing arrangement(s) having been disclosed by the Borrower to Hermes prior to their execution by the Borrower or any other member of the NCLC Group and such financing arrangement(s) being on terms satisfactory to Hermes. The term sheet(s) will be disclosed to Hermes on the basis that the terms of such financing arrangement(s) shall be deemed satisfactory unless Hermes notifies the Borrower to the contrary within five (5) business days (in the city in which Hermes has its office) of receipt of the term sheet(s);

Clause 1.1, definition (new) of “Total Delayed Principal Amount”		means USD280,561,651.28, being the aggregate of the Maximum Amount of the Delayed Principal Amount (as defined in the facility agreement for each Cash Sweep Credit Facility) for each Cash Sweep Credit Facility (or, if applicable, tranche thereof);

Clause 4.1		On giving at least thirty (30) days’ prior notice to the Agent, the Borrower may on the last day of an Interest Period prepay (without premium or penalty, subject to Clause 4.8) the whole or any relevant part of the Loan (but if in part in an amount of five million Dollars (USD5,000,000) or an integral multiple thereof). Notwithstanding anything to the contrary in this Clause 4.1, any prepayment made before an amount equal to the Maximum Amount of the Delayed Principal Amount has been prepaid and/or repaid shall be governed by Clause 4.10.

Clause 4.7 (third sentence)		Subject to Clause 4.9 and Clause 4.10, each prepayment under this Agreement shall be applied in satisfaction of the Borrower’s remaining obligations under Clause 3 in inverse chronological order and Schedule 10 and Schedule 11 shall be recalculated and agreed in accordance with Clause 4.10.

Clause 4.10		Notwithstanding anything to the contrary in this Agreement, other than in respect of ordinary refinancings, no voluntary prepayment of the Loan may be made before an amount equal to the Total Delayed Principal Amount has been cancelled and/or prepaid and/or repaid unless pro rata prepayments, reductions and/or cancellations of the other Cash Sweep Credit Facilities are to be made. The prepayment, reduction and/or cancellation to be made under each Cash Sweep Credit Facility shall be calculated based on each Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this Agreement in respect of the Loan and as defined in the relevant facility agreement in respect of each of the other Cash Sweep Credit Facilities) as of the date of the prepayment, reduction and/or cancellation, save for any

Clause/Definition

Amendment

prepayment to be made pursuant to the Ninth Supplemental Deed. Each such outstanding Delayed Principal Amount or Maximum Amount of the Delayed Principal Amount (as the case may be), to the extent it is not already denominated in Dollars, shall be converted into Dollars on the date falling ten (10) Business Days prior to the relevant prepayment, reduction and/or cancellation date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, for the purposes of such calculation. Subject to Clause 4.8 and the rest of this Clause 4.10, with respect to the Loan on the relevant date of measurement, any prepayment made before an amount equal to the relevant Maximum Amount of the Delayed Principal Amount has been cancelled and/or prepaid and/or repaid shall be applied in accordance with the Application of Proceeds Formulation. As at the Effective Date (as defined in the Ninth Supplemental Deed), Schedule 10 contains a repayment schedule calculated following the prepayment of an amount of the Loan as more particularly described in clause 3.1.2 of the Ninth Supplemental Deed. Following any further voluntary prepayment of the Loan pursuant to this Clause 4.10 or Clause 4.1, Schedule 10 shall be recalculated using the Application of Proceeds Formulation or in accordance with Clause 4.7 (as the case may be), shall be agreed between the Agent and the Borrower as soon as possible after the prepayment date and shall, from such prepayment date, be deemed to be a part of this Agreement.

Notwithstanding anything to the contrary, paragraph (ii) of the definition of Margin shall continue to apply as if the amount of each Revised Repayment or Originally Scheduled Repayment prepaid as described in the last three (3) sentences of the previous paragraph of this Clause 4.10 or in Clause 4.1 had been applied pro rata between the Delayed Principal Amount and the Ordinary Principal Amount comprising each such Revised Repayment or Originally Scheduled Repayment prior to any voluntary prepayment made under this Clause 4.10 pursuant to the Ninth Supplemental Deed. As at the Effective Date (as defined in the Ninth Supplemental Deed), Schedule 11 contains a repayment schedule calculated following the prepayment of an amount of the Loan as more particularly described in clause 3.1.2 of the Ninth Supplemental Deed, on the basis that the amount of each such Revised Repayment prepaid had been applied pro rata between the Delayed Principal Amount and the Ordinary Principal Amount comprising each such Revised Repayment prior to any voluntary prepayment made under this Clause 4.10 pursuant to the Ninth Supplemental Deed. Following any further voluntary prepayment of the Loan pursuant to this Clause 4.10 or Clause 4.1, Schedule 11 shall be recalculated on the basis described in this paragraph of this Clause 4.10, shall be agreed between the Agent and the Borrower as soon as possible after the prepayment date and shall, from such prepayment date, be deemed to be a part of this Agreement.

Schedule 3

Amendment of Original Guarantee


Clause		Amendment

Clause 10.9 (final sentence)		For the avoidance of doubt the purchase of a vessel other than the New Vessels shall not be permitted under this Clause 10.9 or any other provision of the Loan Agreement or this Deed.

Clause 10.10 (new)		The Guarantor shall not (and will procure that no other company in the NCLC Group shall) commit to the purchase of a New Vessel unless the relevant Permitted Indebtedness is available to the buyer unconditionally subject only to the satisfaction of conditions precedent usual for such financing arrangements.

Clause 11.3		The Guarantor shall not and shall procure that no other member of the NCLC Group shall, pay any dividends or make any other distributions in respect of its share capital to any person, provided that (i) subsidiaries of the Guarantor may pay dividends to another member of the NCLC Group, (ii) the Guarantor may pay dividends in respect of tax liability to each relevant jurisdiction in respect of tax returns for each relevant jurisdiction of the NCLC Group or holder of the Guarantor’s capital stock with respect to income taxable as a result of any member of the NCLC Group being treated as a pass-through entity or attributable to any member of the NCLC Group, and (iii) after the later of (x) the listing of the ordinary capital stock of the Guarantor on an Approved Stock Exchange and (y) an amount equal to the Total Delayed Principal Amount having been prepaid and/or repaid, dividends may be paid in an amount not to exceed fifty per cent (50%) of the Consolidated Net Income of the Guarantor and its subsidiaries for the period commencing on 1 January 2010 and ending on the date prior to such payment for which accounts are available, so long as (I) at the time of the payment of such dividend, no Event of Default has occurred and is continuing or would result from the payment of such dividend and (II) after giving effect to such dividend the ratio of Total Net Funded Debt to Consolidated EBITDA for the four (4) consecutive financial quarters last ended for which accounts have been provided to the Agent pursuant to Clause 9.2 of the Guarantee is less than 5.50:1.00. The Agent shall use the Application of Proceeds Formulation to determine whether an amount equal to the Maximum Amount of the Delayed Principal Amount has been prepaid and/or repaid. The Guarantor will procure that any dividends or other distributions and interest paid or payable in connection with such dividends or other distributions will be received promptly by the Guarantor directly or indirectly from the Borrower’s member(s) or shareholder(s) (if such member or shareholder is not the Guarantor) by way of dividend.

Schedule 4

Repayment Schedule calculated using the Application of Proceeds Formulation


	Existing Schedule										Revised Schedule (after giving effect to USD100,000,000 prepayment)
	Ordinary Principal Amount USD		Originally Scheduled Repayments USD		Delayed Principal Amount USD		Revised Repayments USD		Revised Principal Amount USD		Ordinary Principal Amount USD		Originally Scheduled Repayments USD		Delayed Principal Amount USD		New Revised Repayments USD		Revised Principal Amount USD
6-Jun-10		27,037,676.85				5,793,789.00				32,831,465.85		27,037,676.85		—		5,793,789.00				32,831,465.85
Amendment Prepayment		27,037,676.85				5,793,789.00				32,831,465.85		27,037,676.85				3,040,364.94		2,753,424.06		30,078,041.79
6-Dec-10		25,106,413.85		1,931,263.00		7,725,052.00		—		32,831,465.85		25,106,413.85		1,931,263.00		4,971,627.94		—		30,078,041.79
6-Jun-11		23,175,150.85		1,931,263.00		7,725,052.00		1,931,263.00		30,900,202.85		23,175,150.85		1,931,263.00		4,971,627.94		1,931,263.00		28,146,778.79
6-Dec-11		21,243,887.85		1,931,263.00		7,725,052.00		1,931,263.00		28,968,939.85		21,243,887.85		1,931,263.00		4,971,627.94		1,931,263.00		26,215,515.79
6-Jun-12		19,312,624.85		1,931,263.00		7,725,052.00		1,931,263.00		27,037,676.85		19,312,624.85		1,931,263.00		4,971,627.94		1,931,263.00		24,284,252.79
6-Dec-12		17,381,361.85		1,931,263.00		7,725,052.00		1,931,263.00		25,106,413.85		17,381,361.85		1,931,263.00		4,971,627.94		1,931,263.00		22,352,989.79
6-Jun-13		15,450,098.85		1,931,263.00		7,725,052.00		1,931,263.00		23,175,150.85		15,450,098.85		1,931,263.00		4,971,627.94		1,931,263.00		20,421,726.79
6-Dec-13		13,518,835.85		1,931,263.00		7,725,052.00		1,931,263.00		21,243,887.85		13,518,835.85		1,931,263.00		4,971,627.94		1,931,263.00		18,490,463.79
6-Jun-14		11,587,572.85		1,931,263.00		6,621,473.88		3,034,841.12		18,209,046.73		11,587,572.85		1,931,263.00		4,971,627.94		1,931,263.00		16,559,200.79
8-Dec-14		9,656,309.85		1,931,263.00		5,517,895.76		3,034,841.12		15,174,205.61		9,656,309.85		1,931,263.00		4,971,627.94		1,931,263.00		14,627,937.79
6-Jun-15		7,725,046.85		1,931,263.00		4,414,317.64		3,034,841.12		12,139,364.49		7,725,046.85		1,931,263.00		4,414,317.64		2,488,573.30		12,139,364.49
7-Dec-15		5,793,783.85		1,931,263.00		3,310,739.52		3,034,841.12		9,104,523.37		5,793,783.85		1,931,263.00		3,310,739.52		3,034,841.12		9,104,523.37
6-Jun-16		3,862,520.85		1,931,263.00		2,207,161.40		3,034,841.12		6,069,682.25		3,862,520.85		1,931,263.00		2,207,161.40		3,034,841.12		6,069,682.25
6-Dec-16		1,931,257.85		1,931,263.00		1,103,583.28		3,034,841.12		3,034,841.13		1,931,257.85		1,931,263.00		1,103,583.28		3,034,841.12		3,034,841.13
6-Jun-17		—		1,931,257.85		—		3,034,841.13		—		—		1,931,257.85		—		3,034,841.13		—

Schedule 5

Repayment Schedule for the purpose of calculating the amount of the Margin payable


	Existing Schedule										Revised Schedule (after giving effect to USD100,000,000 prepayment)
	Ordinary Principal Amount USD		Originally Scheduled Repayments USD		Delayed Principal Amount USD		Revised Repayments USD		Revised Principal Amount USD		Ordinary Principal Amount USD		Originally Scheduled Repayments USD		Delayed Principal Amount USD		New Revised Repayments USD		Revised Principal Amount USD
6-Jun-10		27,037,676.85		—		5,793,789.00		—		32,831,465.85		27,037,676.85		—		5,793,789.00		—		32,831,465.85
Amendment Prepayment		27,037,676.85		—		5,793,789.00		—		32,831,465.85		25,285,497.48				4,792,544.31		2,753,424.06		30,078,041.79
6-Dec-10		25,106,413.85		1,931,263.00		7,725,052.00		—		32,831,465.85		23,354,234.48		1,931,263.00		6,723,807.31		—		30,078,041.79
6-Jun-11		23,175,150.85		1,931,263.00		7,725,052.00		1,931,263.00		30,900,202.85		21,422,971.48		1,931,263.00		6,723,807.31		1,931,263.00		28,146,778.79
6-Dec-11		21,243,887.85		1,931,263.00		7,725,052.00		1,931,263.00		28,968,939.85		19,491,708.48		1,931,263.00		6,723,807.31		1,931,263.00		26,215,515.79
6-Jun-12		19,312,624.85		1,931,263.00		7,725,052.00		1,931,263.00		27,037,676.85		17,560,445.48		1,931,263.00		6,723,807.31		1,931,263.00		24,284,252.79
6-Dec-12		17,381,361.85		1,931,263.00		7,725,052.00		1,931,263.00		25,106,413.85		15,629,182.48		1,931,263.00		6,723,807.31		1,931,263.00		22,352,989.79
6-Jun-13		15,450,098.85		1,931,263.00		7,725,052.00		1,931,263.00		23,175,150.85		13,697,919.48		1,931,263.00		6,723,807.31		1,931,263.00		20,421,726.79
6-Dec-13		13,518,835.85		1,931,263.00		7,725,052.00		1,931,263.00		21,243,887.85		11,766,656.48		1,931,263.00		6,723,807.31		1,931,263.00		18,490,463.79
6-Jun-14		11,587,572.85		1,931,263.00		6,621,473.88		3,034,841.12		18,209,046.73		10,537,670.64		1,931,263.00		6,021,530.16		1,931,263.00		16,559,200.79
8-Dec-14		9,656,309.85		1,931,263.00		5,517,895.76		3,034,841.12		15,174,205.61		9,308,684.79		1,931,263.00		5,319,253.00		1,931,263.00		14,627,937.79
6-Jun-15		7,725,046.85		1,931,263.00		4,414,317.64		3,034,841.12		12,139,364.49		7,725,046.85		1,931,263.00		4,414,317.64		2,488,573.30		12,139,364.49
7-Dec-15		5,793,783.85		1,931,263.00		3,310,739.52		3,034,841.12		9,104,523.37		5,793,783.85		1,931,263.00		3,310,739.52		3,034,841.12		9,104,523.37
6-Jun-16		3,862,520.85		1,931,263.00		2,207,161.40		3,034,841.12		6,069,682.25		3,862,520.85		1,931,263.00		2,207,161.40		3,034,841.12		6,069,682.25
6-Dec-16		1,931,257.85		1,931,263.00		1,103,583.28		3,034,841.12		3,034,841.13		1,931,257.85		1,931,263.00		1,103,583.28		3,034,841.12		3,034,841.13
6-Jun-17		—		1,931,257.85		—		3,034,841.13		—		—		1,931,257.85		—		3,034,841.13		—

Exhibit 10.7

DATED 18 NOVEMBER 2010

PRIDE OF AMERICA SHIP HOLDING, LLC

(as borrower)

NCL CORPORATION LTD.

(as guarantor)

THE SEVERAL BANKS

(particulars of which are set out in Schedule 1)

(as lenders)

HSBC BANK PLC

(as agent)

COMMERZBANK AKTIENGESELLSCHAFT

(as Hermes agent)

HSBC BANK PLC

(as trustee)

ELEVENTH SUPPLEMENTAL DEED IN RELATION TO

(AMONG OTHER THINGS) SECURED LOAN AGREEMENT

dated 4 April 2003 for the equivalent amount in

United States Dollars and/or Euro of up to €258,000,000

pre- and post redelivery finance for one 1,075 cabin luxury cruise vessel

identified with no 7671 and working title “Project America”

at the yard of Lloyd Werft Bremerhaven GmbH

(now named “PRIDE OF AMERICA”)






				[]**

CONTENTS


		Page

1	Definitions and Construction		2

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents and Waiver of Negative Pledges in Second Mortgages and Second Assignments in respect of the Relevant Hermes Vessels		3

3	Conditions Precedent		6

4	Representations and Warranties		8

5	Expenses		9

6	Further Assurance		9

7	Counterparts		9

8	Notices		9

9	Governing Law		10

10	Jurisdiction		10

Schedule 1			14
	The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders		14

ELEVENTH SUPPLEMENTAL DEED

DATED 18 November 2010

BETWEEN:

(1)	PRIDE OF AMERICA SHIP HOLDING, LLC of Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America as borrower (the “Borrower” );

(2)	NCL CORPORATION LTD. of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as guarantor (the “Guarantor” );

(3)	THE SEVERAL BANKS particulars of which are set out in Schedule 1 as lenders (collectively the “Lenders” and each individually a “Lender” );

(4)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as agent (the “Agent” );

(5)	COMMERZBANK AKTIENGESELLSCHAFT of Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of Germany as agent (the “Hermes Agent” ); and

(6)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as trustee for itself and the Lenders (as hereinafter defined) (the “Trustee” ).

WHEREAS:

(A)

By a loan agreement dated 4 April 2003 as amended and/or restated by a first supplemental agreement thereto dated 20 April 2004, a second supplemental agreement thereto dated 1 July 2004, a third supplemental agreement thereto dated 1 June 2005 (the “Third Supplement” ), a fourth supplemental agreement thereto dated 3 August 2005, a fifth supplemental agreement thereto dated as of 30 September 2005, a sixth supplemental agreement thereto dated 22 December 2005, a seventh supplemental agreement thereto dated 13 November 2006, an eighth supplemental agreement thereto dated 21 December 2007, a ninth supplemental agreement thereto dated 2 April 2009 and a tenth supplemental agreement thereto dated 22 July 2010 (the “Tenth Supplement” ) entered into between the Borrower or its predecessor Ship Holding LLC ( “SHLLC” ) as borrower, the Lenders as lenders, the Agent as agent for (among others) the Lenders, the Hermes Agent as agent for (among others) the Lenders and the Trustee as trustee for (among others) the Lenders (the “Original Loan Agreement” ), the Lenders granted to the Borrower a secured loan in the maximum amount of the equivalent in Dollars and/or Euro of two hundred and fifty eight million euro (€258,000,000) (the “Loan” ) to part-finance the completion by the Builder of the Vessel for the Contract Price (as such terms are defined in the Original Loan Agreement) on the terms and conditions therein contained. The repayment of the Loan by the Borrower has been secured by (among other things) a guarantee and indemnity dated 23 April 2004 granted by the Guarantor as amended, supplemented and/or restated from time to time (the “Original Guarantee” ), a first preferred mortgage dated 1 June 2005 and effective 7 June 2005 as amended and/or supplemented from time to time over the Borrower’s vessel “PRIDE OF AMERICA” (the “Mortgage” ) and second priority mortgages each dated 2 April 2009 over the Relevant Hermes Vessels (as defined below).

(B)	The Guarantor has requested the Lenders, the Agent, the Hermes Agent and the Trustee, among other things, to consent to (i) the granting by Norwegian Jewel Limited ( “NJL” ) and Pride of Hawaii, LLC ( “PoH” ) of mortgages and deeds of covenants over

m.v.s “NORWEGIAN JEWEL” and “NORWEGIAN JADE” (the “Relevant Hermes Vessels” ) respectively that are junior to all mortgages and deeds of covenants existing on the date hereof in respect of such Relevant Hermes Vessel, assignments of the earnings (including intercompany charters) and insurances of the Relevant Hermes Vessels that are junior to all earnings and insurance assignments, respectively, existing on the date hereof in respect of such Relevant Hermes Vessel and a subordination and assignment that is junior to all Sub-Agent’s subordinations and assignments existing on the date hereof in respect of such Relevant Hermes Vessel to be executed by the Sub-Agent (as bareboat charterer) in respect of m.v. “NORWEGIAN JADE”, each in favour of a syndicate of banks (the “New Term Loans Lenders” ), the facility agent for which is KfW IPEX-Bank GmbH, or a collateral agent therefor to secure the repayment of loans to be borrowed by NJL and PoH from the New Term Loans Lenders in the maximum aggregate amount of the lesser of (x) the sum of (I) 10% of the initial construction prices of the New Vessels and (II) 100% of the total aggregate amounts payable by NJL and PoH to the Hermes agent in relation to the New Term Loans in respect of the Hermes cover for such facilities (the “New Hermes Fees” ), (y) the sum of (I) €123,000,000 and (II) €3,075,000 and (z) USD224,770,000 (or such higher Dollar cap as may be later agreed between the facility agent for the New Term Loans, Hermes and the Guarantor), to finance in part the acquisition of the New Vessels by two (2) wholly owned subsidiaries of the Guarantor and related fees (the “Fourth Priority Security Documents” ), which loans will constitute Permitted Indebtedness from the Effective Date (as defined in the Tenth Supplement) (the “New Term Loans” ) and (ii) the prepayment of the relevant part of the New Term Loans in full if (w) the construction contract in respect of a New Vessel is terminated prior to the delivery date of such New Vessel, (x) the delivery date of the relevant New Vessel does not occur on or before (I) in the case of the part of the New Term Loans related to the first New Vessel, 23 December 2013 and (II) in the case of the part of the New Term Loans related to the second New Vessel, 8 December 2014, (y) either new export credit facility to be entered into by the purchasers of the New Vessels shall terminate or (z) certain insolvency events (as specified in the loan documentation in respect of the New Term Loans) occur with respect to the yard that is building the New Vessels (a “Mandatory Prepayment” ).

(C)	The consent of the Lenders, the Agent, the Hermes Agent and the Trustee is given in respect of the above matters on the terms of this eleventh supplement (this “Deed” ) which shall be executed as a deed.

NOW THIS DEED WITNESSES as follows:

1	Definitions and Construction

1.1

“Effective Date” means the date on which the conditions precedent set out in Clause 3.1 are fulfilled to the satisfaction of the Agent or waived by the Agent pursuant to Clause 3.2;

“Fourth Priority Security” means the security interests to be granted pursuant to the Fourth Mortgages, the Fourth Assignments and all other security documents to be delivered in connection with the New Term Loans;

“Guarantee” means the Original Guarantee as amended by this Deed;

“Loan Agreement” means the Original Loan Agreement as amended by this Deed; and

“New Process Agent” means EC3 Services Limited whose registered office is presently at 51 Eastcheap, London EC3M 1JP.

1.2

The provisions of clauses 1.2, 1.3 and 17.11 of the Loan Agreement shall apply hereto (mutatis mutandis).

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents and Waiver of Negative Pledges in Second Mortgages and Second Assignments in respect of the Relevant Hermes Vessels

2.1

Subject to Clause 3.1, the parties hereto agree that immediately upon and with effect from the Effective Date the Original Loan Agreement shall be read and construed as if:

2.1.1

the following definitions had been inserted in the appropriate place, alphabetically, in clause 1.1 of the Original Loan Agreement:

“ “Eleventh Supplemental Deed” means the eleventh supplemental deed dated November 2010 to this Agreement;

“Fourth Assignments” means the two (2) valid and effective legal assignments of the earnings and insurances of m.v.s “NORWEGIAN JEWEL” and “NORWEGIAN JADE” (together with the notices thereof) one (1) to be executed by each of the owners of the relevant Hermes Vessels in respect of its Hermes Vessel and the one (1) valid and effective subordination and assignment to be executed by the Manager (as bareboat charterer) in respect of m.v. “NORWEGIAN JADE” in each case in favour of the New Term Loans Lenders or the collateral agent and/or trustee therefor and junior to all subordinations and/or assignments existing as of the date of the Eleventh Supplemental Deed in respect of such Hermes Vessel;

“Fourth Mortgages” means the two (2) statutory Bahamian ship mortgages and deeds of covenants collateral thereto one (1) to be granted by respectively each of the owners of m.v.s “NORWEGIAN JEWEL” and “NORWEGIAN JADE” over its Hermes Vessel in favour of the New Term Loans Lenders or the collateral agent and/or trustee therefor and junior to all ship mortgages and deeds of covenants existing as of the date of the Eleventh Supplemental Deed in respect of such Hermes Vessel;

Fourth Mortgages and the Fourth Assignments such co-ordination deeds to be in the form and on the terms and conditions agreed between the Lenders and the other parties to the co-ordination deed on the date of the Eleventh Supplemental Deed, such terms and conditions to include, without limitation, the conditional ability of Norwegian Jewel Limited and Pride of Hawaii, LLC to, upon the cancellation of any construction contract for the New Vessels, prepay the relevant part of the New Term Loans in full;

“New Hermes Fees” means the total aggregate amounts payable by Norwegian Jewel Limited and Pride of Hawaii, LLC to the Hermes agent in relation to the New Term Loans in respect of the Hermes cover for such facilities;

“New Term Loans” means the loans to be borrowed by Norwegian Jewel Limited from the New Term Loans Lenders and which, when aggregated with the loans to be similarly borrowed by Pride of Hawaii, LLC, will amount to the lesser of (x) the sum of (i) 10% of the initial construction prices of the New Vessels and (ii) 100% of the New Hermes Fees, (y) the sum of (i) €123,000,000 and (ii) €3,075,000 and (z) USD224,770,000 (or such higher Dollar cap as may be later agreed between the facility agent for the New Term Loans, Hermes and the Guarantor), to finance in part the acquisition by two (2) wholly owned subsidiaries of the Guarantor of the New Vessels and related fees;

“New Term Loans Lenders” means the lenders of the New Term Loans; ”;

2.1.2

the following paragraphs had been inserted in the appropriate place, alphabetically, in paragraph (v)(y) of the definition of “Permitted Liens” in clause 1.1 of the Original Loan Agreement:

“ (i) the Fourth Mortgages and (j) the Fourth Assignments ”; and

2.1.3

the following words had been inserted in the definition of “Security Documents” after the words “ the Third Priority Security Co-ordination Deed ” in clause 1.1 of the Original Loan Agreement:

“ , the Fourth Priority Security Co-ordination Deeds ”.

2.2

Subject to Clause 3.1 and pursuant to Clause 2.1, immediately upon and with effect from the Effective Date:

2.2.1

notwithstanding the provisions of the relevant Security Documents, the Lenders, the Agent, the Hermes Agent and the Trustee agree and consent to NJL, PoH and the Sub-Agent granting the Fourth Priority Security and entering into the Fourth Priority Security Documents in form attached to the relevant intercreditor deed with the relevant parties in relation to the relevant Fourth Priority Security Documents;

2.2.2

Security Documents in form attached to the relevant intercreditor deed with the relevant parties in relation to the relevant Fourth Priority Security Documents;

2.2.3

the Lenders, the Agent and the Hermes Agent instruct the Trustee (in relation to the second priority mortgages over the Relevant Hermes Vessels) to procure the Restructuring Trustee to enter into intercreditor deeds with the relevant parties in relation to the Fourth Priority Security Documents, in form approved by the Agent and the Hermes Agent, it being understood that a Mandatory Prepayment shall be permitted provided that, at the relevant time, the Lenders and the Guaranteed Loan Lenders of the USD334,050,000 facility made to NJL pursuant to a facility agreement dated 20 April 2004 (as amended and/or restated from time to time) and the EUR308,130,000 facility made to PoH pursuant to a facility agreement dated 20 April 2004 (as amended and/or restated from time to time) receive evidence satisfactory to them from the Guarantor that NJL and PoH (after giving effect to any contributions from the Guarantor) will be able to meet their obligations for the next twelve (12) months under the respective facility agreements if the Mandatory Prepayment is made; and

2.2.4

any further consent required under the Security Documents to permit NJL and PoH to borrow the New Term Loans and NJL, PoH and the Sub-Agent to grant the Fourth Priority Security and enter into the Fourth Priority Security Documents is hereby given by the Lenders, the Agent, the Hermes Agent and the Trustee.

2.3

Each of the Borrower and the Guarantor hereby confirms to the Lenders, the Agent, the Hermes Agent and the Trustee that immediately upon and with effect from the Effective Date:

2.3.1

2.3.2

2.3.3

2.3.4

2.4

3	Conditions Precedent

3.1

Subject to Clause 3.2, the instructions and consents provided for in Clause 2 are conditional upon and shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it:

3.1.1

on the date of this Deed:

(a)

one (1) counterpart of this Deed duly executed by the parties hereto;

(b)

(c)

the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties” ):

(i)

(ii)

a notarially attested secretary’s certificate of each of the Relevant Parties:

(1)

(2)

giving the names of its present officers and directors;

(3)

(4)

giving the legal owner of its shares and the number of such shares held;

(5)

(6)

containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party;

or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(c)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the members or shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and

(iii)

the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested;

3.1.2

evidence that the Effective Date (as defined in the Tenth Supplement) has occurred;

3.1.3

a tenth amendment to the Mortgage duly executed and lodged for recordation at the United States Coast Guard National Vessel Documentation Center;

3.1.4

a Certified Copy of a confirmation in respect of each of the relevant Hermes Vessel Owner Second Guarantees duly executed by NJL and PoH;

3.1.5

a confirmation from the Hermes Agent that the consent of Hermes has been obtained for the amendments contemplated by this Deed; and

3.1.6

PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date other than that Event of Default waived by the Agent pursuant to the letters dated 9 March 2004 and 20 April 2004 from the Agent to SHLLC.

3.2

If the Lenders, the Agent, the Hermes Agent and the Trustee, acting unanimously, decide (or the Agent in accordance with the Agency and Trust Deed decides) to give the instructions and consents provided for in Clause 2 without the Agent having received all of the documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Effective Date (or such other period as the Agent may stipulate) and the giving of the instructions and consents provided for in Clause 2 as aforesaid shall not be construed as a waiver of the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Hermes Agent, the Trustee or the Lenders any obligation to give the instructions and consents provided for in Clause 2 in the absence of such documents or evidence.

4	Representations and Warranties

4.1

Each of the Borrower and the Guarantor represents and warrants to the Lenders, the Agent, the Hermes Agent and the Trustee that:

4.1.1

4.1.2

4.1.3

its entry into and performance of this Deed and the transactions and documents contemplated hereby do not and will not conflict with:

(a)

any law or regulation or any official or judicial order; or

(b)

its constitutional documents; or

(c)

any agreement or document to which it is a party or which is binding upon it or any of its assets,

4.1.4

4.1.5

4.1.6

5	Expenses

5.1

5.2

6	Further Assurance

7	Counterparts

This Deed may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement.

8	Notices

8.1

of America (marked for the attention of the Chief Financial Officer and the Legal Department) (but one (1) copy shall suffice) with a copy to the Investors c/o Apollo Management, LP, 9 West 57th Street, 43rd Floor, New York, NY 10019, United States of America (marked for the attention of Mr Steve Martinez). Any notice, demand or other communication to be made or delivered by the Borrower or the Guarantor pursuant to this Deed shall (unless the Agent, the Hermes Agent or the Trustee has by fifteen (15) days’ written notice to the Borrower or the Guarantor specified another address) be made or delivered to the Agent, the Hermes Agent or the Trustee at its Office, the details of which are set out in Schedule 1.

8.2

8.3

The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement shall apply to this Deed.

9	Governing Law

This Deed and any non-contractual obligations arising from or in connection with it shall be governed by English law.

10	Jurisdiction

10.1

The courts of England have exclusive jurisdiction to settle any dispute:

10.1.1

arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed); or

10.1.2

relating to any non-contractual obligations arising from or in connection with this Deed,

10.2

10.3

10.4

10.5

10.6

10.7

10.8

In this Clause “judgment” includes order, injunction, declaration and any other decision or relief made or granted by a court.

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed on the day and year first before written.


SIGNED and DELIVERED as a DEED		)
By Amelia Reffold		)
duly authorised attorney-in-fact		)/s/ Amelia Reffold
for and on behalf of		)
PRIDE OF AMERICA SHIP HOLDING, LLC		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	One, St. Paul’s Churchyard
	London
	EC4M 8SH


EXECUTED as a DEED and DELIVERED		)
by NCL CORPORATION LTD.		)
acting by Amelia Reffold		)/s/ Amelia Reffold
expressly authorised in accordance with		)
the laws of Bermuda		)
by virtue of a power of attorney granted		)
by NCL CORPORATION LTD.		)
on 17 November 2010		)
such execution being witnessed by:	Roderick McGeachy	)
/s/ Roderick McGeachy	One, St. Paul’s Churchyard
	London
	EC4M 8SH


SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
COMMERZBANK AKTIENGESELLSCHAFT		)
as a Lender		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	One, St. Paul’s Churchyard
	London
	EC4M 8SH


SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
KFW		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	One, St. Paul’s Churchyard
	London
	EC4M 8SH


SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
HSBC BANK PLC		)
as a Lender		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	One, St. Paul’s Churchyard
	London
	EC4M 8SH


SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
HSBC BANK PLC		)
as the Agent and the Trustee		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One, St. Paul’s Churchyard
	London
	EC4M 8SH

SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
COMMERZBANK AKTIENGESELLSCHAFT		)
as the Hermes Agent		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One, St. Paul’s Churchyard
	London
	EC4M 8SH

Schedule 1

The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders

Name and address

Agent

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Hermes Agent

COMMERZBANK

AKTIENGESELLSCHAFT

Corporate Banking

Structured Export and Trade Finance

Kaiserplatz

60261 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 1362 3742
Attn:		Mr Klaus-Dieter Schmedding
Email:		exportfinance@commerzbank.com

Trustee

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Restructuring Trustee

DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482894
Attn:		Mrs Solveig Nuland Knoff
Email:		solveig.knoff@dnbnor.no

Lenders

COMMERZBANK AKTIENGESELLSCHAFT

Global Shipping

Domstrasse 18

20095 Hamburg

Federal Republic of Germany


Fax:		+49 40 3769 9649
Attn:		Mr Stefan Kuch/Mr Marcus Weber/Mrs Anne Randewig
Email:		shipfinance@commerzbank.com

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

KFW

Palmengartenstrasse 5-9

60325 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 7431 3768/2944
Attn:		Mr Josef Schmid/Ms Claudia Wenzel
Email:		josef.schmid@kfw.de/claudia.wenzel@kfw.de

DATED 18 NOVEMBER 2010

PRIDE OF AMERICA SHIP HOLDING, LLC

(as borrower)

NCL CORPORATION LTD.

(as guarantor)

THE SEVERAL BANKS

(particulars of which are set out in Schedule 1)

(as lenders)

HSBC BANK PLC

(as agent)

COMMERZBANK AKTIENGESELLSCHAFT

(as Hermes agent)

HSBC BANK PLC

(as trustee)

TENTH SUPPLEMENTAL DEED IN RELATION TO

(AMONG OTHER THINGS) SECURED LOAN AGREEMENT

dated 4 April 2003 for the equivalent amount in

United States Dollars of up to €40,000,000

pre- and post redelivery finance for one 1,075 cabin luxury cruise vessel

identified with no 7671 and working title “Project America”

at the yard of Lloyd Werft Bremerhaven GmbH

(now named “PRIDE OF AMERICA”)






				[]**

CONTENTS


		Page

1	Definitions and Construction		19

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents and Waiver of Negative Pledges in Second Mortgages and Second Assignments in respect of the Relevant Hermes Vessels		20

3	Conditions Precedent		23

4	Representations and Warranties		25

5	Expenses		26

6	Further Assurance		26

7	Counterparts		26

8	Notices		26

9	Governing Law		27

10	Jurisdiction		27

Schedule 1			31
	The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders		31

TENTH SUPPLEMENTAL DEED

DATED 18 November 2010

BETWEEN:

(1)	PRIDE OF AMERICA SHIP HOLDING, LLC of Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America as borrower (the “Borrower” );

(2)	NCL CORPORATION LTD. of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as guarantor (the “Guarantor” );

(3)	THE SEVERAL BANKS particulars of which are set out in Schedule 1 as lenders (collectively the “Lenders” and each individually a “Lender” );

(4)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as agent (the “Agent” );

(5)	COMMERZBANK AKTIENGESELLSCHAFT of Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of Germany as agent (the “Hermes Agent” ); and

(6)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as trustee for itself and the Lenders (as hereinafter defined) (the “Trustee” ).

WHEREAS:

(A)

By a loan agreement dated 4 April 2003 as amended and/or restated by a first supplemental agreement thereto dated 20 April 2004, a second supplemental agreement thereto dated 1 July 2004, a third supplemental agreement thereto dated 1 June 2005 (the “Third Supplement” ), a fourth supplemental agreement thereto dated as of 30 September 2005, a fifth supplemental agreement thereto dated 10 March 2006, a sixth supplemental agreement dated 13 November 2006, a seventh supplemental deed thereto dated 21 December 2007, an eighth supplemental deed thereto dated 2 April 2009 and a ninth supplemental deed thereto dated 22 July 2010 (the “Ninth Supplement” ) entered into between the Borrower or its predecessor Ship Holding LLC ( “SHLLC” ) as borrower, the Lenders as lenders, the Agent as agent for (among others) the Lenders, the Hermes Agent as agent for (among others) the Lenders and the Trustee as trustee for (among others) the Lenders (the “Original Loan Agreement” ), the Lenders granted to the Borrower a secured loan in the maximum amount of the equivalent in Dollars of forty million euro (€40,000,000) (the “Loan” ) to part-finance the completion by the Builder of the Vessel for the Contract Price (as such terms are defined in the Original Loan Agreement) on the terms and conditions therein contained. The repayment of the Loan by the Borrower has been secured by (among other things) a guarantee and indemnity dated 23 April 2004 granted by the Guarantor as amended, supplemented and/or restated from time to time (the “Original Guarantee” ), a first preferred mortgage dated 1 June 2005 and effective 7 June 2005 as amended and/or supplemented from time to time over the Borrower’s vessel “PRIDE OF AMERICA” (the “Mortgage” ) and second priority mortgages each dated 2 April 2009 over the Relevant Hermes Vessels (as defined below).

(B)

The Guarantor has requested the Lenders, the Agent, the Hermes Agent and the Trustee, among other things, to consent to (i) the granting by Norwegian Jewel Limited ( “NJL” ) and Pride of Hawaii, LLC ( “PoH” ) of mortgages and deeds of covenants over m.v.s “NORWEGIAN JEWEL” and “NORWEGIAN JADE” (the “Relevant Hermes

Vessels” ) respectively that are junior to all mortgages and deeds of covenants existing on the date hereof in respect of such Relevant Hermes Vessel, assignments of the earnings (including intercompany charters) and insurances of the Relevant Hermes Vessels that are junior to all earnings and insurance assignments, respectively, existing on the date hereof in respect of such Relevant Hermes Vessel and a subordination and assignment that is junior to all Sub-Agent’s subordinations and assignments existing on the date hereof in respect of such Relevant Hermes Vessel to be executed by the Sub-Agent (as bareboat charterer) in respect of m.v. “NORWEGIAN JADE”, each in favour of a syndicate of banks (the “New Term Loans Lenders” ), the facility agent for which is KfW IPEX-Bank GmbH, or a collateral agent therefor to secure the repayment of loans to be borrowed by NJL and PoH from the New Term Loans Lenders in the maximum aggregate amount of the lesser of (x) the sum of (I) 10% of the initial construction prices of the New Vessels and (II) 100% of the total aggregate amounts payable by NJL and PoH to the Hermes agent in relation to the New Term Loans in respect of the Hermes cover for such facilities (the “New Hermes Fees” ), (y) the sum of (I) €123,000,000 and (II) €3,075,000 and (z) USD224,770,000 (or such higher Dollar cap as may be later agreed between the facility agent for the New Term Loans, Hermes and the Guarantor), to finance in part the acquisition of the New Vessels by two (2) wholly owned subsidiaries of the Guarantor and related fees (the “Fourth Priority Security Documents” ), which loans will constitute Permitted Indebtedness from the Effective Date (as defined in the Ninth Supplement) (the “New Term Loans” ) and (ii) the prepayment of the relevant part of the New Term Loans in full if (w) the construction contract in respect of a New Vessel is terminated prior to the delivery date of such New Vessel, (x) the delivery date of the relevant New Vessel does not occur on or before (I) in the case of the part of the New Term Loans related to the first New Vessel, 23 December 2013 and (II) in the case of the part of the New Term Loans related to the second New Vessel, 8 December 2014, (y) either new export credit facility to be entered into by the purchasers of the New Vessels shall terminate or (z) certain insolvency events (as specified in the loan documentation in respect of the New Term Loans) occur with respect to the yard that is building the New Vessels (a “Mandatory Prepayment” ).

(C)	The consent of the Lenders, the Agent, the Hermes Agent and the Trustee is given in respect of the above matters on the terms of this tenth supplement (this “Deed” ) which shall be executed as a deed.

NOW THIS DEED WITNESSES as follows:

1	Definitions and Construction

1.1

“Effective Date” means the date on which the conditions precedent set out in Clause 3.1 are fulfilled to the satisfaction of the Agent or waived by the Agent pursuant to Clause 3.2;

“Guarantee” means the Original Guarantee as amended by this Deed;

“Loan Agreement” means the Original Loan Agreement as amended by this Deed; and

“New Process Agent” means EC3 Services Limited whose registered office is presently at 51 Eastcheap, London EC3M 1JP.

1.2

The provisions of clauses 1.2, 1.3 and 17.11 of the Loan Agreement shall apply hereto (mutatis mutandis).

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents and Waiver of Negative Pledges in Second Mortgages and Second Assignments in respect of the Relevant Hermes Vessels

2.1

Subject to Clause 3.1, the parties hereto agree that immediately upon and with effect from the Effective Date the Original Loan Agreement shall be read and construed as if:

2.1.1

the following definitions had been inserted in the appropriate place, alphabetically, in clause 1.1 of the Original Loan Agreement:

“ “Fourth Assignments” means the two (2) valid and effective legal assignments of the earnings and insurances of m.v.s “NORWEGIAN JEWEL” and “NORWEGIAN JADE” (together with the notices thereof) one (1) to be executed by each of the owners of the relevant Hermes Vessels in respect of its Hermes Vessel and the one (1) valid and effective subordination and assignment to be executed by the Manager (as bareboat charterer) in respect of m.v. “NORWEGIAN JADE” in each case in favour of the New Term Loans Lenders or the collateral agent and/or trustee therefor and junior to all subordinations and/or assignments existing as of the date of the Tenth Supplemental Deed in respect of such Hermes Vessel;

“Fourth Mortgages” means the two (2) statutory Bahamian ship mortgages and deeds of covenants collateral thereto one (1) to be granted by respectively each of the owners of m.v.s “NORWEGIAN JEWEL” and “NORWEGIAN JADE” over its Hermes Vessel in favour of the New Term Loans Lenders or the collateral agent and/or trustee therefor and junior to all ship mortgages and deeds of covenants existing as of the date of the Tenth Supplemental Deed in respect of such Hermes Vessel;

“Fourth Priority Security Co-ordination Deeds” means the deeds to be made between (among others) HSBC Bank plc (as trustee for the relevant Guaranteed Loan Lenders, as first mortgagees), the Restructuring Trustee (as trustee for the relevant Guaranteed Loan Lenders, as second mortgagees), the Restructuring Trustee (as trustee for the Non-Guaranteed Loan Lenders, as third mortgagees), the facility or collateral agent (as the case may be) for the New Term Loans Lenders and the owners of m.v.s “NORWEGIAN JEWEL” and “NORWEGIAN JADE” in relation to the Fourth Mortgages and the Fourth Assignments such co-ordination deeds to be in the form and on the terms and conditions agreed between the Lenders and the other parties to the co-ordination deed on the date of the Tenth Supplemental Deed, such terms and conditions to include, without

limitation, the conditional ability of Norwegian Jewel Limited and Pride of Hawaii, LLC to, upon the cancellation of any construction contract for the New Vessels, prepay the relevant part of the New Term Loans in full;

“New Term Loans Lenders” means the lenders of the New Term Loans;

“Tenth Supplemental Deed” means the tenth supplemental deed dated November 2010 to this Agreement; ”;

2.1.2

the following paragraphs had been inserted in the appropriate place, alphabetically, in paragraph (v)(y) of the definition of “Permitted Liens” in clause 1.1 of the Original Loan Agreement:

“ (i) the Fourth Mortgages and (j) the Fourth Assignments ”; and

2.1.3

“ , the Fourth Priority Security Co-ordination Deeds ”.

2.2

Subject to Clause 3.1 and pursuant to Clause 2.1, immediately upon and with effect from the Effective Date:

2.2.1

2.2.2

the Lenders, the Agent and the Hermes Agent instruct the Trustee to instruct the Restructuring Trustee, as Restructuring Trustee and as Second Mortgagee under the Second Mortgages, pursuant to the relevant Second Priority Security Co-ordination Deeds to allow NJL, PoH and the Sub-Agent to grant the Fourth Priority Security and enter into the Fourth Priority Security Documents in form attached to the relevant intercreditor deed with the relevant parties in relation to the relevant Fourth Priority Security Documents;

2.2.3

2.2.4

2.3

Each of the Borrower and the Guarantor hereby confirms to the Lenders, the Agent, the Hermes Agent and the Trustee that immediately upon and with effect from the Effective Date:

2.3.1

2.3.2

2.3.3

2.3.4

2.4

3	Conditions Precedent

3.1

3.1.1

on the date of this Deed:

(a)

one (1) counterpart of this Deed duly executed by the parties hereto;

(b)

(c)

the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties” ):

(i)

(ii)

a notarially attested secretary’s certificate of each of the Relevant Parties:

(1)

(2)

giving the names of its present officers and directors;

(3)

(4)

giving the legal owner of its shares and the number of such shares held;

(5)

(6)

containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party;

or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(c)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the members or shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and

(iii)

the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested;

3.1.2

evidence that the Effective Date (as defined in the Ninth Supplement) has occurred;

3.1.3

a tenth amendment to the Mortgage duly executed and lodged for recordation at the United States Coast Guard National Vessel Documentation Center;

3.1.4

a Certified Copy of a confirmation in respect of each of the relevant Hermes Vessel Owner Second Guarantees duly executed by NJL and PoH; and

3.1.5

PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date.

3.2

Agent may stipulate) and the giving of the instructions and consents provided for in Clause 2 as aforesaid shall not be construed as a waiver of the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Hermes Agent, the Trustee or the Lenders any obligation to give the instructions and consents provided for in Clause 2 in the absence of such documents or evidence.

4	Representations and Warranties

4.1

Each of the Borrower and the Guarantor represents and warrants to the Lenders, the Agent, the Hermes Agent and the Trustee that:

4.1.1

4.1.2

4.1.3

its entry into and performance of this Deed and the transactions and documents contemplated hereby do not and will not conflict with:

(a)

any law or regulation or any official or judicial order; or

(b)

its constitutional documents; or

(c)

any agreement or document to which it is a party or which is binding upon it or any of its assets,

4.1.4

4.1.5

4.1.6

5	Expenses

5.1

5.2

6	Further Assurance

7	Counterparts

This Deed may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement.

8	Notices

8.1

Guarantor pursuant to this Deed shall (unless the Agent, the Hermes Agent or the Trustee has by fifteen (15) days’ written notice to the Borrower or the Guarantor specified another address) be made or delivered to the Agent, the Hermes Agent or the Trustee at its Office, the details of which are set out in Schedule 1.

8.2

8.3

The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement shall apply to this Deed.

9	Governing Law

This Deed and any non-contractual obligations arising from or in connection with it shall be governed by English law.

10	Jurisdiction

10.1

The courts of England have exclusive jurisdiction to settle any dispute:

10.1.1

arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed); or

10.1.2

relating to any non-contractual obligations arising from or in connection with this Deed,

10.2

10.3

10.4

10.5

10.6

10.7

10.8

In this Clause “judgment” includes order, injunction, declaration and any other decision or relief made or granted by a court.

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed on the day and year first before written.


SIGNED and DELIVERED as a DEED		)
By Amelia Reffold		)
duly authorised attorney-in-fact		)/s/ Amelia Reffold
for and on behalf of		)
PRIDE OF AMERICA SHIP HOLDING, LLC		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One, St. Paul’s Churchyard
	London
	EC4M 8SH


EXECUTED as a DEED and DELIVERED		)
by NCL CORPORATION LTD.		)
acting by Amelia Reffold		)/s/ Amelia Reffold
expressly authorised in accordance with		)
the laws of Bermuda		)
by virtue of a power of attorney granted		)
by NCL CORPORATION LTD.		)
on 17 November 2010		)
such execution being witnessed by:	Roderick McGeachy	)
/s/ Roderick McGeachy	One, St. Paul’s Churchyard
	London
	EC4M 8SH

SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
COMMERZBANK AKTIENGESELLSCHAFT		)
as a Lender		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	One, St. Paul’s Churchyard
	London
	EC4M 8SH

SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
KFW		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	One, St. Paul’s Churchyard
	London
	EC4M 8SH

SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
DVB BANK SE		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	One, St. Paul’s Churchyard
	London
	EC4M 8SH


SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
HSBC BANK PLC		)
as the Agent and the Trustee		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	One, St. Paul’s Churchyard
	London
	EC4M 8SH


SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
COMMERZBANK AKTIENGESELLSCHAFT		)
as the Hermes Agent		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	One, St. Paul’s Churchyard
	London
	EC4M 8SH

Schedule 1

The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders

Name and address

Agent

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Hermes Agent

COMMERZBANK

AKTIENGESELLSCHAFT

Corporate Banking

Structured Export and Trade Finance

Kaiserplatz

60261 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 1362 3742
Attn:		Mr Klaus-Dieter Schmedding
Email:		exportfinance@commerzbank.com

Trustee

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Restructuring Trustee

DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482894
Attn:		Mrs Solveig Nuland Knoff
Email:		solveig.knoff@dnbnor.no

Lenders

COMMERZBANK AKTIENGESELLSCHAFT

Global Shipping

Domstrasse 18

20095 Hamburg

Federal Republic of Germany


Fax:		+49 40 3769 9649
Attn:		Mr Stefan Kuch/Mr Marcus Weber/Mrs Anne Randewig
Email:		shipfinance@commerzbank.com

KFW

Palmengartenstrasse 5-9

60325 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 7431 3768/2944
Attn:		Mr Josef Schmid/Ms Claudia Wenzel
Email:		josef.schmid@kfw.de/claudia.wenzel@kfw.de

DVB BANK SE

Parklaan 2

3016 BB Rotterdam

The Netherlands


Fax:		+5999 4652366
Attn:		LAM/Eric Maduro
Email:		lam.curacao@dvbbank.com/james.neira@dvbbank.com

Exhibit 10.17

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

DATED 22 JULY 2010

NORWEGIAN JEWEL LIMITED

(as borrower)

NCL CORPORATION LTD.

(as guarantor)

THE SEVERAL BANKS

(particulars of which are set out in Schedule 1)

(as lenders)

HSBC BANK PLC

(as agent)

COMMERZBANK AKTIENGESELLSCHAFT

(as Hermes agent)

HSBC BANK PLC

(as trustee)

SIXTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)

SECURED LOAN AGREEMENT

dated 20 April 2004 for the amount of up to USD334,050,000

pre- and post delivery finance for

“NORWEGIAN JEWEL”

a luxury cruise vessel with 1,188 passenger cabins

being hull no S.667 at the yard of Meyer Werft GmbH






				[]**

CONTENTS


		Page

1	Definitions and Construction		2

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents		2

3	Conditions Precedent		3

4	Representations and Warranties		6

5	Fee and Expenses		7

6	Further Assurance		7

7	Counterparts		8

8	Notices		8

9	Governing Law		8

10	Jurisdiction		9

Schedule 1	The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders		13

Schedule 2	Amendment of Original Loan Agreement		16

Schedule 3	Amendment of Original Guarantee		19

Schedule 4	Repayment Schedule calculated using the Application of Proceeds Formulation		20

Schedule 5	Repayment Schedule for the purpose of calculating the amount of the Margin payable		21

SIXTH SUPPLEMENTAL DEED

DATED 22 July 2010

BETWEEN:

(1)	NORWEGIAN JEWEL LIMITED , a company incorporated under the laws of the Isle of Man and having its registered office at International House, Castle Hill, Victoria Road, Douglas, Isle of Man, British Isles as borrower (the “Borrower” );

(2)	NCL CORPORATION LTD. , a company incorporated under the laws of Bermuda and having its registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as guarantor (the “Guarantor” );

(3)	THE SEVERAL BANKS particulars of which are set out in Schedule 1 as lenders (collectively the “Lenders” and each individually a “Lender” );

(4)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as agent (the “Agent” );

(5)	COMMERZBANK AKTIENGESELLSCHAFT of Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of Germany as agent (the “Hermes Agent” ); and

(6)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as trustee for itself and the Lenders (as hereinafter defined) (the “Trustee” ).

WHEREAS :

(A)

By a loan agreement dated 20 April 2004 as amended and/or restated by a first supplemental deed thereto dated as of 30 September 2005, a second supplemental deed thereto dated 4 April 2006, a third supplemental deed thereto dated 13 November 2006, a fourth supplemental deed thereto dated 21 December 2007 and a fifth supplemental deed thereto dated 2 April 2009 entered into between the Borrower as borrower, the Lenders as lenders, the Agent as agent for (among others) the Lenders, the Hermes Agent as agent for (among others) the Lenders and the Trustee as trustee for (among others) the Lenders (the “Original Loan Agreement” ), the Lenders granted to the Borrower a secured loan in the maximum amount of three hundred and thirty four million and fifty thousand Dollars (USD334,050,000) (the “Loan” ) for the purpose of enabling the Borrower to finance (among other things) the construction of the Vessel (as such term is defined in the Original Loan Agreement) on the terms and conditions therein contained. The repayment of the Loan by the Borrower has been secured by (among other things) a guarantee and indemnity dated 20 April 2004 granted by the Guarantor as amended and/or restated by the said first supplement dated as of 30 September 2005, the said third supplement dated 13 November 2006 and the said fifth supplemental deed dated 2 April 2009 (the “Original Guarantee” ).

(B)

(C)	The consent of the Lenders, the Agent, the Hermes Agent and the Trustee is given in respect of the above matters on the terms of this sixth supplement to the Original Loan Agreement (this “Deed” ) which shall be executed as a deed.

NOW THIS DEED WITNESSES as follows:

1	Definitions and Construction

1.1

“Application of Proceeds Formulation” means the formulation set out in Clause 3.3;

“Effective Date” means the date on which the conditions precedent set out in Clause 3.1 are fulfilled to the satisfaction of the Agent or waived by the Agent pursuant to Clause 3.2;

“Guarantee” means the Original Guarantee as amended by this Deed;

“Loan Agreement” means the Original Loan Agreement as amended by this Deed;

“Maximum Amount of the Delayed Principal Amount” shall have the meaning to be specified for such term in the Loan Agreement; and

“New Process Agent” means EC3 Services Limited whose registered office is presently at 51 Eastcheap, London EC3M 1JP.

1.2

The provisions of clauses 1.2, 1.3 and 17.11 of the Loan Agreement shall apply hereto (mutatis mutandis).

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents

2.1

Subject to Clause 3.1, the parties hereto agree that immediately upon and with effect from the Effective Date:

2.1.1

2.1.2

schedule 10 to the Original Loan Agreement had been deleted and substituted with Schedule 4 to this Deed; and

2.1.3

a new schedule 11 had been added to the Original Loan Agreement in the form of Schedule 5 to this Deed.

2.2

Each of the Borrower and the Guarantor hereby confirms to the Lenders, the Agent, the Hermes Agent and the Trustee that with effect from the Effective Date:

2.2.1

2.2.2

the Security Documents to which it is a party shall apply to, and extend to secure, the whole of the Outstanding Indebtedness, as defined in clause 1.1 of the Loan Agreement, until it has been repaid or paid in full to the Lenders (or to the Agent on their behalf) and the Agent;

2.2.3

its obligations under the Security Documents to which it is a party shall not be discharged, impaired or otherwise affected by reason of the execution of this Deed or of any of the documents or transactions contemplated hereby and in particular but without limitation by the granting of time to the Borrower under the Original Loan Agreement; and

2.2.4

its obligations under the Security Documents to which it is a party shall remain in full force and effect as security for the obligations of the Borrower under the Loan Agreement and the other Security Documents as amended by this Deed.

2.3

3	Conditions Precedent

3.1

3.1.1

on the date of this Deed:

(a)

one (1) counterpart of this Deed duly executed by the parties hereto;

(b)

(c)

evidence that each of the Lenders has received payment of the handling/work fee to which it is entitled as more particularly described in Clause 5.1; and

(d)

the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties” ):

(i)

(ii)

a notarially attested secretary’s certificate of each of the Relevant Parties:

(1)

(2)

giving the names of its present officers and directors;

(3)

(4)

giving the legal owner of its shares and the number of such shares held;

(5)

attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; and

(6)

containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party;

or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and

(iii)

the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested;

3.1.2

3.1.3

a Certified Copy of a confirmation in respect of each of the Hermes Vessel Owner Second Guarantees duly executed by the owners of the Hermes Vessels other than the Borrower;

3.1.4

a confirmation from the Hermes Agent that the consent of Hermes has been obtained for the amendments to the Original Loan Agreement and the Original Guarantee contemplated by this Deed;

3.1.5

evidence that all the conditions precedent to the amendment of each facility agreement and, if applicable, guarantee in respect of each NCLC Group Credit Facility have been satisfied; and

3.1.6

PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date (subject to Clause 3.2).

3.2

3.3

3.3.1

entirely to the Delayed Principal Amount; and

3.3.2

in forward order of maturity with respect to the dates of the Revised Repayments.

For illustrative purposes:

(a)

(b)

(c)

4	Representations and Warranties

4.1

Each of the Borrower and the Guarantor represents and warrants to the Lenders, the Agent, the Hermes Agent and the Trustee that:

4.1.1

4.1.2

4.1.3

its entry into and performance of this Deed and the transactions and documents contemplated hereby do not and will not conflict with:

(a)

any law or regulation or any official or judicial order; or

(b)

its constitutional documents; or

(c)

any agreement or document to which it is a party or which is binding upon it or any of its assets,

4.1.4

4.1.5

4.1.6

5	Fee and Expenses

5.1

5.2

The Borrower and the Guarantor jointly and severally undertake to reimburse the Lenders, the Agent, the Hermes Agent and the Trustee on demand on a full indemnity basis for the reasonable charges and expenses (together with value added tax or any similar tax thereon and including without limitation the fees and expenses of legal and other advisers) incurred by the Lenders, the Agent, the Hermes Agent and/or the Trustee in respect of or in connection with the negotiation, preparation, printing, execution, registration and enforcement of this Deed and any other documents required in connection with the implementation of this Deed.

5.3

6	Further Assurance

7	Counterparts

This Deed may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement.

8	Notices

8.1

8.2

8.3

The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement shall apply to this Deed.

9	Governing Law

This Deed and any non-contractual obligations arising from or in connection with it shall be governed by English law.

10	Jurisdiction

10.1

The courts of England have exclusive jurisdiction to settle any dispute:

10.1.1

arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed); or

10.1.2

relating to any non-contractual obligations arising from or in connection with this Deed,

10.2

10.3

10.4

10.5

10.6

10.7

10.8

In this Clause “judgment” includes order, injunction, declaration and any other decision or relief made or granted by a court.

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed on the day and year first before written.


SIGNED SEALED and DELIVERED as a DEED		)
By Micha Withoft		)
for and on behalf of		)/s/ Micha Withoft
NORWEGIAN JEWEL LIMITED		)
in the presence of: /s/ Danae Ugolini		)
Danae Ugolini
EC4M 8SH London

SIGNED SEALED and DELIVERED as a DEED		)
By Micha Withoft		)
for and on behalf of		)/s/ Micha Withoft
NCL CORPORATION LTD.		)
in the presence of: /s/ Danae Ugolini		)
Danae Ugolini
EC4M 8SH London

SIGNED SEALED and DELIVERED as a DEED		)
By Julie M. Clegg		)
for and on behalf of		)/s/ Julie M. Clegg
COMMERZBANK AKTIENGESELLSCHAFT		)
as a Lender		)
in the presence of: /s/ Danae Ugolini		)
Danae Ugolini
EC4M 8SH London

SIGNED SEALED and DELIVERED as a DEED		)
By Julie M. Clegg		)
for and on behalf of		)/s/ Julie M. Clegg
KFW		)
in the presence of: /s/ Danae Ugolini		)
Danae Ugolini
EC4M 8SH London


SIGNED SEALED and DELIVERED as a DEED		)
By Julie M. Clegg		)
for and on behalf of		)/s/ Julie M. Clegg
DnB NOR BANK ASA		)
in the presence of: /s/ Danae Ugolini		)
Danae Ugolini
EC4M 8SH London

SIGNED SEALED and DELIVERED as a DEED		)
By Shein Kwok Lim		)
for and on behalf of		)/s/ Shein Kwok Lim
OVERSEA-CHINESE BANKING		)
CORPORATION LIMITED		)
in the presence of: /s/ Danae Ugolini		)
Danae Ugolini
EC4M 8SH London

SIGNED SEALED and DELIVERED as a DEED		)
By Julie M. Clegg		)
for and on behalf of		)/s/ Julie M. Clegg
NORDDEUTSCHE LANDESBANK		)
GIROZENTRALE		)
in the presence of: /s/ Danae Ugolini		)
Danae Ugolini
EC4M 8SH London

SIGNED SEALED and DELIVERED as a DEED		)
By Julie M. Clegg		)
for and on behalf of		)/s/ Julie M. Clegg
CREDIT AGRICOLE CORPORATE		)
AND INVESTMENT BANK		)
in the presence of: /s/ Danae Ugolini		)
Danae Ugolini
EC4M 8SH London

SIGNED SEALED and DELIVERED as a DEED		)
By Julie M. Clegg		)
for and on behalf of		)/s/ Julie M. Clegg
HSBC BANK PLC		)
as the Agent, the Trustee and a Lender		)
in the presence of: /s/ Danae Ugolini		)
Danae Ugolini
EC4M 8SH London


SIGNED SEALED and DELIVERED as a DEED		)
By Julie M. Clegg		)
for and on behalf of		)/s/ Julie M. Clegg
COMMERZBANK AKTIENGESELLSCHAFT		)
as the Hermes Agent		)
in the presence of: /s/ Danae Ugolini		)
Danae Ugolini
EC4M 8SH London

Schedule 1

The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders

Name and address

Agent

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Hermes Agent

COMMERZBANK

AKTIENGESELLSCHAFT

Corporate Banking

Structured Export and Trade Finance

Kaiserplatz

60261 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 1362 3742
Attn:		Mr Klaus-Dieter Schmedding
Email:		exportfinance@commerzbank.com

Trustee

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Restructuring Trustee

DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482894
Attn:		Mrs Solveig Nuland Knoff
Email:		solveig.knoff@dnbnor.no

Lenders

COMMERZBANK AKTIENGESELLSCHAFT

Global Shipping

Domstrasse 18

20095 Hamburg

Federal Republic of Germany


Fax:		+49 40 3769 9649
Attn:		Mr Stefan Kuch/Mr Martin Hugger/Mrs Anne Randewig
Email:		shipfinance@commerzbank.com

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

KFW

Palmengartenstrasse 5-9

60325 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 7431 3768/2944
Attn:		Mr Josef Schmid/Ms Claudia Wenzel
Email:		josef.schmid@kfw.de/claudia.wenzel@kfw.de

DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482020
Attn:		Mrs Amra Koluder
Email:		amra.koluder@dnbnor.no

OVERSEA-CHINESE BANKING

CORPORATION LIMITED

Singapore Branch

65 Chulia Street #10-00

Singapore 049513


Fax:		+65 6536 6449/6532 5347
Attn:		Ms Lee King Lan/Ms Elaine Lam
Email:		LeeKingLan@ocbc.com/LamSYElaine@ocbc.com

NORDDEUTSCHE LANDESBANK GIROZENTRALE

Friedrichswall 10

30159 Hannover

Federal Republic of Germany


Fax:		+49 511 361 4785
Attn:		Mr Torsten Reinecke
Email:		shipping@nordlb.de

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

Taunusanlage 14

60325 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 74221 197
Attn:		Mr Stephan Bachmann
Email:		stephan.bachmann@ca-cib.com

with a copy to:

CREDIT AGRICOLE ASIA SHIPFINANCE LIMITED


Fax:		+852 2868 1448
Attn:		Mr Terence Yuen/Ms Iris Lai
Email:		terence.yuen@ca-cib.com/iris.lai@ca-cib.com

Schedule 2

Amendment of Original Loan Agreement


Clause/Definition	Amendment

Clause 1.1, definition of “Application of Proceeds Formulation”	means the following formulation for the application of any amount of the Loan to be prepaid pursuant to Clause 4.10:
	(i)	entirely to the Delayed Principal Amount; and
	(ii)	in respect of any prepayment of the Loan to be made pursuant to clause 3.1.2 of the Sixth Supplemental Deed, in forward order of maturity with respect to the dates of the Revised Repayments; and
	(iii)	in respect of any other prepayment of the Loan to be made pursuant to Clause 4.10, in forward order of maturity with respect to the dates of the Revised Repayments, subject to the approval of all of the Lenders in respect of each such prepayment and, if the approval of all of the Lenders is not obtained, in inverse order of maturity with respect to the dates of the Revised Repayments;

Clause 1.1, definition of “Margin” (paragraph (ii))	(ii)	from 1 January 2009 until 31 December 2009 inclusive the rate of two point two five per cent (2.25%) per annum and thereafter two point seven five per cent (2.75%) per annum on the Delayed Principal Amount;

	notwithstanding the provisions of the penultimate paragraph of Clause 4.10 (as more particularly described in the final paragraph of Clause 4.10);

Clause 1.1, definition (new) of “Maximum Amount of the Delayed Principal Amount”	means USD40,532,627.07;

Clause 1.1, definition (new) of “New Vessels”	means the two (2) newbuild cruise vessels each not larger than m.v. “NORWEGIAN EPIC” (ex hull no C33 (sometimes known as D33) at STX France S.A.) in terms of number of passenger cabins or gross or net tonnage, not on order by a member of the NCLC Group as of the Effective Date (as defined in the Sixth Supplemental Deed);


Clause/Definition		Amendment

Clause 1.1, definition of “Permitted Indebtedness”		means (i) any monies borrowed or raised other than from any direct or indirect shareholder of the Borrower prior to the date on which the last of the Fifth Supplemental Deed and the Amendment Documents have been signed by all the parties thereto and notified by the Borrower to the Agent prior to such date; (ii) the Letter of Credit Facilities; (iii) Permitted Refinancing Indebtedness and (iv) one or more financing arrangements entered into in relation to the acquisition of the New Vessels (or either of them), the agreed form(s) of the term sheet(s) related to such financing arrangement(s) having been disclosed by the Borrower to Hermes prior to their execution by the Borrower or any other member of the NCLC Group and such financing arrangement(s) being on terms satisfactory to Hermes. The term sheet(s) will be disclosed to Hermes on the basis that the terms of such financing arrangement(s) shall be deemed satisfactory unless Hermes notifies the Borrower to the contrary within five (5) business days (in the city in which Hermes has its office) of receipt of the term sheet(s);

Clause 1.1, definition of “Sixth Supplemental Deed”		means the sixth supplemental deed dated 2010 to this Agreement;

Clause 1.1, definition (new) of “Total Delayed Principal Amount”		means USD280,561,651.28, being the aggregate of the Maximum Amount of the Delayed Principal Amount (as defined in the facility agreement for each Cash Sweep Credit Facility) for each Cash Sweep Credit Facility (or, if applicable, tranche thereof);

Clause 4.1		On giving at least thirty (30) days’ prior notice to the Agent, the Borrower may on the last day of a Pre-Delivery Interest Period or an Interest Period prepay (without premium or penalty, subject to Clause 4.8) the whole or any relevant part of the Loan (but if in part in an amount of five million Dollars (USD5,000,000) or an integral multiple thereof). Notwithstanding anything to the contrary in this Clause 4.1, any prepayment made before an amount equal to the Maximum Amount of the Delayed Principal Amount has been prepaid and/or repaid shall be governed by Clause 4.10.

Clause 4.7 (third sentence)		Subject to Clause 4.9 and Clause 4.10, each prepayment under this Agreement shall be applied in satisfaction of the Borrower’s remaining obligations under Clause 3 in inverse chronological order and Schedule 10 and Schedule 11 shall be recalculated and agreed in accordance with Clause 4.10.


Clause/Definition		Amendment

Clause 4.10		Notwithstanding anything to the contrary in this Agreement, other than in respect of ordinary refinancings, no voluntary prepayment of the Loan may be made before an amount equal to the Total Delayed Principal Amount has been cancelled and/or prepaid and/or repaid unless pro rata prepayments, reductions and/or cancellations of the other Cash Sweep Credit Facilities are to be made. The prepayment, reduction and/or cancellation to be made under each Cash Sweep Credit Facility shall be calculated based on each Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this Agreement in respect of the Loan and as defined in the relevant facility agreement in respect of each of the other Cash Sweep Credit Facilities) as of the date of the prepayment, reduction and/or cancellation, save for any prepayment to be made pursuant to the Sixth Supplemental Deed. Each such outstanding Delayed Principal Amount or Maximum Amount of the Delayed Principal Amount (as the case may be), to the extent it is not already denominated in Dollars, shall be converted into Dollars on the date falling ten (10) Business Days prior to the relevant prepayment, reduction and/or cancellation date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, for the purposes of such calculation. Subject to Clause 4.8 and the rest of this Clause 4.10, with respect to the Loan on the relevant date of measurement, any prepayment made before an amount equal to the relevant Maximum Amount of the Delayed Principal Amount has been cancelled and/or prepaid and/or repaid shall be applied in accordance with the Application of Proceeds Formulation. As at the Effective Date (as defined in the Sixth Supplemental Deed), Schedule 10 contains a repayment schedule calculated following the prepayment of an amount of the Loan as more particularly described in clause 3.1.2 of the Sixth Supplemental Deed. Following any further voluntary prepayment of the Loan pursuant to this Clause 4.10 or Clause 4.1, Schedule 10 shall be recalculated using the Application of Proceeds Formulation or in accordance with Clause 4.7 (as the case may be), shall be agreed between the Agent and the Borrower as soon as possible after the prepayment date and shall, from such prepayment date, be deemed to be a part of this Agreement. Notwithstanding anything to the contrary, paragraph (ii) of the definition of Margin shall continue to apply as if the amount of each Revised Repayment or Originally Scheduled Repayment prepaid as described in the last three (3) sentences of the previous paragraph of this Clause 4.10 or in Clause 4.1 had been applied pro rata between the Delayed Principal Amount and the Ordinary Principal Amount comprising each such Revised Repayment or Originally Scheduled Repayment prior to any voluntary prepayment made under this Clause 4.10 pursuant to the Sixth Supplemental Deed. As at the Effective Date (as defined in the Sixth Supplemental Deed), Schedule 11 contains a repayment schedule calculated following the prepayment of an amount of the Loan as more particularly described in clause 3.1.2 of the Sixth Supplemental Deed, on the basis that the amount of each such Revised Repayment prepaid had been applied pro rata between the Delayed Principal Amount and the Ordinary Principal Amount comprising each such Revised Repayment prior to any voluntary prepayment made under this Clause 4.10 pursuant to the Sixth Supplemental Deed. Following any further voluntary prepayment of the Loan pursuant to this Clause 4.10 or Clause 4.1, Schedule 11 shall be recalculated on the basis described in this paragraph of this Clause 4.10, shall be agreed between the Agent and the Borrower as soon as possible after the prepayment date and shall, from such prepayment date, be deemed to be a part of this Agreement.

Schedule 3

Amendment of Original Guarantee


Clause		Amendment

Clause 10.9 (final sentence)		For the avoidance of doubt the purchase of a vessel other than the New Vessels shall not be permitted under this Clause 10.9 or any other provision of the Loan Agreement or this Deed.

Clause 10.10 (new)		The Guarantor shall not (and will procure that no other company in the NCLC Group shall) commit to the purchase of a New Vessel unless the relevant Permitted Indebtedness is available to the buyer unconditionally subject only to the satisfaction of conditions precedent usual for such financing arrangements.

Clause 11.3		The Guarantor shall not and shall procure that no other member of the NCLC Group shall, pay any dividends or make any other distributions in respect of its share capital to any person, provided that (i) subsidiaries of the Guarantor may pay dividends to another member of the NCLC Group, (ii) the Guarantor may pay dividends in respect of tax liability to each relevant jurisdiction in respect of tax returns for each relevant jurisdiction of the NCLC Group or holder of the Guarantor’s capital stock with respect to income taxable as a result of any member of the NCLC Group being treated as a pass-through entity or attributable to any member of the NCLC Group, and (iii) after the later of (x) the listing of the ordinary capital stock of the Guarantor on an Approved Stock Exchange and (y) an amount equal to the Total Delayed Principal Amount having been prepaid and/or repaid, dividends may be paid in an amount not to exceed fifty per cent (50%) of the Consolidated Net Income of the Guarantor and its subsidiaries for the period commencing on 1 January 2010 and ending on the date prior to such payment for which accounts are available, so long as (I) at the time of the payment of such dividend, no Event of Default has occurred and is continuing or would result from the payment of such dividend and (II) after giving effect to such dividend the ratio of Total Net Funded Debt to Consolidated EBITDA for the four (4) consecutive financial quarters last ended for which accounts have been provided to the Agent pursuant to Clause 9.2 of the Guarantee is less than 5.50:1.00. The Agent shall use the Application of Proceeds Formulation to determine whether an amount equal to the Maximum Amount of the Delayed Principal Amount has been prepaid and/or repaid. The Guarantor will procure that any dividends or other distributions and interest paid or payable in connection with such dividends or other distributions will be received promptly by the Guarantor directly or indirectly from the Borrower’s shareholder(s) (if such shareholder is not the Guarantor) by way of dividend.

Schedule 4

Repayment Schedule calculated using the Application of Proceeds Formulation


	Existing Schedule										Revised Schedule (after giving effect to USD100,000,000 prepayment)
	Ordinary Principal Amount		Originally Scheduled Repayments		Delayed Principal Amount		Revised Repayments		Revised Principal Amount		Ordinary Principal Amount		Originally Scheduled Repayments		Delayed Principal Amount		New Revised Repayments		Revised Principal Amount
	USD		USD		USD		USD		USD		USD		USD		USD		USD		USD
4-Aug-10		189,152,259.77		13,510,875.69		40,532,627.07				229,684,886.84		189,152,259.77		13,510,875.69		40,532,627.07				229,684,886.84
Amendment Prepayment		189,152,259.77				40,532,627.07				229,684,886.84		189,152,259.77				26,085,667.95		14,446,959.12		215,237,927.72
4-Feb-11		175,641,384.08		13,510,875.69		40,532,627.07		13,510,875.69		216,174,011.15		175,641,384.08		13,510,875.69		26,085,667.95		13,510,875.69		201,727,052.03
4-Aug-11		162,130,508.39		13,510,875.69		40,532,627.07		13,510,875.69		202,663,135.46		162,130,508.39		13,510,875.69		26,085,667.95		13,510,875.69		188,216,176.34
6-Feb-12		148,619,632.70		13,510,875.69		40,532,627.07		13,510,875.69		189,152,259.77		148,619,632.70		13,510,875.69		26,085,667.95		13,510,875.69		174,705,300.65
6-Aug-12		135,108,757.01		13,510,875.69		40,532,627.07		13,510,875.69		175,641,384.08		135,108,757.01		13,510,875.69		26,085,667.95		13,510,875.69		161,194,424.96
4-Feb-13		121,597,881.32		13,510,875.69		40,532,627.07		13,510,875.69		162,130,508.39		121,597,881.32		13,510,875.69		26,085,667.95		13,510,875.69		147,683,549.27
5-Aug-13		108,087,005.63		13,510,875.69		40,532,627.07		13,510,875.69		148,619,632.70		108,087,005.63		13,510,875.69		26,085,667.95		13,510,875.69		134,172,673.58
4-Feb-14		94,576,129.94		13,510,875.69		35,466,048.67		18,577,454.09		130,042,178.61		94,576,129.94		13,510,875.69		26,085,667.95		13,510,875.69		120,661,797.89
4-Aug-14		81,065,254.25		13,510,875.69		30,399,470.27		18,577,454.09		111,464,724.52		81,065,254.25		13,510,875.69		26,085,667.95		13,510,875.69		107,150,922.20
4-Feb-15		67,554,378.56		13,510,875.69		25,332,891.87		18,577,454.09		92,887,270.43		67,554,378.56		13,510,875.69		25,332,892.13		14,263,651.51		92,887,270.69
4-Aug-15		54,043,502.87		13,510,875.69		20,266,313.47		18,577,454.09		74,309,816.34		54,043,502.87		13,510,875.69		20,266,313.73		18,577,454.09		74,309,816.60
4-Feb-16		40,532,627.18		13,510,875.69		15,199,735.07		18,577,454.09		55,732,362.25		40,532,627.18		13,510,875.69		15,199,735.33		18,577,454.09		55,732,362.51
4-Aug-16		27,021,751.49		13,510,875.69		10,133,156.67		18,577,454.09		37,154,908.16		27,021,751.49		13,510,875.69		10,133,156.93		18,577,454.09		37,154,908.42
6-Feb-17		13,510,875.80		13,510,875.69		5,066,578.27		18,577,454.09		18,577,454.07		13,510,875.80		13,510,875.69		5,066,578.53		18,577,454.09		18,577,454.33
4-Aug-17		—		13,510,875.80		—		18,577,454.07		—		—		13,510,875.80		—		18,577,454.33		—

Schedule 5

Repayment Schedule for the purpose of calculating the amount of the Margin payable


	Existing Schedule										Revised Schedule (after giving effect to USD100,000,000 prepayment)
	Ordinary Principal Amount		Originally Scheduled Repayments		Delayed Principal Amount		Revised Repayments		Revised Principal Amount		Ordinary Principal Amount		Originally Scheduled Repayments		Delayed Principal Amount		New Revised Repayments		Revised Principal Amount
	USD		USD		USD		USD		USD		USD		USD		USD		USD		USD
4-Aug-10		189,152,259.77		13,510,875.69		40,532,627.07		—		229,684,886.84		189,152,259.77		13,510,875.69		40,532,627.07		—		229,684,886.84
Amendment Prepayment		189,152,259.77		—		40,532,627.07		—		229,684,886.84		178,645,380.42				36,592,547.30		14,446,959.12		215,237,927.72
4-Feb-11		175,641,384.08		13,510,875.69		40,532,627.07		13,510,875.69		216,174,011.15		165,134,504.73		13,510,875.69		36,592,547.30		13,510,875.69		201,727,052.03
4-Aug-11		162,130,508.39		13,510,875.69		40,532,627.07		13,510,875.69		202,663,135.46		151,623,629.04		13,510,875.69		36,592,547.30		13,510,875.69		188,216,176.34
4-Feb-12		148,619,632.70		13,510,875.69		40,532,627.07		13,510,875.69		189,152,259.77		138,112,753.35		13,510,875.69		36,592,547.30		13,510,875.69		174,705,300.65
4-Aug-12		135,108,757.01		13,510,875.69		40,532,627.07		13,510,875.69		175,641,384.08		124,601,877.66		13,510,875.69		36,592,547.30		13,510,875.69		161,194,424.96
4-Feb-13		121,597,881.32		13,510,875.69		40,532,627.07		13,510,875.69		162,130,508.39		111,091,001.97		13,510,875.69		36,592,547.30		13,510,875.69		147,683,549.27
5-Aug-13		108,087,005.63		13,510,875.69		40,532,627.07		13,510,875.69		148,619,632.70		97,580,126.28		13,510,875.69		36,592,547.30		13,510,875.69		134,172,673.58
4-Feb-14		94,576,129.94		13,510,875.69		35,466,048.67		18,577,454.09		130,042,178.61		87,754,034.88		13,510,875.69		32,907,763.01		13,510,875.69		120,661,797.89
4-Aug-14		81,065,254.25		13,510,875.69		30,399,470.27		18,577,454.09		111,464,724.52		77,927,943.47		13,510,875.69		29,222,978.73		13,510,875.69		107,150,922.20
4-Feb-15		67,554,378.56		13,510,875.69		25,332,891.87		18,577,454.09		92,887,270.43		67,554,378.75		13,510,875.69		25,332,891.94		14,263,651.51		92,887,270.69
4-Aug-15		54,043,502.87		13,510,875.69		20,266,313.47		18,577,454.09		74,309,816.34		54,043,503.06		13,510,875.69		20,266,313.54		18,577,454.09		74,309,816.60
4-Feb-16		40,532,627.18		13,510,875.69		15,199,735.07		18,577,454.09		55,732,362.25		40,532,627.37		13,510,875.69		15,199,735.14		18,577,454.09		55,732,362.51
4-Aug-16		27,021,751.49		13,510,875.69		10,133,156.67		18,577,454.09		37,154,908.16		27,021,751.68		13,510,875.69		10,133,156.74		18,577,454.09		37,154,908.42
6-Feb-17		13,510,875.80		13,510,875.69		5,066,578.27		18,577,454.09		18,577,454.07		13,510,875.99		13,510,875.69		5,066,578.34		18,577,454.09		18,577,454.33
4-Aug-17		—		13,510,875.80		—		18,577,454.07		—		—		13,510,875.99		—		18,577,454.33		—

Exhibit 10.18

DATED 18 NOVEMBER 2010

NORWEGIAN JEWEL LIMITED

(as borrower)

NCL CORPORATION LTD.

(as guarantor)

THE SEVERAL BANKS

(particulars of which are set out in Schedule 1)

(as lenders)

HSBC BANK PLC

(as agent)

COMMERZBANK AKTIENGESELLSCHAFT

(as Hermes agent)

HSBC BANK PLC

(as trustee)

SEVENTH SUPPLEMENTAL DEED IN RELATION TO

(AMONG OTHER THINGS) SECURED LOAN AGREEMENT

dated 20 April 2004 for the amount of up to USD334,050,000

pre- and post delivery finance for

“NORWEGIAN JEWEL”

a luxury cruise vessel with 1,188 passenger cabins

being hull no S.667 at the yard of Meyer Werft GmbH






				[]**

CONTENTS


		Page

1	Definitions and Construction		2

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents and Waiver of Negative Pledges in Post Delivery Mortgage, Earnings Assignment and Insurance Assignment and Second Mortgage and Second Assignments in respect of m.v. “NORWEGIAN JADE”		3

3	Conditions Precedent		6

4	Representations and Warranties		8

5	Expenses		9

6	Further Assurance		9

7	Counterparts		10

8	Notices		10

9	Governing Law		10

10	Jurisdiction		11

Schedule 1	The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders		15

SEVENTH SUPPLEMENTAL DEED

DATED 18 November 2010

BETWEEN:

(1)	NORWEGIAN JEWEL LIMITED , a company incorporated under the laws of the Isle of Man and having its registered office at International House, Castle Hill, Victoria Road, Douglas, Isle of Man, British Isles as borrower (the “Borrower” );

(2)	NCL CORPORATION LTD. , a company incorporated under the laws of Bermuda and having its registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as guarantor (the “Guarantor” );

(3)	THE SEVERAL BANKS particulars of which are set out in Schedule 1 as lenders (collectively the “Lenders” and each individually a “Lender” );

(4)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as agent (the “Agent” );

(5)	COMMERZBANK AKTIENGESELLSCHAFT of Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of Germany as agent (the “Hermes Agent” ); and

(6)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as trustee for itself and the Lenders (as hereinafter defined) (the “Trustee” ).

WHEREAS:

(A)

By a loan agreement dated 20 April 2004 as amended and/or restated by a first supplemental deed thereto dated as of 30 September 2005, a second supplemental deed thereto dated 4 April 2006, a third supplemental deed thereto dated 13 November 2006, a fourth supplemental deed thereto dated 21 December 2007, a fifth supplemental deed thereto dated 2 April 2009 and a sixth supplemental deed thereto dated 22 July 2010 (the “Sixth Supplement” ) entered into between the Borrower as borrower, the Lenders as lenders, the Agent as agent for (among others) the Lenders, the Hermes Agent as agent for (among others) the Lenders and the Trustee as trustee for (among others) the Lenders (the “Original Loan Agreement” ), the Lenders granted to the Borrower a secured loan in the maximum amount of three hundred and thirty four million and fifty thousand Dollars (USD334,050,000) (the “Loan” ) for the purpose of enabling the Borrower to finance (among other things) the construction of the Vessel (as such term is defined in the Original Loan Agreement) on the terms and conditions therein contained. The repayment of the Loan by the Borrower has been secured by (among other things) a guarantee and indemnity dated 20 April 2004 granted by the Guarantor as amended and/or restated by the said first supplement dated as of 30 September 2005, the said third supplement dated 13 November 2006 and the said fifth supplemental deed dated 2 April 2009 (the “Original Guarantee” ), a first priority mortgage dated 4 August 2005 over the Borrower’s vessel “NORWEGIAN JEWEL” and a second priority mortgage over m.v. “NORWEGIAN JADE” and a second preferred mortgage over m.v. “PRIDE OF AMERICA” each dated 2 April 2009.

(B)

The Guarantor has requested the Lenders, the Agent, the Hermes Agent and the Trustee, among other things, to consent to (i) the borrowing by the Borrower from a syndicate of banks (the “New Term Loans Lenders” ), the facility agent for which is KfW IPEX-Bank GmbH, of loans which, when aggregated with the loans to be similarly borrowed by Pride of Hawaii, LLC ( “PoH” ), will amount to the lesser of (x) the sum of (I) 10% of the initial

construction prices of the New Vessels and (II) 100% of the total aggregate amounts payable by the Borrower and PoH to the Hermes agent in relation to the New Term Loans (as defined below) in respect of the Hermes cover for such facilities (the “New Hermes Fees” ), (y) the sum of (I) EUR123,000,000 and (II) EUR3,075,000 and (z) USD224,770,000 (or such higher Dollar cap as may be later agreed between the facility agent for the New Term Loans, Hermes and the Guarantor) provided that the maximum amount of the New Term Loans (as defined below) available to the Borrower for drawing shall not exceed USD94,576,192.83 unless the Dollar cap of USD224,770,000 is so increased, to finance in part the acquisition of the New Vessels by two (2) wholly owned subsidiaries of the Guarantor and related fees, which loans will constitute Permitted Indebtedness from the Effective Date (as defined in the Sixth Supplement) (the “New Term Loans” ) (ii) the granting by the Borrower and PoH of mortgages and deeds of covenants over m.v.s “NORWEGIAN JEWEL” and “NORWEGIAN JADE” (the “Relevant Hermes Vessels” ) respectively that are junior to all mortgages and deeds of covenants existing on the date hereof in respect of such Relevant Hermes Vessel, assignments of the earnings (including intercompany charters) and insurances of the Relevant Hermes Vessels that are junior to all earnings and insurance assignments, respectively, existing on the date hereof in respect of such Relevant Hermes Vessel and a subordination and assignment that is junior to all Manager’s subordinations and assignments existing on the date hereof in respect of such Relevant Hermes Vessel to be executed by the Manager (as bareboat charterer) in respect of m.v. “NORWEGIAN JADE”, each in favour of the New Term Loans Lenders or a trustee and/or agent therefor (the “Fourth Mortgagee” ) to secure the repayment of the New Term Loans (the “Fourth Priority Security Documents” ) and (iii) the prepayment of the relevant part of the New Term Loans in full if (w) the construction contract in respect of a New Vessel is terminated prior to the delivery date of such New Vessel, (x) the delivery date of the relevant New Vessel does not occur on or before (I) in the case of the part of the New Term Loans related to the first New Vessel, 23 December 2013 and (II) in the case of the part of the New Term Loans related to the second New Vessel, 8 December 2014, (y) either new export credit facility to be entered into by the purchasers of the New Vessels shall terminate or (z) certain insolvency events (as specified in the loan documentation in respect of the New Term Loans) occur with respect to the yard that is building the New Vessels (a “Mandatory Prepayment” ).

(C)	The consent of the Lenders, the Agent, the Hermes Agent and the Trustee is given in respect of the above matters on the terms of this seventh supplement (this “Deed” ) which shall be executed as a deed.

NOW THIS DEED WITNESSES as follows:

1	Definitions and Construction

1.1

“Effective Date” means the date on which the conditions precedent set out in Clause 3.1 are fulfilled to the satisfaction of the Agent or waived by the Agent pursuant to Clause 3.2;

“Guarantee” means the Original Guarantee as amended by this Deed;

“Loan Agreement” means the Original Loan Agreement as amended by this Deed; and

“New Process Agent” means EC3 Services Limited whose registered office is presently at 51 Eastcheap, London EC3M 1JP.

1.2

The provisions of clauses 1.2, 1.3 and 17.11 of the Loan Agreement shall apply hereto (mutatis mutandis).

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents and Waiver of Negative Pledges in Post Delivery Mortgage, Earnings Assignment and Insurance Assignment and Second Mortgage and Second Assignments in respect of m.v. “NORWEGIAN JADE”

2.1

Subject to Clause 3.1, the parties hereto agree that immediately upon and with effect from the Effective Date the Original Loan Agreement shall be read and construed as if:

2.1.1

the following definitions had been inserted in the appropriate place, alphabetically, in clause 1.1 of the Original Loan Agreement:

“ “Fourth Assignments” means the two (2) valid and effective legal assignments of the earnings (including intercompany charters) and insurances of the Vessel and m.v. “NORWEGIAN JADE” (together with the notices thereof) one (1) to be executed by each of the owners of the relevant Hermes Vessels in respect of its Hermes Vessel and the one (1) valid and effective subordination and assignment to be executed by the Manager (as bareboat charterer) in respect of m.v. “NORWEGIAN JADE” in each case in favour of the New Term Loans Lenders or the collateral agent and/or trustee therefor and junior to all subordinations and/or assignments existing as of the date of the Seventh Supplemental Deed in respect of such Hermes Vessel;

“Fourth Mortgages” means the two (2) statutory Bahamian ship mortgages and deeds of covenants collateral thereto one (1) to be granted by respectively each of the owners of the Vessel and m.v. “NORWEGIAN JADE” over its Hermes Vessel in favour of the New Term Loans Lenders or the collateral agent and/or trustee therefor and junior to all ship mortgages and deeds of covenants existing as of the date of the Seventh Supplemental Deed in respect of such Hermes Vessel;

case may be) for the New Term Loans Lenders and the owners of the Vessel and m.v. “NORWEGIAN JADE” in relation to the Fourth Mortgages and the Fourth Assignments such co-ordination deeds to be in the form and on the terms and conditions agreed between the Lenders and the other parties to the co-ordination deed on the date of the Seventh Supplemental Deed, such terms and conditions to include, without limitation, the conditional ability of the Borrower and Pride of Hawaii, LLC to, upon the cancellation of any construction contract for the New Vessels, prepay the relevant part of the New Term Loans in full;

“New Hermes Fees” means the total aggregate amounts payable by the Borrower and Pride of Hawaii, LLC to the Hermes agent in relation to the New Term Loans in respect of the Hermes cover for such facilities;

“New Term Loans” means the loans to be borrowed by the Borrower from the New Term Loans Lenders which, when aggregated with the loans to be similarly borrowed by Pride of Hawaii, LLC, will amount to the lesser of (x) the sum of (i) 10% of the initial construction prices of the New Vessels and (ii) 100% of the New Hermes Fees (y) the sum of (i) EUR123,000,000 and (ii) EUR3,075,000 and (z) USD224,770,000 (or such higher Dollar cap as may be later agreed between the facility agent for the New Term Loans, Hermes and the Guarantor), to finance in part the acquisition of the New Vessels by two (2) wholly owned subsidiaries of the Guarantor and related fees;

“New Term Loans Lenders” means the lenders of the New Term Loans;

“Seventh Supplemental Deed” means the seventh supplemental deed dated November 2010 to this Agreement; ”;

2.1.2

the following paragraphs had been inserted in the appropriate place, alphabetically, in paragraph (iv)(y) of the definition of “Permitted Liens” in clause 1.1 of the Original Loan Agreement:

“ (i) the Fourth Mortgages and (j) the Fourth Assignments ”; and

2.1.3

“ , the Fourth Priority Security Co-ordination Deeds ”.

2.2

Subject to Clause 3.1 and pursuant to Clause 2.1, immediately upon and with effect from the Effective Date:

2.2.1

notwithstanding the provisions of clause 10.11.1 of the Original Loan Agreement, the Lenders, the Agent and the Hermes Agent agree and consent to the Borrower borrowing the relevant amount of the New Term Loans referred to in recital (B) of this Deed and, if so required, on-lending such amount to the Guarantor or to the intended owners of the New Vessels. In respect of such on-lending the Borrower and the Guarantor each hereby confirms that so on-lending the relevant amount of the New Term Loans will not prevent the Borrower from performing its obligations under the Loan Agreement at any time;

2.2.2

notwithstanding the provisions of clause 10.5 of the Original Loan Agreement and the relevant Security Documents, the Lenders, the Agent and the Hermes Agent agree and consent to the Borrower granting the relevant Fourth Priority Security and entering into the relevant Fourth Priority Security Documents in form attached to the relevant intercreditor deed with the relevant parties in relation to the relevant Fourth Priority Security Documents;

2.2.3

notwithstanding the provisions of the relevant Security Documents, the Lenders, the Agent, the Hermes Agent and the Trustee agree and consent to PoH and the Manager granting the other Fourth Priority Security and entering into the relevant Fourth Priority Security Documents in form attached to the relevant intercreditor deed with the relevant parties in relation to the relevant Fourth Priority Security Documents;

2.2.4

the Lenders, the Agent and the Hermes Agent instruct the Trustee to instruct the Restructuring Trustee, pursuant to the relevant Second Priority Security Co-ordination Deed, to allow PoH and/or the Manager (as the case may be) to grant the relevant Fourth Priority Security and enter into the Fourth Priority Security Documents in form attached to the relevant intercreditor deed with the relevant parties in relation to the relevant Fourth Priority Security Documents;

2.2.5

the Lenders, the Agent, the Hermes Agent and/or the Trustee instruct the Agent (as first priority mortgagee of m.v. “NORWEGIAN JEWEL”) to enter into, and the Trustee (in relation to the second priority mortgage over m.v. “NORWEGIAN JADE”) to procure the Restructuring Trustee to enter into, intercreditor deeds with the relevant parties in relation to the Fourth Priority Security Documents, in form approved by the Lenders and the Hermes Agent, it being understood that:

(a)

a Mandatory Prepayment shall be permitted provided that, at the relevant time, (x) the Lenders so approve (such approval not to be unreasonably withheld or delayed) and (y) the Lenders receive evidence satisfactory to them from the Guarantor that the Borrower and PoH (after giving effect to any contributions from the Guarantor) will be able to meet their obligations for the next twelve (12) months under respectively the Loan Agreement and the EUR308,130,000 facility agreement dated 20 April 2004 (as amended and/or restated from time to time) if the Mandatory Prepayment is made; and

(b)

if the Agent is required to give its written consent pursuant to clause 5.1.1 and/or clause 5.1.2 of the intercreditor deed in respect of m.v. “NORWEGIAN JEWEL” referred to in this Clause 2.2.5, the Agent shall obtain the prior approval of the Lenders before giving its consent to the Fourth Mortgagee; and

2.2.6

any further consent required under the Original Loan Agreement and the other Security Documents to permit the Borrower and PoH to borrow the New Term Loans and the Borrower, PoH and the Manager to grant the Fourth Priority Security and enter into the Fourth Priority Security Documents is hereby given by the Lenders, the Agent, the Hermes Agent and the Trustee.

2.3

Each of the Borrower and the Guarantor hereby confirms to the Lenders, the Agent, the Hermes Agent and the Trustee that immediately upon and with effect from the Effective Date:

2.3.1

2.3.2

2.3.3

2.3.4

2.4

3	Conditions Precedent

3.1

3.1.1

on the date of this Deed:

(a)

one (1) counterpart of this Deed duly executed by the parties hereto;

(b)

(c)

the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties” ):

(i)

(ii)

a notarially attested secretary’s certificate of each of the Relevant Parties:

(1)

(2)

giving the names of its present officers and directors;

(3)

(4)

giving the legal owner of its shares and the number of such shares held;

(5)

(6)

containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party;

or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(c)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and

(iii)

the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested;

3.1.2

evidence that the Effective Date (as defined in the Sixth Supplement) has occurred;

3.1.3

a Certified Copy of a confirmation in respect of the relevant Hermes Vessel Owner Second Guarantee duly executed by Pride of Hawaii, LLC;

3.1.4

a confirmation from the Hermes Agent that the consent of Hermes has been obtained for the amendments contemplated by this Deed; and

3.1.5

agreement to the issue of such favourable written legal opinions including in respect of Bermuda, the Isle of Man, Delaware and England in such form as the Agent may require relating to all aspects of the transactions contemplated hereby governed by any applicable law,

PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date.

3.2

4	Representations and Warranties

4.1

Each of the Borrower and the Guarantor represents and warrants to the Lenders, the Agent, the Hermes Agent and the Trustee that:

4.1.1

4.1.2

4.1.3

its entry into and performance of this Deed and the transactions and documents contemplated hereby do not and will not conflict with:

(a)

any law or regulation or any official or judicial order; or

(b)

its constitutional documents; or

(c)

any agreement or document to which it is a party or which is binding upon it or any of its assets,

nor result in the creation or imposition of any Encumbrance on it or its assets pursuant to the provisions of any such agreement or document save as contemplated by the relevant Fourth Security Documents and in particular but without prejudice to the foregoing the entry into and performance of this Deed and the transactions and documents contemplated hereby and thereby will not render invalid, void or voidable any security granted by it to the Trustee or the Restructuring Trustee;

4.1.4

4.1.5

4.1.6

5	Expenses

5.1

The Borrower and the Guarantor jointly and severally undertake to reimburse the Lenders, the Agent, the Hermes Agent and the Trustee on demand on a full indemnity basis for the reasonable charges and expenses (together with value added tax or any similar tax thereon and including without limitation the fees and expenses of legal and other advisers) incurred by the Lenders, the Agent, the Hermes Agent and/or the Trustee in respect of or in connection with the negotiation, preparation, printing, execution, registration and enforcement of this Deed and any other documents required in connection with the implementation of this Deed.

5.2

6	Further Assurance

effect to this Deed or any of the documents contemplated hereby or securing to the Lenders, the Agent, the Hermes Agent and/or the Trustee the full benefit of the rights, powers and remedies conferred upon the Lenders, the Agent, the Hermes Agent and/or the Trustee in any such document.

7	Counterparts

This Deed may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement.

8	Notices

8.1

8.2

8.3

The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement shall apply to this Deed.

9	Governing Law

This Deed and any non-contractual obligations arising from or in connection with it shall be governed by English law.

10	Jurisdiction

10.1

The courts of England have exclusive jurisdiction to settle any dispute:

10.1.1

arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed); or

10.1.2

relating to any non-contractual obligations arising from or in connection with this Deed,

10.2

10.3

10.4

10.5

10.6

10.7

10.8

In this Clause “judgment” includes order, injunction, declaration and any other decision or relief made or granted by a court.

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed on the day and year first before written.


SIGNED and DELIVERED as a DEED		)
By Amelia Reffold		)
duly authorised attorney-in-fact		)/s/ Amelia Reffold
for and on behalf of		)
NORWEGIAN JEWEL LIMITED		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One St. Paul’s Churchyard
	London
	EC4M 8SH


EXECUTED as a DEED and DELIVERED		)
by NCL CORPORATION LTD.		)
acting by Amelia Reffold		)/s/ Amelia Reffold
expressly authorised in accordance with		)
the laws of Bermuda		)
by virtue of a power of attorney granted		)
by NCL CORPORATION LTD.		)
on 17 November 2010		)
such execution being witnessed by:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One St. Paul’s Churchyard
	London
	EC4M 8SH


SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
COMMERZBANK AKTIENGESELLSCHAFT		)
as a Lender		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One St. Paul’s Churchyard
	London
	EC4M 8SH


SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
KFW		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One St. Paul’s Churchyard
	London
	EC4M 8SH


SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
DnB NOR BANK ASA		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One St. Paul’s Churchyard
	London
	EC4M 8SH


SIGNED and DELIVERED as a DEED		)
By Shien Kwok Lim		)
duly authorised signatory		)/s/ Shien Kwok Lim
for and on behalf of		)
OVERSEA-CHINESE BANKING		)
CORPORATION LIMITED		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One St. Paul’s Churchyard
	London
	EC4M 8SH


SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
NORDDEUTSCHE LANDESBANK		)
GIROZENTRALE		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One St. Paul’s Churchyard
	London
	EC4M 8SH


SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
CREDIT AGRICOLE CORPORATE		)
AND INVESTMENT BANK		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One St. Paul’s Churchyard
	London
	EC4M 8SH


SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
HSBC BANK PLC		)
as the Agent, the Trustee and a Lender		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One St. Paul’s Churchyard
	London
	EC4M 8SH


SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
COMMERZBANK AKTIENGESELLSCHAFT		)
as the Hermes Agent		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One St. Paul’s Churchyard
	London
	EC4M 8SH

Schedule 1

The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders

Name and address

Agent

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Hermes Agent

COMMERZBANK

AKTIENGESELLSCHAFT

Corporate Banking

Structured Export and Trade Finance

Kaiserplatz

60261 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 1362 3742
Attn:		Mr Klaus-Dieter Schmedding
Email:		exportfinance@commerzbank.com

Trustee

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Restructuring Trustee

DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482894
Attn:		Mrs Solveig Nuland Knoff
Email:		solveig.knoff@dnbnor.no

Lenders

COMMERZBANK AKTIENGESELLSCHAFT

Global Shipping

Domstrasse 18

20095 Hamburg

Federal Republic of Germany


Fax:		+49 40 3769 9649
Attn:		Mr Stefan Kuch/Mr Marcus Weber/Mrs Anne Randewig
Email:		shipfinance@commerzbank.com

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

KFW

Palmengartenstrasse 5-9

60325 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 7431 3768/2944
Attn:		Mr Josef Schmid/Ms Claudia Wenzel
Email:		josef.schmid@kfw.de/claudia.wenzel@kfw.de

DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482020
Attn:		Mrs Amra Koluder
Email:		amra.koluder@dnbnor.no

OVERSEA-CHINESE BANKING

CORPORATION LIMITED

Singapore Branch

65 Chulia Street #10-00

Singapore 049513


Fax:		+65 6536 6449/6532 5347
Attn:		Ms Lee King Lan/Ms Elaine Lam
Email:		LeeKingLan@ocbc.com/LamSYElaine@ocbc.com

NORDDEUTSCHE LANDESBANK GIROZENTRALE

Friedrichswall 10

30159 Hannover

Federal Republic of Germany


Fax:		+49 511 361 4785
Attn:		Mr Torsten Reinecke
Email:		shipping@nordlb.de

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

Taunusanlage 14

60325 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 74221 197
Attn:		Mr Stephan Bachmann
Email:		stephan.bachmann@ca-cib.com

with a copy to:

CREDIT AGRICOLE ASIA SHIPFINANCE LIMITED


Fax:		+852 2868 1448
Attn:		Mr Terence Yuen/Ms Iris Lai
Email:		terence.yuen@ca-cib.com/iris.lai@ca-cib.com

Exhibit 10.25

DATED 19 OCTOBER 2009

PRIDE OF HAWAII, INC.

(as borrower)

NCL CORPORATION LTD.

(as guarantor)

NCL (BAHAMAS) LTD.

(as bareboat charterer)

NCL AMERICA HOLDINGS, INC.

(as shareholder)

THE SEVERAL BANKS

(particulars of which are set out in Schedule 1)

(as lenders)

HSBC BANK PLC

(as agent)

COMMERZBANK AKTIENGESELLSCHAFT

(as Hermes agent)

HSBC BANK PLC

(as trustee)

SEVENTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)

SECURED LOAN AGREEMENT

dated 20 April 2004 for the equivalent amount in United States Dollars

of up to EUR308,130,000

pre- and post delivery finance for

“NORWEGIAN JADE”

a luxury cruise vessel with 1,188 passenger cabins

being hull no S.668 at the yard of Meyer Werft GmbH






				[]**

CONTENTS


		Page

1	Definitions and Construction		2

2	Amendment of Original Loan Agreement		3

3	Conditions Precedent		4

4	Representations and Warranties		6

5	Fee and Expenses		7

6	Further Assurance		7

7	Counterparts		8

8	Notices		8

9	Governing Law		8

10	Jurisdiction		9

Schedule 1	The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders		13

SEVENTH SUPPLEMENTAL DEED

DATED 19 OCTOBER 2009

BETWEEN:

(1)	PRIDE OF HAWAII, INC. (formerly known as Ship Ventures Inc.) of Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America as borrower (the “Borrower” );

(2)	NCL CORPORATION LTD. , a company incorporated under the laws of Bermuda and having its registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as guarantor (the “Guarantor” );

(3)	NCL AMERICA HOLDINGS, INC. of Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 198011, United States of America as shareholder (the “Shareholder” );

(4)	NCL (BAHAMAS) LTD. , a company incorporated under the laws of Bermuda and having its registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as bareboat charterer (the “Bareboat Charterer” );

(5)	THE SEVERAL BANKS particulars of which are set out in Schedule 1 as lenders (collectively the “Lenders” and each individually a “Lender” );

(6)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as agent (the “Agent” );

(7)	COMMERZBANK AKTIENGESELLSCHAFT of Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of Germany as agent (the “Hermes Agent” ); and

(8)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as trustee for itself and the Lenders (as hereinafter defined) (the “Trustee” ).

WHEREAS :

(A)

By a loan agreement dated 20 April 2004 as amended and/or restated by a first supplemental deed thereto dated 25 October 2004, a second supplemental deed thereto dated as of 30 September 2005, a third supplemental deed thereto dated 13 November 2006, a fourth supplemental deed thereto dated 21 December 2007, a fifth supplemental deed thereto dated 10 February 2008 and a sixth supplemental deed thereto dated 2 April 2009 entered into between the Borrower as borrower, the Lenders as lenders, the Agent as agent for (among others) the Lenders, the Hermes Agent as agent for (among others) the Lenders and the Trustee as trustee for (among others) the Lenders (the “Original Loan Agreement” ), the Lenders granted to the Borrower a secured loan in the Equivalent Amount of up to three hundred and eight million one hundred and thirty thousand Euros (EUR308,130,000) (the “Loan” ) for the purpose of enabling the Borrower to finance (among other things) the construction of the Vessel (as such term is defined in the Original Loan Agreement) on the terms and conditions therein contained. The repayment of the Loan by the Borrower has been secured by (among other things) a guarantee and indemnity dated 20 April 2004 granted by the Guarantor as amended and/or restated by the said second supplement dated as of 30 September 2005, the said third supplement dated 13 November 2006, the said fourth supplement dated 21 December 2007 and the said sixth supplement dated 2 April 2009.

(B)

The Borrower has requested the Lenders to convert the currency of the Euro Loan from Euro to Dollars by exercising its option to request a currency conversion under the Original Loan Agreement. Certain amendments are required to the Original Loan Agreement and to certain Security Documents to which the Lenders, the Agent, the Hermes Agent and the Trustee must consent.

(C)	The consent of the Lenders, the Agent, the Hermes Agent and the Trustee is given in respect of the above matters on the terms of this seventh supplement to the Original Loan Agreement (this “Deed” ) which shall be executed as a deed.

NOW THIS DEED WITNESSES as follows:

1	Definitions and Construction

1.1

“Letter Agreement” means the letter dated 14 October 2009 from the Borrower and the Guarantor to the Agent;

“Loan Agreement” means the Original Loan Agreement as amended by this Deed;

“New Process Agent” means EC3 Services Limited whose registered office is presently at 51 Eastcheap, London EC3M 1JP;

“Norwegian Jewel Owner” means Norwegian Jewel Limited, the owner of m.v. “NORWEGIAN JEWEL”;

“Pride of America Owner” means Pride of America Ship Holding, Inc., the owner of m.v. “PRIDE OF AMERICA”;

“Second Norwegian Jewel Guarantee” means the second guarantee and indemnity dated 2 April 2009 granted by the Norwegian Jewel Owner in favour of the Restructuring Trustee;

“Second Norwegian Jewel Mortgage” means the second priority Bahamas ship mortgage dated 2 April 2009 granted by the Norwegian Jewel Owner in favour of the Restructuring Trustee;

“Second Pride of America Guarantee” means the second guarantee and indemnity dated 2 April 2009 granted by the Pride of America Owner in favour of the Restructuring Trustee;

“Second Pride of America Mortgage” means the second preferred US ship mortgage dated 2 April 2009 as amended by the amendment no. 1 dated 29 April 2009 granted by the Pride of America Owner in favour of the Restructuring Trustee.

1.2

The provisions of clauses 1.2, 1.3 and 17.11 of the Loan Agreement shall apply hereto (mutatis mutandis).

2	Amendment of Original Loan Agreement

2.1

Subject to Clause 3.1, the parties hereto agree that with effect from 14 October 2009 (being the date of the Letter Agreement) the Original Loan Agreement shall be amended as set out below and (as so amended) will continue to be binding upon each of the parties thereto in accordance with its terms as so amended:

The definition of “Equivalent Amount” be deleted and replaced with:

“ “Equivalent Amount” means the Dollar equivalent of (i) each amount payable to the Borrower in reimbursement of the Hermes Premium and (ii) the Euro Loan, in each case, determined at HSBC Bank plc’s spot rate for conversion of Euro to Dollars at respectively 10.00 a.m. and 12.00 p.m. London time two (2) Business Days prior to the relevant Drawdown Date; ”

2.2

Each of the Borrower, the Guarantor and the Shareholder hereby confirms to the Lenders, the Agent, the Hermes Agent and the Trustee that with effect from 14 October 2009:

2.2.1

all references to the Original Loan Agreement in the other Security Documents shall be construed as references to the Loan Agreement and all terms used in such Security Documents whose meanings are defined by reference to the Original Loan Agreement shall be defined by reference to the Loan Agreement;

2.2.2

the Security Documents shall apply to, and extend to secure, the whole of the Outstanding Indebtedness, as defined in clause 1.1 of the Loan Agreement, until it has been repaid or paid in full to the Lenders (or to the Agent on their behalf) and the Agent;

2.2.3

2.2.4

2.3

Except as expressly amended hereby or pursuant hereto the Original Loan Agreement and the other Security Documents shall remain in full force and effect and nothing herein contained shall relieve the Borrower, the Guarantor, the Shareholder, the Bareboat Charterer or any other Obligor from any of its respective obligations under any such documents.

3	Conditions Precedent

3.1

It is a term of this Deed that the Agent shall receive the following in form and substance satisfactory to it:

3.1.1

on the date of this Deed one (1) counterpart of this Deed duly executed by the parties hereto;

3.1.2

by 6.00 p.m. (London time) three (3) Business Days after 14 October 2009:

(a)

a written confirmation from the New Process Agent that it will act for each of the Borrower, the Guarantor, the Shareholder, the Bareboat Charterer and the Owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower as agent for service of process in England in respect of this Deed and the documents to be executed pursuant hereto;

(b)

written confirmation from HSBC Bank plc in its capacity as First Mortgagee (as defined in the Second Priority Security Co-ordination Deed for the m.v. “PRIDE OF AMERICA”) that it consents to the amendment no. 2 to the Second Pride of America Mortgage and to the amendment to the Security Documents (as defined therein);

(c)

written confirmation from HSBC Bank plc in its capacity as First Mortgagee (as defined in the Second Priority Security Co-ordination Deed for the m.v. “NORWEGIAN JEWEL”) that it consents to the amendment to the Security Documents (as defined therein);

(d)

the following corporate documents in respect of each of the Borrower, the Guarantor, the Shareholder, the Bareboat Charterer, the Pride of America Owner and the Norwegian Jewel Owner (together the “Relevant Parties” ):

(i)

(ii)

notarially attested secretary’s certificate of each of the Relevant Parties:

(1)

(2)

giving the names of its present officers and directors;

(3)

(4)

giving the legal owner of its shares and the number of such shares held;

(5)

(6)

containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party;

or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.2(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and

(iii)

the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested;

(e)

a Certified Copy of the confirmation from the Pride of America Owner in relation to its obligations and liabilities under the Second Pride of America Guarantee and the Security Documents (as defined therein) duly executed by the Pride of America Owner;

(f)

a Certified Copy of the amendment no. 2 to the Second Pride of America Mortgage, duly executed and confirmation from the Pride of America Owner that the Restructuring Trustee is authorised to lodge it for registration at the US Coast Guard National Vessel Documentation Center as soon as practicable;

(g)

a Certified Copy of the confirmation from the Norwegian Jewel Owner in relation to its obligations and liabilities under the Second Norwegian Jewel Guarantee and the Security Documents (as defined therein) duly executed by the Norwegian Jewel Owner;

(h)

evidence the Hermes Agent has made or will make a notification in respect of the Hermes Cover reflecting the currency conversion of the Euro Loan from Euro to Dollars and the amendments to the documents referred to therein; and

(i)

agreement to the issue of such favourable written legal opinions including in respect of Bermuda, Delaware, the United States of America and England in such form as the Agent may require relating to all aspects of the transactions contemplated hereby governed by any applicable law.

3.2

If the Lenders, the Agent, the Hermes Agent and the Trustee, acting unanimously, decide (or the Agent in accordance with the Agency and Trust Deed decides) to permit the amendment of the Original Loan Agreement hereby without the Agent having received all of the documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the date of this Deed (or such other period as the Agent may stipulate) and the amendment of the Original Loan Agreement as aforesaid shall not be construed as a waiver of the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Hermes Agent, the Trustee or the Lenders any obligation to permit the amendment in the absence of such documents or evidence.

4	Representations and Warranties

4.1

Each of the Borrower, the Guarantor, the Shareholder and the Bareboat Charterer represents and warrants to the Lenders, the Agent, the Hermes Agent and the Trustee that:

4.1.1

4.1.2

4.1.3

its entry into and performance of this Deed and the transactions and documents contemplated hereby do not and will not conflict with:

(a)

any law or regulation or any official or judicial order; or

(b)

its constitutional documents; or

(c)

any agreement or document to which it is a party or which is binding upon it or any of its assets,

4.1.4

except for the recording of the amendment no. 2 to the Second Pride of America Mortgage with the United States Coast Guard National Vessel Documentation Center, all authorisations, approvals, consents, licences,

exemptions, filings, registrations, notarisations and other matters, official or otherwise, required in connection with the entry into, performance, validity and enforceability of this Deed and each of the other documents contemplated hereby and thereby and the transactions contemplated hereby and thereby have been obtained or effected and are in full force and effect;

4.1.5

4.1.6

4.1.7

no Event of Default had occurred or was continuing on 14 October 2009 or the date of this Deed and no Event of Default shall have occurred or be continuing on the Relevant Currency Conversion Date (as defined in the Letter Agreement).

5	Fee and Expenses

5.1

The Borrower and the Guarantor jointly and severally undertake to reimburse the Lenders, the Agent, the Hermes Agent and the Trustee on demand of the Agent on a full indemnity basis for the reasonable charges and expenses (together with value added tax or any similar tax thereon and including without limitation the fees and expenses of legal and other advisers) incurred by the Lenders, the Agent, the Hermes Agent and/or the Trustee in respect of or in connection with the negotiation, preparation, printing, execution, registration and enforcement of this Deed and any other documents required in connection with the implementation of this Deed.

5.2

The Borrower and the Guarantors jointly and severally undertake to reimburse the Agent, the Trustee and the Lenders on demand of the Agent on a full indemnity basis for all charges and expenses (together with value added tax or any similar tax thereon and including without limitation the fees and expenses of legal advisers) incurred by the Agent, the Trustee and/or the Lenders in respect of, or in connection with the enforcement of, or the preservation of any rights under this Deed.

6	Further Assurance

Each of the Borrower, the Guarantor, the Shareholder and the Bareboat Charterer will, from time to time on being required to do so by the Agent, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form satisfactory to the Agent and the Hermes Agent as the Agent and the Hermes Agent may reasonably consider necessary for giving full effect to this Deed or any of the documents contemplated hereby or securing to the Lenders, the Agent, the Hermes Agent and/or the Trustee the full benefit of the rights, powers and remedies conferred upon the Lenders, the Agent, the Hermes Agent and/or the Trustee in any such document.

7	Counterparts

This Deed may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement.

8	Notices

8.1

Any notice, demand or other communication (unless made by telefax) to be made or delivered to the Borrower, the Guarantor, the Shareholder and/or the Bareboat Charterer pursuant to this Deed shall (unless the Borrower, the Guarantor, the Shareholder or the Bareboat Charterer has by fifteen (15) days’ written notice to the Agent specified another address) be made or delivered to the Borrower, the Guarantor, the Shareholder and/or the Bareboat Charterer at c/o/ 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked for the attention of the Chief Financial Officer and the Legal Department) (but one (1) copy shall suffice) with a copy to the Investors c/o Apollo Management, LP, 9 West 57th Street, 43rd Floor, New York, NY 10019, United States of America (marked for the attention of Mr Steven Martinez). Any notice, demand or other communication to be made or delivered by the Borrower, the Guarantor, the Shareholder or the Bareboat Charterer pursuant to this Deed shall (unless the Agent, the Hermes Agent or the Trustee has by fifteen (15) days’ written notice to the Borrower, the Guarantor, the Shareholder or the Bareboat Charterer specified another address) be made or delivered to the Agent, the Hermes Agent or the Trustee at its Office, the details of which are set out in Schedule 1.

8.2

Any notice, demand or other communication to be made or delivered pursuant to this Deed may be sent by telefax to the relevant telephone numbers (which at the date hereof in respect of the Borrower, the Guarantor, the Shareholder and the Bareboat Charterer is +1 305 436 4140 (marked for the attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the attention of the Legal Department) with a copy to the Investors c/o Apollo Management, LP, fax number +1 212 515 3288 (marked for the attention of Mr Steven Martinez) and in the case of the Agent, the Hermes Agent or the Trustee is as recorded in Schedule 1) specified by it from time to time for the purpose and shall be deemed to have been received when transmission of such telefax communication has been completed. Each such telefax communication, if made to the Agent, the Hermes Agent or the Trustee by the Borrower, the Guarantor, the Shareholder or the Bareboat Charterer shall be signed by the person or persons authorised in writing by the Borrower, the Guarantor, the Shareholder or the Bareboat Charterer (as the case may be) and whose signature appears on the list of specimen signatures contained in the secretary’s certificate required to be delivered by Clause 3 and shall be expressed to be for the attention of the department or officer whose name has been notified for the time being for that purpose by the Agent, the Hermes Agent or the Trustee to the Borrower, the Guarantor, the Shareholder and the Bareboat Charterer.

8.3

The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement shall apply to this Deed.

9	Governing Law

This Deed and any non-contractual obligations arising from or in connection with it shall be governed by English law.

10	Jurisdiction

10.1

The courts of England have exclusive jurisdiction to settle any dispute:

10.1.1

arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed); or

10.1.2

relating to any non-contractual obligations arising from or in connection with this Deed,

10.2

None of the Borrower, the Guarantor, the Shareholder or the Bareboat Charterer may, without the Agent’s prior written consent, terminate the appointment of the New Process Agent; if the New Process Agent resigns or its appointment ceases to be effective, the Borrower, the Guarantor, the Shareholder and/or the Bareboat Charterer (as the case may be) shall within fourteen (14) days appoint a company which has premises in London and has been approved by the Agent to act as the Borrower’s, the Guarantor’s, the Shareholder’s and/or the Bareboat Charterer’s (as the case may be) process agent with unconditional authority to receive and acknowledge service on behalf of the Borrower, the Guarantor, the Shareholder and/or the Bareboat Charterer of all process or other documents connected with proceedings in the English courts which relate to this Deed.

10.3

For the purpose of securing its obligations under Clause 10.2, each of the Borrower, the Guarantor, the Shareholder and the Bareboat Charterer irrevocably agrees that, if it for any reason fails to appoint a process agent within the period specified in Clause 10.2, the Agent may appoint any person (including a company controlled by or associated with the Agent or any Lender) to act as the Borrower’s, the Guarantor’s, the Shareholder’s or the Bareboat Charterer’s (as the case may be) process agent in England with the unconditional authority described in Clause 10.2.

10.4

No neglect or default by a process agent appointed or designated under this Clause (including a failure by it to notify the Borrower, the Guarantor, the Shareholder or the Bareboat Charterer (as the case may be) of the service of any process or to forward any process to the Borrower, the Guarantor, the Shareholder or the Bareboat Charterer (as the case may be)) shall invalidate any proceedings or judgment.

10.5

Each of the Borrower, the Guarantor, the Shareholder and the Bareboat Charterer appoints in the case of the courts of England the New Process Agent to receive, for and on its behalf, service of process in England of any legal proceedings with respect to this Deed.

10.6

A judgment relating to this Deed which is given or would be enforced by an English court shall be conclusive and binding on the Borrower, the Guarantor, the Shareholder and/or the Bareboat Charterer (as the case may be) and may be enforced without review in any other jurisdiction.

10.7

10.8

In this Clause “judgment” includes order, injunction, declaration and any other decision or relief made or granted by a court.

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed on the day and year first before written.


SIGNED SEALED and DELIVERED as a DEED		)
By Daniel S. Farkas		)
for and on behalf of		)	/s/ Daniel S. Farkas
PRIDE OF HAWAII, INC.		)
in the presence of:	Lincoln M. Vidal /s/ Lincoln M. Vidal	)
	7665 Corporate Center Drive
	Miami, FL 33126

SIGNED SEALED and DELIVERED as a DEED		)
By Steve Martinez		)
for and on behalf of		)	/s/ Steve Martinez
NCL CORPORATION LTD.		)
in the presence of: /s/ Jared Silberhorn		)
Jared Silberhorn

SIGNED SEALED and DELIVERED as a DEED		)
By Daniel S. Farkas		)
for and on behalf of		)	/s/ Daniel S. Farkas
NCL (BAHAMAS) LTD.		)
in the presence of:	Lincoln M. Vidal /s/ Lincoln M. Vidal	)
	7665 Corporate Center Drive
	Miami, FL 33126
SIGNED SEALED and DELIVERED as a DEED		)
By Daniel S. Farkas		)
for and on behalf of		)	/s/ Daniel S. Farkas

NCL AMERICA HOLDINGS, INC.		)
in the presence of:	Lincoln M. Vidal /s/ Lincoln M. Vidal	)
	7665 Corporate Center Drive
	Miami, FL 33126


SIGNED SEALED and DELIVERED as a DEED		)
By Kate Mary Higgins as Attorney-In-Fact		)
for and on behalf of		)	/s/ Kate Mary Higgins
COMMERZBANK AKTIENGESELLSCHAFT		)
as a Lender		)
in the presence of:	/s/ Charlotte Elizabeth (Illegible)
	Charlotte Elizabeth (Illegible)
	Stephenson Harwood
	London EC4M 8SH

SIGNED SEALED and DELIVERED as a DEED		)
By Kate Mary Higgins as Attorney-In-Fact		)
for and on behalf of		)	/s/ Kate Mary Higgins
KFW		)
in the presence of:	/s/ Charlotte Elizabeth (Illegible)	)
	Charlotte Elizabeth (Illegible)
	Stephenson Harwood
	London EC4M 8SH

SIGNED SEALED and DELIVERED as a DEED		)
By Kate Mary Higgins as Attorney-In-Fact		)
for and on behalf of		)	/s/ Kate Mary Higgins
DnB NOR BANK ASA		)
in the presence of:	/s/ Charlotte Elizabeth (Illegible)	)
	Charlotte Elizabeth (Illegible)
	Stephenson Harwood
	London EC4M 8SH

SIGNED SEALED and DELIVERED as a DEED		)
By Kate Mary Higgins as Attorney-In-Fact		)
for and on behalf of		)	/s/ Kate Mary Higgins
NORDDEUTSCHE LANDESBANK		)
GIROZENTRALE		)
in the presence of:	/s/ Charlotte Elizabeth (Illegible)
	Charlotte Elizabeth (Illegible)
	Stephenson Harwood
	London EC4M 8SH

S IGNED SEALED and DELIVERED as a DEED		)
By Kate Mary Higgins as Attorney-In-Fact		)
for and on behalf of		)	/s/ Kate Mary Higgins
CALYON		)
in the presence of:	/s/ Charlotte Elizabeth (Illegible)	)
	Charlotte Elizabeth (Illegible)
	Stephenson Harwood
	London EC4M 8SH


SIGNED SEALED and DELIVERED as a DEED		)
By Ed Bullen		)
for and on behalf of		)	/s/ Ed Bullen
HSBC Bank plc		)
as the Agent, the Trustee and a Lender		)
in the presence of:	/s/ J. Gaston	)
	J. Gaston

SIGNED SEALED and DELIVERED as a DEED		)
By Kate Mary Higgins as Attorney-In-Fact		)
for and on behalf of		)	/s/ Kate Mary Higgins
COMMERZBANK AKTIENGESELLSCHAFT		)
as the Hermes Agent		)
in the presence of:	/s/ Charlotte Elizabeth (Illegible)	)
	Charlotte Elizabeth (Illegible)
	Stephenson Harwood
	London EC4M 8SH

Schedule 1

The Agent, the Hermes Agent, the Trustee,

the Restructuring Trustee and the Lenders

Name and address

Agent

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Hermes Agent

COMMERZBANK

AKTIENGESELLSCHAFT

Corporate Banking

Structured Export and Trade Finance

Kaiserplatz

60261 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 1362 3742
Attn:		Mr Klaus-Dieter Schmedding
Email:		exportfinance@commerzbank.com

Trustee

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Restructuring Trustee

DnB NOR Bank ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482894
Attn:		Mrs Solveig Nuland Knoff
Email:		solveig.knoff@dnbnor.no

Lenders

COMMERZBANK AKTIENGESELLSCHAFT

Global Shipping

Ness 7-9

20457 Hamburg

Federal Republic of Germany


Fax:		+49 40 3683 4068
Attn:		Mr Stefan Kuch/Mr Martin Hugger/Mrs Anne Randewig
Email:		shipfinance@commerzbank.com

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

KFW

Palmengartenstrasse 5-9

60325 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 7431 3768/2944
Attn:		Mr Josef Schmid/Ms Claudia Wenzel
Email:		josef.schmid@kfw.de/claudia.wenzel@kfw.de

DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482020
Attn:		Ms Amra Koluder
Email:		amra.koluder@dnbnor.no

NORDDEUTSCHE LANDESBANK GIROZENTRALE

Friedrichswall 10

30159 Hannover

Federal Republic of Germany


Fax:		+49 511 361 4785
Attn:		Mr Torsten Reinecke
Email:		shipping@nordlb.de

CALYON

Taunusanlage 14

60325 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 74221 197
Attn:		Ms Angelika Schönegger-Wenzel
Email:		angelika.schoenegger-wenzel@de.calyon.com

with a copy to:

CALYON ASIA SHIPFINANCE LIMITED



Fax:		+852 2868 1448
Attn:		Mr Terence Yuen/Ms Iris Lai
Email:		terence.yuen@hk.calyon.com/iris.lai@hk.calyon.com

Exhibit 10.26

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

DATED 22 JULY 2010

PRIDE OF HAWAII, LLC

(as borrower)

NCL CORPORATION LTD.

(as guarantor)

THE SEVERAL BANKS

(particulars of which are set out in Schedule 1)

(as lenders)

HSBC BANK PLC

(as agent)

COMMERZBANK AKTIENGESELLSCHAFT

(as Hermes agent)

HSBC BANK PLC

(as trustee)

EIGHTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)

SECURED LOAN AGREEMENT

dated 20 April 2004 for the equivalent amount in United States Dollars

of up to EUR308,130,000

pre- and post delivery finance for

“NORWEGIAN JADE”

a luxury cruise vessel with 1,188 passenger cabins

being hull no S.668 at the yard of Meyer Werft GmbH






				[]**

CONTENTS


		Page

1	Definitions and Construction		2

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents		2

3	Conditions Precedent		3

4	Representations and Warranties		6

5	Fee and Expenses		7

6	Further Assurance		7

7	Counterparts		8

8	Notices		8

9	Governing Law		8

10	Jurisdiction		9

Schedule 1	The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders		12

Schedule 2	Amendment of Original Loan Agreement		15

Schedule 3	Amendment of Original Guarantee		18

Schedule 4	Repayment Schedule calculated using the Application of Proceeds Formulation		19

Schedule 5	Repayment Schedule for the purpose of calculating the amount of the Margin payable		20

EIGHTH SUPPLEMENTAL DEED

DATED 22 July 2010

BETWEEN:

(1)	PRIDE OF HAWAII, LLC , (formerly known as Ship Ventures Inc.) of Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America as borrower (the “Borrower” );

(2)	NCL CORPORATION LTD. , a company incorporated under the laws of Bermuda and having its registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as guarantor (the “Guarantor” );

(3)	THE SEVERAL BANKS particulars of which are set out in Schedule 1 as lenders (collectively the “Lenders” and each individually a “Lender” );

(4)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as agent (the “Agent” );

(5)	COMMERZBANK AKTIENGESELLSCHAFT of Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of Germany as agent (the “Hermes Agent” ); and

(6)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as trustee for itself and the Lenders (as hereinafter defined) (the “Trustee” ).

WHEREAS :

(A)

By a loan agreement dated 20 April 2004 as amended and/or restated by a first supplemental deed thereto dated 25 October 2004, a second supplemental deed thereto dated as of 30 September 2005, a third supplemental deed thereto dated 13 November 2006, a fourth supplemental deed thereto dated 21 December 2007, a fifth supplemental deed thereto dated 10 February 2008, a sixth supplemental deed thereto dated 2 April 2009 and a seventh supplemental deed thereto dated 19 October 2009 entered into between the Borrower as borrower, the Lenders as lenders, the Agent as agent for (among others) the Lenders, the Hermes Agent as agent for (among others) the Lenders and the Trustee as trustee for (among others) the Lenders (the “Original Loan Agreement” ), the Lenders granted to the Borrower a secured loan in the Equivalent Amount of up to three hundred and eight million one hundred and thirty thousand Euros (EUR308,130,000) (the “Loan” ) for the purpose of enabling the Borrower to finance (among other things) the construction of the Vessel (as such term is defined in the Original Loan Agreement) on the terms and conditions therein contained. The repayment of the Loan by the Borrower has been secured by (among other things) a guarantee and indemnity dated 20 April 2004 granted by the Guarantor as amended and/or restated by the said second supplement dated as of 30 September 2005, the said third supplement dated 13 November 2006, the said fourth supplement dated 21 December 2007 and the said sixth supplement dated 2 April 2009 (the “Original Guarantee” ).

(B)

(C)	The consent of the Lenders, the Agent, the Hermes Agent and the Trustee is given in respect of the above matters on the terms of this eighth supplement to the Original Loan Agreement (this “Deed” ) which shall be executed as a deed.

NOW THIS DEED WITNESSES as follows:

1	Definitions and Construction

1.1

“Application of Proceeds Formulation ” means the formulation set out in Clause 3.3;

“Effective Date” means the date on which the conditions precedent set out in Clause 3.1 are fulfilled to the satisfaction of the Agent or waived by the Agent pursuant to Clause 3.2;

“Guarantee” means the Original Guarantee as amended by this Deed;

“Loan Agreement” means the Original Loan Agreement as amended by this Deed;

“Maximum Amount of the Delayed Principal Amount” shall have the meaning to be specified for such term in the Loan Agreement; and

“New Process Agent” means EC3 Services Limited whose registered office is presently at 51 Eastcheap, London EC3M 1JP.

1.2

The provisions of clauses 1.2, 1.3 and 17.11 of the Loan Agreement shall apply hereto (mutatis mutandis).

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents

2.1

Subject to Clause 3.1, the parties hereto agree that immediately upon and with effect from the Effective Date:

2.1.1

2.1.2

schedule 10 to the Original Loan Agreement had been deleted and substituted with Schedule 4 to this Deed; and

2.1.3

a new schedule 11 had been added to the Original Loan Agreement in the form of Schedule 5 to this Deed.

2.2

Each of the Borrower and the Guarantor hereby confirms to the Lenders, the Agent, the Hermes Agent and the Trustee that with effect from the Effective Date:

2.2.1

2.2.2

2.2.3

2.2.4

2.3

3	Conditions Precedent

3.1

3.1.1

on the date of this Deed:

(a)

one (1) counterpart of this Deed duly executed by the parties hereto;

(b)

(c)

evidence that each of the Lenders has received payment of the handling/work fee to which it is entitled as more particularly described in Clause 5.1; and

(d)

the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties” ):

(i)

(ii)

a notarially attested secretary’s certificate of each of the Relevant Parties:

(1)

(2)

giving the names of its present officers and directors;

(3)

(4)

giving the legal owner of its shares and the number of such shares held;

(5)

(6)

containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party;

(iii)

the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested;

3.1.2

3.1.3

a Certified Copy of a confirmation in respect of each of the Hermes Vessel Owner Second Guarantees duly executed by the owners of the Hermes Vessels other than the Borrower;

3.1.4

a confirmation from the Hermes Agent that the consent of Hermes has been obtained for the amendments to the Original Loan Agreement and the Original Guarantee contemplated by this Deed;

3.1.5

evidence that all the conditions precedent to the amendment of each facility agreement and, if applicable, guarantee in respect of each NCLC Group Credit Facility have been satisfied; and

3.1.6

PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date (subject to Clause 3.2).

3.2

3.3

3.3.1

entirely to the Delayed Principal Amount; and

3.3.2

in forward order of maturity with respect to the dates of the Revised Repayments.

For illustrative purposes:

(a)

(b)

(c)

4	Representations and Warranties

4.1

Each of the Borrower and the Guarantor represents and warrants to the Lenders, the Agent, the Hermes Agent and the Trustee that:

4.1.1

4.1.2

4.1.3

its entry into and performance of this Deed and the transactions and documents contemplated hereby do not and will not conflict with:

(a)

any law or regulation or any official or judicial order; or

(b)

its constitutional documents; or

(c)

any agreement or document to which it is a party or which is binding upon it or any of its assets,

4.1.4

of this Deed and each of the other documents contemplated hereby and thereby and the transactions contemplated hereby and thereby have been obtained or effected and are in full force and effect;

4.1.5

4.1.6

5	Fee and Expenses

5.1

5.2

The Borrower and the Guarantor jointly and severally undertake to reimburse the Lenders, the Agent, the Hermes Agent and the Trustee on demand on a full indemnity basis for the reasonable charges and expenses (together with value added tax or any similar tax thereon and including without limitation the fees and expenses of legal and other advisers) incurred by the Lenders, the Agent, the Hermes Agent and/or the Trustee in respect of or in connection with the negotiation, preparation, printing, execution, registration and enforcement of this Deed and any other documents required in connection with the implementation of this Deed.

5.3

6	Further Assurance

Lenders, the Agent, the Hermes Agent and/or the Trustee the full benefit of the rights, powers and remedies conferred upon the Lenders, the Agent, the Hermes Agent and/or the Trustee in any such document.

7	Counterparts

This Deed may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement.

8	Notices

8.1

8.2

8.3

The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement shall apply to this Deed.

9	Governing Law

This Deed and any non-contractual obligations arising from or in connection with it shall be governed by English law.

10	Jurisdiction

10.1

The courts of England have exclusive jurisdiction to settle any dispute:

10.1.1

arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed); or

10.1.2

relating to any non-contractual obligations arising from or in connection with this Deed,

10.2

10.3

10.4

10.5

10.6

10.7

10.8

In this Clause “judgment” includes order, injunction, declaration and any other decision or relief made or granted by a court.

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed on the day and year first before written.


SIGNED SEALED and DELIVERED as a DEED		)
By Micha Withoft		)
for and on behalf of		)/s/ Micha Withoft
PRIDE OF HAWAII, LLC		)
in the presence of:		)
/s/ David Griffiths
David Griffiths
One St. Paul’s Churchyard London, EC4M 8SH

SIGNED SEALED and DELIVERED as a DEED		)
by Micha Withoft		)
for and on behalf of		)/s/ Micha Withoft
NCL CORPORATION LTD.		)
in the presence of:		)
/s/ David Griffiths David Griffiths As Above		)

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Z.M. Ugolini		)
for and on behalf of		)/s/ Danae Z.M. Ugolini
COMMERZBANK AKTIENGESELLSCHAFT		)
as a Lender		)
in the presence of:		)
/s/ David Griffiths David Griffiths As Above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Z.M. Ugolini		)
for and on behalf of		)/s/ Danae Z.M. Ugolini
KFW		)
in the presence of:		)
/s/ David Griffiths David Griffiths As Above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Z.M. Ugolini		)
for and on behalf of		)/s/ Danae Z.M. Ugolini
DnB NOR BANK ASA		)
in the presence of:		)
/s/ David Griffiths David Griffiths As Above



SIGNED SEALED and DELIVERED as a DEED		)
By Danae Z.M. Ugolini		)
for and on behalf of		)/s/ Danae Z.M. Ugolini
NORDDEUTSCHE LANDESBANK		)
GIROZENTRALE		)
in the presence of:		)
/s/ David Griffiths David Griffiths As Above

SIGNED SEALED and DELIVERED as a DEED		)
By Julie M. Clegg		)
for and on behalf of		)/s/ Julie M. Clegg
CREDIT AGRICOLE CORPORATE		)
AND INVESTMENT BANK		)
in the presence of:		)
/s/ David Griffiths David Griffiths As Above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Z.M. Ugolini		)
for and on behalf of		)/s/ Danae Z.M. Ugolini
HSBC BANK PLC		)
as the Agent, the Trustee and a Lender		)
in the presence of:		)
/s/ David Griffiths David Griffiths As Above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Z.M. Ugolini		)
for and on behalf of		)/s/ Danae Z.M. Ugolini
COMMERZBANK AKTIENGESELLSCHAFT		)
as the Hermes Agent		)
in the presence of:		)
/s/ David Griffiths David Griffiths As Above

Schedule 1

The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders

Name and address

Agent

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Hermes Agent

COMMERZBANK

AKTIENGESELLSCHAFT

Corporate Banking

Structured Export and Trade Finance

Kaiserplatz

60261 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 1362 3742
Attn:		Mr Klaus-Dieter Schmedding
Email:		exportfinance@commerzbank.com

Trustee

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Restructuring Trustee

DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482894
Attn:		Mrs Solveig Nuland Knoff
Email:		solveig.knoff@dnbnor.no

Lenders

COMMERZBANK AKTIENGESELLSCHAFT

Global Shipping

Domstrasse 18

20095 Hamburg

Federal Republic of Germany


Fax:		+49 40 3769 9649
Attn:		Mr Stefan Kuch/Mr Martin Hugger/Mrs Anne Randewig
Email:		shipfinance@commerzbank.com

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

KFW

Palmengartenstrasse 5-9

60325 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 7431 3768/2944
Attn:		Mr Josef Schmid/Ms Claudia Wenzel
Email:		josef.schmid@kfw.de/claudia.wenzel@kfw.de

DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482020
Attn:		Mrs Amra Koluder
Email:		amra.koluder@dnbnor.no

NORDDEUTSCHE LANDESBANK GIROZENTRALE

Friedrichswall 10

30159 Hannover

Federal Republic of Germany


Fax:		+49 511 361 4785
Attn:		Mr Torsten Reinecke
Email:		shipping@nordlb.de

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

Taunusanlage 14

60325 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 74221 197
Attn:		Mr Stephan Bachmann
Email:		stephan.bachmann@ca-cib.com

with a copy to:

CREDIT AGRICOLE ASIA SHIPFINANCE LIMITED


Fax:		+852 2868 1448
Attn:		Mr Terence Yuen/Ms Iris Lai
Email:		terence.yuen@ca-cib.com/iris.lai@ca-cib.com

Schedule 2

Amendment of Original Loan Agreement


Clause/Definition		Amendment

Clause 1.1, definition of “Application of Proceeds Formulation”		means the following formulation for the application of any amount of the Loan to be prepaid pursuant to Clause 4.10: (i) entirely to the Delayed Principal Amount; and (ii) in respect of any prepayment of the Loan to be made pursuant to clause 3.1.2 of the Eighth Supplemental Deed, in forward order of maturity with respect to the dates of the Revised Repayments; and (iii) in respect of any other prepayment of the Loan to be made pursuant to Clause 4.10, in forward order of maturity with respect to the dates of the Revised Repayments, subject to the approval of all of the Lenders in respect of each such prepayment and, if the approval of all of the Lenders is not obtained, in inverse order of maturity with respect to the dates of the Revised Repayments;

Clause 1.1, definition of “Eighth Supplemental Deed”		means the eighth supplemental deed dated 2010 to this Agreement;

Clause 1.1, definition of “Margin” (paragraph (ii)(b))		(ii) thereafter two point seven five per cent (2.75%) per annum; notwithstanding the provisions of the penultimate paragraph of Clause 4.10 (as more particularly described in the final paragraph of Clause 4.10);

Clause 1.1, definition (new) of “Maximum Amount of the Delayed Principal Amount”		means USD74,396,650.89;

Clause 1.1, definition (new) of “New Vessels”		means the two (2) newbuild cruise vessels each not larger than m.v. “NORWEGIAN EPIC” (ex hull no C33 (sometimes known as D33) at STX France S.A.) in terms of number of passenger cabins or gross or net tonnage, not on order by a member of the NCLC Group as of the Effective Date (as defined in the Eighth Supplemental Deed);


Clause/Definition		Amendment

Clause 1.1, definition of “Permitted Indebtedness”		means (i) any monies borrowed or raised other than from any direct or indirect shareholder of the Borrower prior to the date on which the last of the Fifth Supplemental Deed and the Amendment Documents have been signed by all the parties thereto and notified by the Borrower to the Agent prior to such date; (ii) the Letter of Credit Facilities; (iii) Permitted Refinancing Indebtedness and (iv) one or more financing arrangements entered into in relation to the acquisition of the New Vessels (or either of them), the agreed form(s) of the term sheet(s) related to such financing arrangement(s) having been disclosed by the Borrower to Hermes prior to their execution by the Borrower or any other member of the NCLC Group and such financing arrangement(s) being on terms satisfactory to Hermes. The term sheet(s) will be disclosed to Hermes on the basis that the terms of such financing arrangement(s) shall be deemed satisfactory unless Hermes notifies the Borrower to the contrary within five (5) business days (in the city in which Hermes has its office) of receipt of the term sheet(s);

Clause 1.1, definition (new) of “Total Delayed Principal Amount”		means USD280,561,651.28, being the aggregate of the Maximum Amount of the Delayed Principal Amount (as defined in the facility agreement for each Cash Sweep Credit Facility) for each Cash Sweep Credit Facility (or, if applicable, tranche thereof);

Clause 4.1		On giving at least thirty (30) days’ prior notice to the Agent, the Borrower may on the last day of a Pre-Delivery Interest Period or an Interest Period prepay (without premium or penalty, subject to Clause 4.8) the whole or any relevant part of the Loan (but if in part in an amount of five million Dollars (USD5,000,000) or the equivalent amount in Euro (as the case may be) or an integral multiple thereof). In the case of a prepayment of part of the Loan, the proportion of that part payable in Dollars or Euro (as the case may be) shall correspond to the proportion of the Loan denominated in that currency at the prepayment date. Notwithstanding anything to the contrary in this Clause 4.1, any prepayment made before an amount equal to the Maximum Amount of the Delayed Principal Amount has been prepaid and/or repaid shall be governed by Clause 4.10.

Clause 4.7 (third sentence)		Subject to Clause 4.9 and Clause 4.10, each prepayment under this Agreement shall be applied in satisfaction of the Borrower’s remaining obligations under Clause 3 in inverse chronological order and Schedule 10 and Schedule 11 shall be recalculated and agreed in accordance with Clause 4.10.

Clause 4.10		Notwithstanding anything to the contrary in this Agreement, other than in respect of ordinary refinancings, no voluntary prepayment of the Loan may be made before an amount equal to the Total Delayed Principal Amount has been cancelled and/or prepaid and/or repaid unless pro rata prepayments, reductions and/or cancellations of the other Cash Sweep Credit Facilities are to be made. The prepayment, reduction and/or cancellation to be made under each Cash Sweep Credit Facility

Clause/Definition

Amendment

shall be calculated based on each Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this Agreement in respect of the Loan and as defined in the relevant facility agreement in respect of each of the other Cash Sweep Credit Facilities) as of the date of the prepayment, reduction and/or cancellation, save for any prepayment to be made pursuant to the Eighth Supplemental Deed. Each such outstanding Delayed Principal Amount or Maximum Amount of the Delayed Principal Amount (as the case may be), to the extent it is not already denominated in Dollars, shall be converted into Dollars on the date falling ten (10) Business Days prior to the relevant prepayment, reduction and/or cancellation date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, for the purposes of such calculation. Subject to Clause 4.8 and the rest of this Clause 4.10, with respect to the Loan on the relevant date of measurement, any prepayment made before an amount equal to the relevant Maximum Amount of the Delayed Principal Amount has been cancelled and/or prepaid and/or repaid shall be applied in accordance with the Application of Proceeds Formulation. As at the Effective Date (as defined in the Eighth Supplemental Deed), Schedule 10 contains a repayment schedule calculated following the prepayment of an amount of the Loan as more particularly described in clause 3.1.2 of the Eighth Supplemental Deed. Following any further voluntary prepayment of the Loan pursuant to this Clause 4.10 or Clause 4.1, Schedule 10 shall be recalculated using the Application of Proceeds Formulation or in accordance with Clause 4.7 (as the case may be), shall be agreed between the Agent and the Borrower as soon as possible after the prepayment date and shall, from such prepayment date, be deemed to be a part of this Agreement.

Notwithstanding anything to the contrary, paragraph (ii) of the definition of Margin shall continue to apply as if the amount of each Revised Repayment or Originally Scheduled Repayment prepaid as described in the last three (3) sentences of the previous paragraph of this Clause 4.10 or in Clause 4.1 had been applied pro rata between the Delayed Principal Amount and the Ordinary Principal Amount comprising each such Revised Repayment or Originally Scheduled Repayment prior to any voluntary prepayment made under this Clause 4.10 pursuant to the Eighth Supplemental Deed. As at the Effective Date (as defined in the Eighth Supplemental Deed), Schedule 11 contains a repayment schedule calculated following the prepayment of an amount of the Loan as more particularly described in clause 3.1.2 of the Eighth Supplemental Deed, on the basis that the amount of each such Revised Repayment prepaid had been applied pro rata between the Delayed Principal Amount and the Ordinary Principal Amount comprising each such Revised Repayment prior to any voluntary prepayment made under this Clause 4.10 pursuant to the Eighth Supplemental Deed. Following any further voluntary prepayment of the Loan pursuant to this Clause 4.10 or Clause 4.1, Schedule 11 shall be recalculated on the basis described in this paragraph of this Clause 4.10, shall be agreed between the Agent and the Borrower as soon as possible after the prepayment date and shall, from such prepayment date, be deemed to be a part of this Agreement.

Schedule 3

Amendment of Original Guarantee


Clause		Amendment

Clause 10.9 (final sentence)		For the avoidance of doubt the purchase of a vessel other than the New Vessels shall not be permitted under this Clause 10.9 or any other provision of the Loan Agreement or this Deed.

Clause 10.10 (new)		The Guarantor shall not (and will procure that no other company in the NCLC Group shall) commit to the purchase of a New Vessel unless the relevant Permitted Indebtedness is available to the buyer unconditionally subject only to the satisfaction of conditions precedent usual for such financing arrangements.

Clause 11.3		The Guarantor shall not and shall procure that no other member of the NCLC Group shall, pay any dividends or make any other distributions in respect of its share capital to any person, provided that (i) subsidiaries of the Guarantor may pay dividends to another member of the NCLC Group, (ii) the Guarantor may pay dividends in respect of tax liability to each relevant jurisdiction in respect of tax returns for each relevant jurisdiction of the NCLC Group or holder of the Guarantor’s capital stock with respect to income taxable as a result of any member of the NCLC Group being treated as a pass-through entity or attributable to any member of the NCLC Group, and (iii) after the later of (x) the listing of the ordinary capital stock of the Guarantor on an Approved Stock Exchange and (y) an amount equal to the Total Delayed Principal Amount having been prepaid and/or repaid, dividends may be paid in an amount not to exceed fifty per cent (50%) of the Consolidated Net Income of the Guarantor and its subsidiaries for the period commencing on 1 January 2010 and ending on the date prior to such payment for which accounts are available, so long as (I) at the time of the payment of such dividend, no Event of Default has occurred and is continuing or would result from the payment of such dividend and (II) after giving effect to such dividend the ratio of Total Net Funded Debt to Consolidated EBITDA for the four (4) consecutive financial quarters last ended for which accounts have been provided to the Agent pursuant to Clause 9.2 of the Guarantee is less than 5.50:1.00. The Agent shall use the Application of Proceeds Formulation to determine whether an amount equal to the Maximum Amount of the Delayed Principal Amount has been prepaid and/or repaid. The Guarantor will procure that any dividends or other distributions and interest paid or payable in connection with such dividends or other distributions will be received promptly by the Guarantor directly or indirectly from the Borrower’s member(s) or shareholder(s) (if such member or shareholder is not the Guarantor) by way of dividend.

Schedule 4

Repayment Schedule calculated using the Application of Proceeds Formulation*


	Existing Schedule										Revised Schedule (after giving effect to USD100,000,000 prepayment)
	Ordinary Principal Amount USD		Originally Scheduled Repayments USD		Delayed Principal Amount USD		Revised Repayments USD		Revised Principal Amount USD		Ordinary Principal Amount USD		Originally Scheduled Repayments USD		Delayed Principal Amount USD		New Revised Repayments USD		Revised Principal Amount USD
20-Apr-10		297,586,603.60		18,599,162.72		55,797,488.17				353,384,091.77		297,586,603.60		18,599,162.72		55,797,488.17				353,384,091.77
Amendment Prepayment		297,586,603.60				55,797,488.17				353,384,091.77		297,586,603.60				29,280,446.18		26,517,041.99		326,867,049.78
19-Oct-10		278,987,440.88		18,599,162.72		74,396,650.89		—		353,384,091.77		278,987,440.88		18,599,162.72		47,879,608.90		—		326,867,049.78
19-Apr-11		260,388,278.16		18,599,162.72		74,396,650.89		18,599,162.72		334,784,929.05		260,388,278.16		18,599,162.72		47,879,608.90		18,599,162.72		308,267,887.06
19-Oct-11		241,789,115.44		18,599,162.72		74,396,650.89		18,599,162.72		316,185,766.33		241,789,115.44		18,599,162.72		47,879,608.90		18,599,162.72		289,668,724.34
19-Apr-12		223,189,952.72		18,599,162.72		74,396,650.89		18,599,162.72		297,586,603.61		223,189,952.72		18,599,162.72		47,879,608.90		18,599,162.72		271,069,561.62
19-Oct-12		204,590,790.00		18,599,162.72		74,396,650.89		18,599,162.72		278,987,440.89		204,590,790.00		18,599,162.72		47,879,608.90		18,599,162.72		252,470,398.90
19-Apr-13		185,991,627.28		18,599,162.72		74,396,650.89		18,599,162.72		260,388,278.17		185,991,627.28		18,599,162.72		47,879,608.90		18,599,162.72		233,871,236.18
21-Oct-13		167,392,464.56		18,599,162.72		74,396,650.89		18,599,162.72		241,789,115.45		167,392,464.56		18,599,162.72		47,879,608.90		18,599,162.72		215,272,073.46
21-Apr-14		148,793,301.84		18,599,162.72		66,130,356.33		26,865,457.28		214,923,658.17		148,793,301.84		18,599,162.72		47,879,608.90		18,599,162.72		196,672,910.74
20-Oct-14		130,194,139.12		18,599,162.72		57,864,061.77		26,865,457.28		188,058,200.89		130,194,139.12		18,599,162.72		47,879,608.90		18,599,162.72		178,073,748.02
20-Apr-15		111,594,976.40		18,599,162.72		49,597,767.21		26,865,457.28		161,192,743.61		111,594,976.40		18,599,162.72		47,879,608.90		18,599,162.72		159,474,585.30
19-Oct-15		92,995,813.68		18,599,162.72		41,331,472.65		26,865,457.28		134,327,286.33		92,995,813.68		18,599,162.72		41,331,472.65		25,147,298.97		134,327,286.33
19-Apr-16		74,396,650.96		18,599,162.72		33,065,178.09		26,865,457.28		107,461,829.05		74,396,650.96		18,599,162.72		33,065,178.09		26,865,457.28		107,461,829.05
19-Oct-16		55,797,488.24		18,599,162.72		24,798,883.53		26,865,457.28		80,596,371.77		55,797,488.24		18,599,162.72		24,798,883.53		26,865,457.28		80,596,371.77
19-Apr-17		37,198,325.52		18,599,162.72		16,532,588.97		26,865,457.28		53,730,914.49		37,198,325.52		18,599,162.72		16,532,588.97		26,865,457.28		53,730,914.49
21-Oct-17		18,599,162.80		18,599,162.72		8,266,294.41		26,865,457.28		26,865,457.21		18,599,162.80		18,599,162.72		8,266,294.41		26,865,457.28		26,865,457.21
19-Apr-18		—		18,599,162.80		—		26,865,457.21		—		—		18,599,162.80		—		26,865,457.21		—

*	Facility converted to USD

Schedule 5

Repayment Schedule for the purpose of calculating the amount of the Margin payable*


	Existing Schedule										Revised Schedule (after giving effect to USD100,000,000 prepayment)
	Ordinary Principal Amount USD		Originally Scheduled Repayments USD		Delayed Principal Amount USD		Revised Repayments USD		Revised Principal Amount USD		Ordinary Principal Amount USD		Originally Scheduled Repayments USD		Delayed Principal Amount USD		New Revised Repayments USD		Revised Principal Amount USD
20-Apr-10		297,586,603.60		18,599,162.72		55,797,488.17		—		353,384,091.77		297,586,603.60		18,599,162.72		55,797,488.17		—		353,384,091.77
Amendment Prepayment		297,586,603.60		—		55,797,488.17		—		353,384,091.77		279,228,651.46				47,638,398.31		26,517,041.99		326,867,049.78
19-Oct-10		278,987,440.88		18,599,162.72		74,396,650.89		—		353,384,091.77		260,629,488.74		18,599,162.72		66,237,561.03		—		326,867,049.78
19-Apr-11		260,388,278.16		18,599,162.72		74,396,650.89		18,599,162.72		334,784,929.05		242,030,326.02		18,599,162.72		66,237,561.03		18,599,162.72		308,267,887.06
19-Oct-11		241,789,115.44		18,599,162.72		74,396,650.89		18,599,162.72		316,185,766.33		223,431,163.30		18,599,162.72		66,237,561.03		18,599,162.72		289,668,724.34
19-Apr-12		223,189,952.72		18,599,162.72		74,396,650.89		18,599,162.72		297,586,603.61		204,832,000.58		18,599,162.72		66,237,561.03		18,599,162.72		271,069,561.62
19-Oct-12		204,590,790.00		18,599,162.72		74,396,650.89		18,599,162.72		278,987,440.89		186,232,837.86		18,599,162.72		66,237,561.03		18,599,162.72		252,470,398.90
19-Apr-13		185,991,627.28		18,599,162.72		74,396,650.89		18,599,162.72		260,388,278.17		167,633,675.14		18,599,162.72		66,237,561.03		18,599,162.72		233,871,236.18
21-Oct-13		167,392,464.56		18,599,162.72		74,396,650.89		18,599,162.72		241,789,115.45		149,034,512.42		18,599,162.72		66,237,561.03		18,599,162.72		215,272,073.46
21-Apr-14		148,793,301.84		18,599,162.72		66,130,356.33		26,865,457.28		214,923,658.17		136,158,169.01		18,599,162.72		60,514,741.73		18,599,162.72		196,672,910.74
20-Oct-14		130,194,139.12		18,599,162.72		57,864,061.77		26,865,457.28		188,058,200.89		123,281,825.60		18,599,162.72		54,791,922.42		18,599,162.72		178,073,748.02
20-Apr-15		111,594,976.40		18,599,162.72		49,597,767.21		26,865,457.28		161,192,743.61		110,405,482.18		18,599,162.72		49,069,103.11		18,599,162.72		159,474,585.30
19-Oct-15		92,995,813.68		18,599,162.72		41,331,472.65		26,865,457.28		134,327,286.33		92,995,813.68		18,599,162.72		41,331,472.65		25,147,298.97		134,327,286.33
19-Apr-16		74,396,650.96		18,599,162.72		33,065,178.09		26,865,457.28		107,461,829.05		74,396,650.96		18,599,162.72		33,065,178.09		26,865,457.28		107,461,829.05
19-Oct-16		55,797,488.24		18,599,162.72		24,798,883.53		26,865,457.28		80,596,371.77		55,797,488.24		18,599,162.72		24,798,883.53		26,865,457.28		80,596,371.77
19-Apr-17		37,198,325.52		18,599,162.72		16,532,588.97		26,865,457.28		53,730,914.49		37,198,325.52		18,599,162.72		16,532,588.97		26,865,457.28		53,730,914.49
21-Oct-17		18,599,162.80		18,599,162.72		8,266,294.41		26,865,457.28		26,865,457.21		18,599,162.80		18,599,162.72		8,266,294.41		26,865,457.28		26,865,457.21
19-Apr-18		—		18,599,162.80		—		26,865,457.21		—		—		18,599,162.80		—		26,865,457.21		—

*	Facility converted to USD

Exhibit 10.27

DATED 18 NOVEMBER 2010

PRIDE OF HAWAII, LLC

(as borrower)

NCL CORPORATION LTD.

(as guarantor)

THE SEVERAL BANKS

(particulars of which are set out in Schedule 1)

(as lenders)

HSBC BANK PLC

(as agent)

COMMERZBANK AKTIENGESELLSCHAFT

(as Hermes agent)

HSBC BANK PLC

(as trustee)

NINTH SUPPLEMENTAL DEED IN RELATION TO

(AMONG OTHER THINGS) SECURED LOAN AGREEMENT

dated 20 April 2004 for the equivalent amount in United States Dollars

of up to EUR308,130,000

pre- and post delivery finance for

“NORWEGIAN JADE”

a luxury cruise vessel with 1,188 passenger cabins

being hull no S.668 at the yard of Meyer Werft GmbH






				[]**

CONTENTS


		Page

1	Definitions and Construction		2

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents and Waiver of Negative Pledges in Post Delivery Mortgage, Earnings Assignment and Insurance Assignment and Second Mortgage and Second Assignments in respect of m.v. “NORWEGIAN JEWEL”		3

3	Conditions Precedent		6

4	Representations and Warranties		8

5	Expenses		9

6	Further Assurance		9

7	Counterparts		10

8	Notices		10

9	Governing Law		10

10	Jurisdiction		11

Schedule 1	The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders		15

NINTH SUPPLEMENTAL DEED

DATED 18 November 2010

BETWEEN:

(1)	PRIDE OF HAWAII, LLC , (formerly known as Ship Ventures Inc.) of Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America as borrower (the “Borrower” );

(2)	NCL CORPORATION LTD. , a company incorporated under the laws of Bermuda and having its registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as guarantor (the “Guarantor” );

(3)	THE SEVERAL BANKS particulars of which are set out in Schedule 1 as lenders (collectively the “Lenders” and each individually a “Lender” );

(4)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as agent (the “Agent” );

(5)	COMMERZBANK AKTIENGESELLSCHAFT of Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of Germany as agent (the “Hermes Agent” ); and

(6)	HSBC BANK PLC of 8 Canada Square, London E14 5HQ as trustee for itself and the Lenders (as hereinafter defined) (the “Trustee” ).

WHEREAS:

(A)

By a loan agreement dated 20 April 2004 as amended and/or restated by a first supplemental deed thereto dated 25 October 2004, a second supplemental deed thereto dated as of 30 September 2005, a third supplemental deed thereto dated 13 November 2006, a fourth supplemental deed thereto dated 21 December 2007, a fifth supplemental deed thereto dated 10 February 2008, a sixth supplemental deed thereto dated 2 April 2009, a seventh supplemental deed thereto dated 19 October 2009 and an eighth supplemental deed thereto dated 22 July 2010 (the “Eighth Supplement” ) entered into between the Borrower as borrower, the Lenders as lenders, the Agent as agent for (among others) the Lenders, the Hermes Agent as agent for (among others) the Lenders and the Trustee as trustee for (among others) the Lenders (the “Original Loan Agreement” ), the Lenders granted to the Borrower a secured loan in the Equivalent Amount of up to three hundred and eight million one hundred and thirty thousand Euros (EUR308,130,000) (the “Loan” ) for the purpose of enabling the Borrower to finance (among other things) the construction of the Vessel (as such term is defined in the Original Loan Agreement) on the terms and conditions therein contained. The repayment of the Loan by the Borrower has been secured by (among other things) a guarantee and indemnity dated 20 April 2004 granted by the Guarantor as amended and/or restated by the said second supplement dated as of 30 September 2005, the said third supplement dated 13 November 2006, the said fourth supplement dated 21 December 2007 and the said sixth supplement dated 2 April 2009 (the “Original Guarantee” ), a first priority mortgage dated 10 February 2008 over the Borrower’s vessel “NORWEGIAN JADE” and a second priority mortgage over m.v. “NORWEGIAN JEWEL” and a second preferred mortgage over m.v. “PRIDE OF AMERICA” each dated 2 April 2009.

(B)	The Guarantor has requested the Lenders, the Agent, the Hermes Agent and the Trustee, among other things, to consent to (i) the borrowing by the Borrower from a syndicate of

banks (the “New Term Loans Lenders” ), the facility agent for which is KfW IPEX-Bank GmbH, of loans which, when aggregated with the loans to be similarly borrowed by Norwegian Jewel Limited ( “NJL” ), will amount to the lesser of (x) the sum of (I) 10% of the initial construction prices of the New Vessels and (II) 100% of the total aggregate amounts payable by the Borrower and NJL to the Hermes agent in relation to the New Term Loans (as defined below) in respect of the Hermes cover for such facilities (the “New Hermes Fees” ), (y) the sum of (I) EUR123,000,000 and (II) EUR3,075,000 and (z) USD224,770,000 (or such higher Dollar cap as may be later agreed between the facility agent for the New Term Loans, Hermes and the Guarantor) provided that the maximum amount of the New Term Loans (as defined below) available to the Borrower for drawing shall not exceed USD130,194,139.00 unless the Dollar cap of USD224,770,000 is so increased, to finance in part the acquisition of the New Vessels by two (2) wholly owned subsidiaries of the Guarantor and related fees, which loans will constitute Permitted Indebtedness from the Effective Date (as defined in the Eighth Supplement) (the “New Term Loans” ) (ii) the granting by the Borrower and NJL of mortgages and deeds of covenants over m.v.s “NORWEGIAN JADE” and “NORWEGIAN JEWEL” (the “Relevant Hermes Vessels” ) respectively that are junior to all mortgages and deeds of covenants existing on the date hereof in respect of such Relevant Hermes Vessel, assignments of the earnings (including intercompany charters) and insurances of the Relevant Hermes Vessels that are junior to all earnings and insurance assignments, respectively, existing on the date hereof in respect of such Relevant Hermes Vessel and a subordination and assignment that is junior to all Bareboat Charterer’s subordinations and assignments existing on the date hereof in respect of such Relevant Hermes Vessel to be executed by the Bareboat Charterer (as bareboat charterer) in respect of m.v. “NORWEGIAN JADE”, each in favour of the New Term Loans Lenders or a trustee therefor to secure the repayment of the New Term Loans (the “Fourth Priority Security Documents” ) and (iii) the prepayment of the relevant part of the New Term Loans in full if (w) the construction contract in respect of a New Vessel is terminated prior to the delivery date of such New Vessel, (x) the delivery date of the relevant New Vessel does not occur on or before (I) in the case of the part of the New Term Loans related to the first New Vessel, 23 December 2013 and (II) in the case of the part of the New Term Loans related to the second New Vessel, 8 December 2014, (y) either new export credit facility to be entered into by the purchasers of the New Vessels shall terminate or (z) certain insolvency events (as specified in the loan documentation in respect of the New Term Loans) occur with respect to the yard that is building the New Vessels (a “Mandatory Prepayment” ).

(C)	The consent of the Lenders, the Agent, the Hermes Agent and the Trustee is given in respect of the above matters on the terms of this ninth supplement (this “Deed” ) which shall be executed as a deed.

NOW THIS DEED WITNESSES as follows:

1	Definitions and Construction

1.1

“Effective Date” means the date on which the conditions precedent set out in Clause 3.1 are fulfilled to the satisfaction of the Agent or waived by the Agent pursuant to Clause 3.2;

“Guarantee” means the Original Guarantee as amended by this Deed;

“Loan Agreement” means the Original Loan Agreement as amended by this Deed; and

“New Process Agent” means EC3 Services Limited whose registered office is presently at 51 Eastcheap, London EC3M 1JP.

1.2

The provisions of clauses 1.2, 1.3 and 17.11 of the Loan Agreement shall apply hereto (mutatis mutandis).

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents and Waiver of Negative Pledges in Post Delivery Mortgage, Earnings Assignment and Insurance Assignment and Second Mortgage and Second Assignments in respect of m.v. “NORWEGIAN JEWEL”

2.1

Subject to Clause 3.1, the parties hereto agree that immediately upon and with effect from the Effective Date the Original Loan Agreement shall be read and construed as if:

2.1.1

the following definitions had been inserted in the appropriate place, alphabetically, in clause 1.1 of the Original Loan Agreement:

“Fourth Assignments” means the two (2) valid and effective legal assignments of the earnings (including intercompany charters) and insurances of the Vessel and m.v. “NORWEGIAN JEWEL” (together with the notices thereof) one (1) to be executed by each of the owners of the relevant Hermes Vessels in respect of its Hermes Vessel and the one (1) valid and effective subordination and assignment to be executed by the Bareboat Charterer (as bareboat charterer) in respect of the Vessel in each case in favour of the New Term Loans Lenders or the collateral agent and/or trustee therefor and junior to all subordinations and/or assignments existing as of the date of the Ninth Supplemental Deed in respect of such Hermes Vessel;

“Fourth Mortgages” means the two (2) statutory Bahamian ship mortgages and deeds of covenants collateral thereto one (1) to be granted by respectively each of the owners of the Vessel and m.v. “NORWEGIAN JEWEL” over its Hermes Vessel in favour of the New Term Loans Lenders or the collateral agent and/or trustee therefor and junior to all ship mortgages and deeds of covenants existing as of the date of the Ninth Supplemental Deed in respect of such Hermes Vessel;

“Fourth Priority Security Co-ordination Deeds” means the deeds to be made between (among others) HSBC Bank plc (as trustee for the relevant

Guaranteed Loan Lenders, as first mortgagees), the Restructuring Trustee (as trustee for the relevant Guaranteed Loan Lenders, as second mortgagees), the Restructuring Trustee (as trustee for the Non-Guaranteed Loan Lenders, as third mortgagees), the facility or collateral agent (as the case may be) for the New Term Loans Lenders and the owners of the Vessel and m.v. “NORWEGIAN JEWEL” in relation to the Fourth Mortgages and the Fourth Assignments such co-ordination deeds to be in the form and on the terms and conditions agreed between the Lenders and the other parties to the co-ordination deed on the date of the Ninth Supplemental Deed, such terms and conditions to include, without limitation, the conditional ability of the Borrower and Pride of Hawaii, LLC to, upon the cancellation of any construction contract for the New Vessels, prepay the relevant part of the New Term Loans in full;

“New Term Loans” means the loans to be borrowed by the Borrower from the New Term Loans Lenders which, when aggregated with the loans to be similarly borrowed by Norwegian Jewel Limited, will amount to the lesser of (x) the sum of (i) 10% of the initial construction prices of the New Vessels and (ii) 100% of the New Hermes Fees (y) the sum of (i) EUR123,000,000 and (ii) EUR3,075,000 and (z) USD224,770,000 (or such higher Dollar cap as may be later agreed between the facility agent for the New Term Loans, Hermes and the Guarantor), to finance in part the acquisition of the New Vessels by two (2) wholly owned subsidiaries of the Guarantor and related fees;

“New Term Loans Lenders” means the lenders of the New Term Loans;

“Ninth Supplemental Deed” means the ninth supplemental deed dated November 2010 to this Agreement; ”;

2.1.2

the following paragraphs had been inserted in the appropriate place, alphabetically, in paragraph (iv)(y) of the definition of “Permitted Liens” in clause 1.1 of the Original Loan Agreement:

“ (i) the Fourth Mortgages and (j) the Fourth Assignments ”; and

2.1.3

“ , the Fourth Priority Security Co-ordination Deeds ”.

2.2

Subject to Clause 3.1 and pursuant to Clause 2.1, immediately upon and with effect from the Effective Date:

2.2.1

such amount to the Guarantor or to the intended owners of the New Vessels. In respect of such on-lending the Borrower and the Guarantor each hereby confirms that so on-lending the relevant amount of the New Term Loans will not prevent the Borrower from performing its obligations under the Loan Agreement at any time;

2.2.2

2.2.3

notwithstanding the provisions of the relevant Security Documents, the Lenders, the Agent, the Hermes Agent and the Trustee agree and consent to NJL and the Bareboat Charterer granting the other Fourth Priority Security and entering into the relevant Fourth Priority Security Documents in form attached to the relevant intercreditor deed with the relevant parties in relation to the relevant Fourth Priority Security Documents;

2.2.4

the Lenders, the Agent and the Hermes Agent instruct the Trustee to instruct the Restructuring Trustee, pursuant to the relevant Second Priority Security Co-ordination Deed, to allow NJL and/or the Bareboat Charterer (as the case may be) to grant the relevant Fourth Priority Security and enter into the Fourth Priority Security Documents in form attached to the relevant intercreditor deed with the relevant parties in relation to the relevant Fourth Priority Security Documents;

2.2.5

the Lenders, the Agent, the Hermes Agent and/or the Trustee instruct the Agent (as first priority mortgagee of m.v. “NORWEGIAN JADE”) to enter into, and the Trustee (in relation to the second priority mortgage over m.v. “NORWEGIAN JEWEL”) to procure the Restructuring Trustee to enter into, intercreditor deeds with the relevant parties in relation to the Fourth Priority Security Documents, in form approved by the Lenders and the Hermes Agent, it being understood that a Mandatory Prepayment shall be permitted provided that, at the relevant time, the Lenders receive evidence satisfactory to them from the Guarantor that the Borrower and NJL (after giving effect to any contributions from the Guarantor) will be able to meet their obligations for the next twelve (12) months under respectively the Loan Agreement and the USD334,050,000 facility agreement dated 20 April 2004 (as amended and/or restated from time to time) if the Mandatory Prepayment is made; and

2.2.6

any further consent required under the Original Loan Agreement and the other Security Documents to permit the Borrower and NJL to borrow the New Term Loans and the Borrower, NJL and the Bareboat Charterer to grant the Fourth Priority Security and enter into the Fourth Priority Security Documents is hereby given by the Lenders, the Agent, the Hermes Agent and the Trustee.

2.3

Each of the Borrower and the Guarantor hereby confirms to the Lenders, the Agent, the Hermes Agent and the Trustee that immediately upon and with effect from the Effective Date:

2.3.1

2.3.2

2.3.3

2.3.4

2.4

3	Conditions Precedent

3.1

3.1.1

on the date of this Deed:

(a)

one (1) counterpart of this Deed duly executed by the parties hereto;

(b)

(c)

the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties” ):

(i)

Certified Copies of any consents required from any ministry, governmental, financial or other authority for the

execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a certificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required;

(ii)

a notarially attested secretary’s certificate of each of the Relevant Parties:

(1)

(2)

giving the names of its present officers and directors;

(3)

(4)

giving the legal owner of its shares and the number of such shares held;

(5)

(6)

containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party;

or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(c)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the members or shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and

(iii)

the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested;

3.1.2

evidence that the Effective Date (as defined in the Eighth Supplement) has occurred;

3.1.3

a Certified Copy of a confirmation in respect of the relevant Hermes Vessel Owner Second Guarantee duly executed by Norwegian Jewel Limited;

3.1.4

a confirmation from the Hermes Agent that the consent of Hermes has been obtained for the amendments contemplated by this Deed; and

3.1.5

PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date.

3.2

4	Representations and Warranties

4.1

Each of the Borrower and the Guarantor represents and warrants to the Lenders, the Agent, the Hermes Agent and the Trustee that:

4.1.1

4.1.2

4.1.3

its entry into and performance of this Deed and the transactions and documents contemplated hereby do not and will not conflict with:

(a)

any law or regulation or any official or judicial order; or

(b)

its constitutional documents; or

(c)

any agreement or document to which it is a party or which is binding upon it or any of its assets,

nor result in the creation or imposition of any Encumbrance on it or its assets pursuant to the provisions of any such agreement or document save

as contemplated by the relevant Fourth Security Documents and in particular but without prejudice to the foregoing the entry into and performance of this Deed and the transactions and documents contemplated hereby and thereby will not render invalid, void or voidable any security granted by it to the Trustee or the Restructuring Trustee;

4.1.4

4.1.5

4.1.6

5	Expenses

5.1

The Borrower and the Guarantor jointly and severally undertake to reimburse the Lenders, the Agent, the Hermes Agent and the Trustee on demand on a full indemnity basis for the reasonable charges and expenses (together with value added tax or any similar tax thereon and including without limitation the fees and expenses of legal and other advisers) incurred by the Lenders, the Agent, the Hermes Agent and/or the Trustee in respect of or in connection with the negotiation, preparation, printing, execution, registration and enforcement of this Deed and any other documents required in connection with the implementation of this Deed.

5.2

6	Further Assurance

7	Counterparts

This Deed may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement.

8	Notices

8.1

8.2

8.3

The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement shall apply to this Deed.

9	Governing Law

This Deed and any non-contractual obligations arising from or in connection with it shall be governed by English law.

10	Jurisdiction

10.1

The courts of England have exclusive jurisdiction to settle any dispute:

10.1.1

arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed); or

10.1.2

relating to any non-contractual obligations arising from or in connection with this Deed,

10.2

10.3

10.4

10.5

10.6

10.7

10.8

In this Clause “judgment” includes order, injunction, declaration and any other decision or relief made or granted by a court.

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed on the day and year first before written.


SIGNED and DELIVERED as a DEED		)
By Amelia Reffold		)
duly authorised attorney-in-fact		)/s/ Amelia Reffold
for and on behalf of		)
PRIDE OF HAWAII, LLC		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One, St. Paul’s Churchyard
	London EC4M 8SH

EXECUTED as a DEED and DELIVERED		)
by NCL CORPORATION LTD.		)
acting by Amelia Reffold		)/s/ Amelia Reffold
expressly authorised in accordance with		)
the laws of Bermuda		)
by virtue of a power of attorney granted		)
by NCL CORPORATION LTD.		)
on 17 November 2010		)
such execution being witnessed by:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One, St. Paul’s Churchyard
	London EC4M 8SH

SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
COMMERZBANK AKTIENGESELLSCHAFT		)
as a Lender		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One, St. Paul’s Churchyard
	London EC4M 8SH


SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
KFW		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One, St. Paul’s Churchyard
	London EC4M 8SH

SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
DnB NOR BANK ASA		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One, St. Paul’s Churchyard
	London EC4M 8SH

SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
NORDDEUTSCHE LANDESBANK		)
GIROZENTRALE		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One, St. Paul’s Churchyard
	London EC4M 8SH

SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
CREDIT AGRICOLE CORPORATE		)
AND INVESTMENT BANK		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One, St. Paul’s Churchyard
	London EC4M 8SH


SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
HSBC BANK PLC		)
as the Agent, the Trustee and a Lender		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One, St. Paul’s Churchyard
	London EC4M 8SH

SIGNED and DELIVERED as a DEED		)
by Danae Zoi Mariel Ugolini		)
duly authorised attorney-in-fact		)/s/ Danae Zoi Mariel Ugolini
for and on behalf of		)
COMMERZBANK AKTIENGESELLSCHAFT		)
as the Hermes Agent		)
in the presence of:	Roderick McGeachy	)
/s/ Roderick McGeachy	Stephenson Harwood
	One, St. Paul’s Churchyard
	London EC4M 8SH

Schedule 1

The Agent, the Hermes Agent, the Trustee, the Restructuring Trustee and the Lenders

Name and address

Agent

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Hermes Agent

COMMERZBANK

AKTIENGESELLSCHAFT

Corporate Banking

Structured Export and Trade Finance

Kaiserplatz

60261 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 1362 3742
Attn:		Mr Klaus-Dieter Schmedding
Email:		exportfinance@commerzbank.com

Trustee

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

Restructuring Trustee

DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482894
Attn:		Mrs Solveig Nuland Knoff
Email:		solveig.knoff@dnbnor.no

Lenders

COMMERZBANK AKTIENGESELLSCHAFT

Global Shipping

Domstrasse 18

20095 Hamburg

Federal Republic of Germany


Fax:		+49 40 3769 9649
Attn:		Mr Stefan Kuch/Mr Marcus Weber/Mrs Anne Randewig
Email:		shipfinance@commerzbank.com

HSBC BANK PLC

Project and Export Finance

8 Canada Square

London E14 5HQ


Fax:		+44 (0)20 7992 4428
Attn:		Mr Alan Marshall
Email:		alan.p.marshall@hsbcib.com

KFW

Palmengartenstrasse 5-9

60325 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 7431 3768/2944
Attn:		Mr Josef Schmid/Ms Claudia Wenzel
Email:		josef.schmid@kfw.de/claudia.wenzel@kfw.de

DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482020
Attn:		Mrs Amra Koluder
Email:		amra.koluder@dnbnor.no

NORDDEUTSCHE LANDESBANK GIROZENTRALE

Friedrichswall 10

30159 Hannover

Federal Republic of Germany


Fax:		+49 511 361 4785
Attn:		Mr Torsten Reinecke
Email:		shipping@nordlb.de

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

Taunusanlage 14

60325 Frankfurt am Main

Federal Republic of Germany


Fax:		+49 69 74221 197
Attn:		Mr Stephan Bachmann
Email:		stephan.bachmann@ca-cib.com

with a copy to:

CREDIT AGRICOLE ASIA SHIPFINANCE LIMITED


Fax:		+852 2868 1448
Attn:		Mr Terence Yuen/Ms Iris Lai
Email:		terence.yuen@ca-cib.com/iris.lai@ca-cib.com

Exhibit 10.32

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

DATED 22 JULY 2010

NCL CORPORATION LTD.

(as borrower)

NORWEGIAN PEARL, LTD.

NORWEGIAN GEM, LTD.

(as guarantors)

THE SEVERAL BANKS

(particulars of which are set out in Schedule 1)

(as lenders)

DnB NOR BANK ASA

(as agent)

DnB NOR BANK ASA

(as security agent)

COMMERZBANK AKTIENGESELLSCHAFT

(as Lower Saxony guarantee agent)

FOURTH SUPPLEMENTAL DEED TO

UP TO EUR624,000,000

REVOLVING LOAN FACILITY AGREEMENT

dated 7 October 2005






				[]**

CONTENTS


		Page

1	Definitions and Construction		2

2	Amendment of Original Facility Agreement and Other Security Documents		2

3	Conditions Precedent		3

4	Representations and Warranties		6

5	Fee and Expenses		7

6	Further Assurance		7

7	Counterparts		8

8	Notices		8

9	Governing Law		8

10	Jurisdiction		8

Schedule 1	Particulars of Agent, Security Agent, Lower Saxony Guarantee Agent, Restructuring Trustee and Lenders		13

Schedule 2	Amendment of Original Facility Agreement		17

Schedule 3	Reduction Schedules calculated using the Application of Proceeds Formulation		22

Schedule 4	Reduction Schedules for the purpose of calculating the amount of the Applicable Margin payable		24

FOURTH SUPPLEMENTAL DEED

DATED 22 July 2010

BETWEEN:

(1)	NCL CORPORATION LTD. a company incorporated in and existing under the laws of Bermuda with its registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as borrower (the “ Borrower ”);

(2)

NORWEGIAN PEARL, LTD. and NORWEGIAN GEM, LTD. each being a company incorporated in and existing under the laws of Bermuda with its registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as guarantors (collectively the “ Guarantors ” and each individually a “ Guarantor ”);

(3)	THE SEVERAL BANKS particulars of which are set out in Schedule 1 as lenders (collectively the “ Lenders ” and each individually a “ Lender ”); and

(4)	DnB NOR BANK ASA of Stranden 21, NO-0021 Oslo, Norway as agent for itself and the Lenders (the “ Agent ”);

(5)	COMMERZBANK AKTIENGESELLSCHAFT of Domstrasse 18, 20095 Hamburg, Federal Republic of Germany as German State of Lower Saxony agent (the “ Lower Saxony Guarantee Agent ”); and

(6)	DnB NOR BANK ASA of Stranden 21, NO-0021 Oslo, Norway as security agent (the “ Security Agent ”).

WHEREAS :

(A)

By a secured loan facility agreement dated 7 October 2005 as amended and/or restated by a first supplemental deed dated 13 November 2006, a second supplemental deed dated 21 December 2007 and a third supplemental deed dated 2 April 2009 (the “ Original Facility Agreement ”) made between (among others) (1) the Borrower as borrower (2) the Lenders as lenders (3) the Agent as agent and (4) the Lower Saxony Guarantee Agent as agent, the Lenders agreed to make available to the Borrower a revolving loan facility of up to six hundred and twenty four million euro (EUR624,000,000) or the equivalent in Dollars (the “ Facility ”) in two (2) tranches. The repayment of the Facility by the Borrower has been secured by (among other things) guarantees and indemnities dated 28 November 2006 and 1 October 2007 granted by the Guarantors respectively.

(B)

The Borrower has requested the Lenders and the Agent, among other things, to consent to the amendment of the definition of Permitted Indebtedness (as defined in the Original Facility Agreement), to enable any member(s) of the NCLC Group to order the New Vessels (as defined in the Facility Agreement) (or either of them), and to allow the Borrower to pay dividends after the listing of the ordinary capital stock of the Borrower on an Approved Stock Exchange.

(C)	The consent of the Lenders, the Agent and the Lower Saxony Guarantee Agent is given in respect of the above matters on the terms of this fourth supplement to the Original Facility Agreement (this “ Deed ”) which shall be executed as a deed.

NOW THIS DEED WITNESSES as follows:

1	Definitions and Construction

1.1

In this Deed including the preamble and recitals hereto (unless the context otherwise requires) any term or expression defined in the preamble or the recitals shall have the meaning ascribed to it therein and terms and expressions not defined herein but whose meanings are defined in the Original Facility Agreement shall have the meanings set out therein. In addition, the following terms and expressions shall have the meanings set out below:

“ Application of Proceeds Formulation ” means the formulation set out in Clause 3.3;

“ Effective Date ” means the date on which the conditions precedent set out in Clause 3.1 are fulfilled to the satisfaction of the Agent or waived by the Agent pursuant to Clause 3.2;

“ Facility Agreement ” means the Original Facility Agreement as amended by this Deed;

“ Maximum Amount of the Delayed Principal Amount ” shall have the meaning specified for such term in the Facility Agreement; and

“ New Process Agent ” means EC3 Services Limited whose registered office is presently at 51 Eastcheap, London EC3M 1JP.

1.2

The provisions of clauses 1.2, 1.3, 1.4 and 1.5 of the Facility Agreement shall apply hereto (mutatis mutandis).

2	Amendment of Original Facility Agreement and Other Security Documents

2.1

Subject to Clause 3.1, the parties hereto agree that immediately upon and with effect from the Effective Date:

2.1.1

the Original Facility Agreement shall be read and construed as if the definitions or clauses referred to in the first column of Schedule 2 to this Deed had been inserted or amended to read as set out in the second column of Schedule 2 to this Deed;

2.1.2

schedule 8 to the Original Facility Agreement had been deleted and substituted with Schedule 3 to this Deed; and

2.1.3

a new schedule 9 had been added to the Original Facility Agreement in the form of Schedule 4 to this Deed.

2.2

The Borrower and each of the Guarantors hereby confirms to the Lenders, the Agent, the Security Agent and the Lower Saxony Guarantee Agent that with effect from the Effective Date:

2.2.1

all references to the Original Facility Agreement in the other Security Documents shall be construed as references to the Facility Agreement and all terms used in such Security Documents whose meanings are defined by reference to the Original Facility Agreement shall be defined by reference to the Facility Agreement;

2.2.2

the Security Documents shall apply to, and extend to secure, the whole of the Outstanding Indebtedness, as defined in clause 1.1 of the Facility Agreement, until it has been repaid or paid in full to the Lenders (or to the Agent on their behalf) and the Agent;

2.2.3

2.2.4

its obligations under the Security Documents to which it is a party shall remain in full force and effect as security for the obligations of the Borrower under the Facility Agreement and the other Security Documents as amended by this Deed.

2.3

Except as expressly amended hereby or pursuant hereto the Original Facility Agreement and the other Security Documents shall remain in full force and effect and nothing herein contained shall relieve the Borrower or either of the Guarantors or any other Obligor from any of its respective obligations under any such documents.

3	Conditions Precedent

3.1

The amendment of the Original Facility Agreement provided for in Clause 2 is conditional upon and shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it:

3.1.1

on the date of this Deed:

(a)

one (1) counterpart of this Deed duly executed by the parties hereto;

(b)

a written confirmation from the New Process Agent that it will act for the Borrower and each of the Guarantors as agent for service of process in England in respect of this Deed and any documents to be executed pursuant hereto;

(c)

evidence that each of the Lenders has received payment of the handling/work fee to which it is entitled as more particularly described in Clause 5.1; and

(d)

the following corporate documents in respect of the Borrower, each of the Guarantors (together the “ Relevant Parties ”):

(i)

(ii)

a notarially attested secretary’s certificate of each of the Relevant Parties:

(1)

(2)

giving the names of its present officers and directors;

(3)

(4)

giving the legal owner of its shares and the number of such shares held;

(5)

(6)

containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party;

or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and

(iii)

the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested;

3.1.2

3.1.3

a Certified Copy of a confirmation in respect of each of the Hermes Vessel Owner Third Guarantees duly executed by the owners of the Hermes Vessels;

3.1.4

a written confirmation from the Lower Saxony Guarantee Agent that the notarially attested and apostilled written consent of the German State of Lower Saxony obtained in relation to the amendments to the Original Facility Agreement contemplated by this Deed is either (a) unconditional or (b) conditional but any such condition has been satisfied by the terms of the amendments to the Original Facility Agreement contemplated by this Deed;

3.1.5

evidence that all the conditions precedent to the amendment of each facility agreement and, if applicable, guarantee in respect of each NCLC Group Credit Facility have been satisfied; and

3.1.6

agreement to the issue of such favourable written legal opinions including in respect of Bermuda, the Isle of Man, Delaware and the United States of America and England in such form as the Agent may require relating to all aspects of the transactions contemplated hereby governed by any applicable law,

PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date (subject to Clause 3.2).

3.2

If the Agent in accordance with clause 20.3 of the Original Facility Agreement decides to permit the amendment of the Original Facility Agreement hereby without having received all of the documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Effective Date (or such other period as the Agent may stipulate) and the amendment of the Original Facility Agreement as aforesaid shall not be construed as a waiver of the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Security Agent, the Lower Saxony Guarantee Agent or the Lenders any obligation to permit the amendment in the absence of such documents or evidence.

3.3

The amount of the Facility to be cancelled and/or prepaid pursuant to Clause 3.1.2 shall be applied:

3.3.1

pro rata between Tranche A and Tranche B, based on the Maximum Amount of the Delayed Principal Amount in each Tranche;

3.3.2

entirely to the Delayed Principal Amount; and

3.3.3

in forward order of maturity with respect to the dates of the Revised Reductions.

For illustrative purposes:

(a)

any cancellation and/or prepayment made pursuant to Clause 3.1.2 shall be applied to the reduction of the Delayed Principal Amount in an amount equal to the difference between the amounts in the third column ( Originally Scheduled Reductions ) and the fifth column ( Revised Reductions ) of schedule 8 to the Original Facility Agreement of each Revised i.e. in the amount of USD3,337,879.33 in the case of Tranche A and USD2,982,258.44 in the case of Tranche B;

(b)

a revised reduction schedule (schedule 8 to the Facility Agreement and Schedule 4 to this Deed) will show the application of the amounts of the Facility to be cancelled and/or prepaid pursuant to Clause 3.1.2 and the amount of each Revised Reduction to be made after such cancellation and/or prepayment; and

(c)

a revised reduction schedule (schedule 9 to the Facility Agreement and Schedule 5 to this Deed) will show the application of the amounts of the Facility to be cancelled and/or prepaid pursuant to Clause 3.1.2 in so far as they relate to the calculation of the amount of the Applicable Margin to be paid after such cancellation and/or prepayment.

4	Representations and Warranties

4.1

The Borrower and each of the Guarantors represents and warrants to the Lenders, the Agent, the Security Agent and the Lower Saxony Guarantee Agent that:

4.1.1

4.1.2

4.1.3

its entry into and performance of this Deed and the transactions and documents contemplated hereby do not and will not conflict with:

(a)

any law or regulation or any official or judicial order; or

(b)

its constitutional documents; or

(c)

any agreement or document to which it is a party or which is binding upon it or any of its assets,

4.1.4

4.1.5

4.1.6

it has fully disclosed in writing to the Agent all facts relating to its business which it knows or should reasonably know and which might reasonably be expected to influence the Lenders, the Agent, the Security Agent and/or the Lower Saxony Guarantee Agent in deciding whether or not to enter into this Deed.

5	Fee and Expenses

5.1

The Borrower shall pay to each of the Lenders (directly or through the Agent) on the date of this Deed a non-refundable handling/work fee of [*] provided that a Lender which is the provider of any other loan or other facility to the Borrower or any other member of the NCLC Group shall only be entitled to receive one (1) such fee of [*]. Notwithstanding any provision of this Deed, the Original Facility Agreement or the Facility Agreement to the contrary, no Lender shall be required to share with the other Lenders, the Agent, the Security Agent and/or the Lower Saxony Guarantee Agent any such handling/work fee received.

5.2

The Borrower and the Guarantors jointly and severally undertake to reimburse the Agent, the Lower Saxony Guarantee Agent and the Lenders on demand of the Agent on a full indemnity basis for the reasonable charges and expenses (together with value added tax or any similar tax thereon and including without limitation the fees and expenses of legal and other advisers) incurred by the Agent, the Lower Saxony Guarantee Agent and/or the Security Agent in respect of, or in connection with the negotiation, preparation, printing, execution, registration and enforcement of this Deed and any other documents required in connection with the implementation of this Deed.

5.3

The Borrower and the Guarantors jointly and severally undertake to reimburse the Agent, the Security Agent and the Lenders on demand of the Agent on a full indemnity basis for all charges and expenses (together with value added tax or any similar tax thereon and including without limitation the fees and expenses of legal advisers) incurred by the Agent, the Security Agent and/or the Lenders in respect of, or in connection, with the enforcement of, or the preservation of any rights under this Deed.

6	Further Assurance

The Borrower and each of the Guarantors will, from time to time on being required to do so by the Agent, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form satisfactory to the Agent as the Agent may reasonably consider necessary for giving full effect to this Deed or any of the documents contemplated hereby or securing to the Lenders, the Agent and/or the Lower Saxony Guarantee Agent the full benefit of the rights, powers and remedies conferred upon the Lenders and/or the Agent in any such document.

7	Counterparts

This Deed may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement.

8	Notices

8.1

Any notice, demand or other communication (unless made by telefax) to be made or delivered to the Borrower and/or a Guarantor pursuant to this Deed shall (unless the Borrower or the Guarantor has by fifteen (15) days’ written notice to the Agent or the Lower Saxony Guarantee Agent (as the case may be) specified another address) be made or delivered to the Borrower and/or the Guarantor at/c/o 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked for the attention of the Chief Financial Officer and the Legal Department) (but one (1) copy shall suffice). Any notice, demand or other communication to be made or delivered by the Borrower or a Guarantor pursuant to this Deed shall (unless the Agent or the Lower Saxony Guarantee Agent (as the case may be) has by fifteen (15) days’ written notice to the Borrower or the Guarantor specified another address) be made or delivered to the Agent or the Lower Saxony Guarantee Agent at its Lending Branch, the details of which are set out in Schedule 1.

8.2

Any notice, demand or other communication to be made or delivered pursuant to this Deed may be sent by telefax to the relevant telephone numbers (which at the date hereof in respect of the Borrower and the Guarantors is +1 305 436 4140 (marked for the attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the attention of the Legal Department) and in the case of the Agent and the Lower Saxony Guarantee Agent is as recorded in Schedule 1) specified by it from time to time for the purpose and shall be deemed to have been received when transmission of such telefax communication has been completed. Each such telefax communication, if made to the Agent or the Lower Saxony Guarantee Agent by the Borrower or a Guarantor shall be signed by the person or persons authorised in writing by the Borrower or the Guarantor (as the case may be) and whose signature appears on the list of specimen signatures contained in the secretary’s certificate required to be delivered by Clause 3 and shall be expressed to be for the attention of the department or officer whose name has been notified for the time being for that purpose by the Agent or the Lower Saxony Guarantee Agent (as the case may be) to the Borrower and the Guarantor.

8.3

The provisions of clauses 21.1, 21.5 and 21.6 of the Original Facility Agreement shall apply to this Deed.

9	Governing Law

This Deed and any non-contractual obligations arising from or in connection with it shall be governed by English law.

10	Jurisdiction

10.1

The courts of England have exclusive jurisdiction to settle any dispute:

10.1.1

arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed); or

10.1.2

relating to any non-contractual obligations arising from or in connection with this Deed,

(a “ Dispute ”). Each party to this Deed agrees that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

This Clause 10.1 is for the benefit of the Lenders, the Agent, the Security Agent and the Lower Saxony Guarantee Agent only. As a result, no such party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, any such party may take concurrent proceedings in any number of jurisdictions.

10.2

None of the Borrower or the Guarantors may, without the Agent’s prior written consent, terminate the appointment of the New Process Agent; if the New Process Agent resigns or its appointment ceases to be effective, the Borrower and/or the Guarantors (as the case may be) shall within fourteen (14) days appoint a company which has premises in London and has been approved by the Agent to act as the Borrower’s and/or the Guarantors’ (as the case may be) process agent with unconditional authority to receive and acknowledge service on behalf of the Borrower and/or the Guarantors of all process or other documents connected with proceedings in the English courts which relate to this Deed.

10.3

For the purpose of securing its obligations under Clause 10.2, the Borrower and each of the Guarantors irrevocably agrees that, if it for any reason fails to appoint a process agent within the period specified in Clause 10.2, the Agent may appoint any person (including a company controlled by or associated with the Agent, the Security Agent or any Lender) to act as the Borrower’s or that Guarantor’s (as the case may be) process agent in England with the unconditional authority described in Clause 10.2.

10.4

No neglect or default by a process agent appointed or designated under this Clause (including a failure by it to notify the Borrower or the Guarantors (as the case may be) of the service of any process or to forward any process to the Borrower or the Guarantors (as the case may be)) shall invalidate any proceedings or judgment.

10.5

The Borrower and each of the Guarantors appoints in the case of the courts of England the New Process Agent to receive, for and on its behalf, service of process in England of any legal proceedings with respect to this Deed.

10.6

A judgment relating to this Deed which is given or would be enforced by an English court shall be conclusive and binding on the Borrower and/or the Guarantors (as the case may be) and may be enforced without review in any other jurisdiction.

10.7

Nothing in this Clause shall exclude or limit any right which the Agent the Security Agent or the Lenders may have (whether under the laws of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.

10.8

In this Clause “ judgment ” includes order, injunction, declaration and any other decision or relief made or granted by a court.

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed on the day and year first before written.


SIGNED SEALED and DELIVERED as a DEED		)
by		)
for and on behalf of		)/s/ Micha Withoft
NCL CORPORATION LTD.		)
in the presence of:		)
/s/ David Griffiths David Griffiths
One St. Paul’s Churchyard
London
EC4M 8SH

SIGNED SEALED and DELIVERED as a DEED		)
By Micha Withoft		)
for and on behalf of		)/s/ Micha Withoft
NORWEGIAN PEARL, LTD.		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Micha Withoft		)
for and on behalf of		)/s/ Micha Withoft
NORWEGIAN GEM, LTD.		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
COMMERZBANK AKTIENGESELLSCHAFT		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
DnB NOR BANK ASA		)
as a Lender, the Agent and the Security Agent		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above


SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
KFW IPEX-BANK GMBH		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
NORDDEUTSCHE LANDESBANK		)
GIROZENTRALE		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
NORDEA BANK NORGE ASA		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ David Sumner
BANK OF SCOTLAND PLC		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
UNICREDIT BANK AG		)
(formerly known as Bayerische Hypo- und		)
Vereinsbank AG)		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
DEUTSCHE SCHIFFSBANK		)
AKTIENGESELLSCHAFT , Bremen and Hamburg		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above


SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
FOKUS BANK		)
(being the Norwegian branch of Danske Bank A/S)		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
HSH NORDBANK AG		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
SKANDINAVISKA ENSKILDA BANKEN		)
AB (publ)		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
COMMERZBANK AKTIENGESELLSCHAFT		)
as the Lower Saxony Guarantee Agent		)
in the presence of:		)
/s/ David Griffiths David Griffiths
As above

Schedule 1

Particulars of Agent, Security Agent, Lower Saxony Guarantee Agent, Restructuring Trustee and Lenders

Name and Address

Agent, Security Agent and Restructuring Trustee

DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482894
Attn:		Mrs Solveig Nuland Knoff

Lower Saxony Guarantee Agent

COMMERZBANK AKTIENGESELLSCHAFT

Global Shipping

Domstrasse 18

20095 Hamburg

Germany


Fax:		+49 40 3769 6949
Attn:		Mr Stefan Kuch/Mr Martin Hugger/Mrs Anne Randewig
Email:		shipfinance@commerzbank.com

Restructuring Trustee

DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482894
Attn:		Mrs Solveig Nuland Knoff

Name and Address

Lenders

COMMERZBANK AKTIENGESELLSCHAFT

Global Shipping

Domstrasse 18

20095 Hamburg

Germany


Fax:		+49 40 3769 9649
Attn:		Mr Stefan Kuch/Mr Martin Hugger/
		Mrs Anne Randewig
Email:		shipfinance@commerzbank.com

DnB NOR BANK ASA

Stranden 21

NO-0021 Oslo

Norway


Fax:		+47 22 482020
Attn:		Mrs Amra Koluder
Email:		amra.koluder@dnbnor.no

KFW IPEX-BANK GMBH

Palmengartenstrasse 5-9

60325 Frankfurt am Main

Germany


Fax:		+49 69 7431 3768/2944
Attn:		Mr Josef Schmid/Ms Claudia Wenzel
Email:		josef.schmid@kfw.de/claudia.wenzel@kfw.de

NORDDEUTSCHE LANDESBANK

GIROZENTRALE

Friedrichswall 10

30159 Hannover

Germany


Fax:		+49 511 361 4785
Attn:		Mr Torsten Reinecke
Email:		shipping@nordlb.de

NORDEA BANK NORGE ASA

Middelthuns gate 17

Oslo

P O Box 1166 Sentrum

NO-0107 Oslo

Norway


Fax:		+47 22 484278
Attn:		Mr Arne Berglund
Email:		arne.berglund@nordea.com

BANK OF SCOTLAND PLC

Marine Finance

Second Floor

New Uberior House

11 Earl Grey Street

Edinburgh EH3 9BN

Scotland


Fax:		+44 131 659 1194
Attn:		Douglas Newton / Russell Parker
Email:		douglas_newton@bankofscotland.co.uk

UNICREDIT BANK AG

(formerly known as Bayerische Hypo- und

Vereinsbank AG)

Alter Wall 22

20457 Hamburg

Germany


Fax:		+49 40 3692 3696/+49 89 378 334 2832
Attn:		Mr Peter-Alexander Wunner/
		Mr Michael McCarthy
Email:		peter-alexander.wunner@unicreditgroup.de/
		michael.mccarthy@unicreditgroup.de

DEUTSCHE SCHIFFSBANK

AKTIENGESELLSCHAFT

Bremen and Hamburg

Domshof 17

28195 Bremen

Germany


Fax:		+49 421 3609 329
Attn:		Dr Matthias Fischer
Email:		matthias.fischer@schiffsbank.com

FOKUS BANK

(being the Norwegian branch of Danske Bank A/S)

Stortingsgaten 6

P O Box 1170 Sentrum

NO-0107 Oslo

Norway


Fax:		+47 85 407990
Attn:		Mr Øivind Haraldsen/Mr Tore Thorlacius Braein
Email:		oivind.haraldsen@fokus.no/
		tore.braein@fokus.no

HSH NORDBANK AG

Gerhart-Hauptmann-Platz 50

20095 Hamburg

Germany


Fax:		+49 40 3333 613741
Attn:		Mr Carsten Dreyer
Email:		carsten.dreyer@hsh-nordbank.com

Fax:		+1 212 407 6008
Attn:		Ms Frauke Hay
Email:		frauke.hay@hsh-nordbank.com

SKANDINAVISKA ENSKILDA BANKEN AB

(publ)

Kungsträdgårdsgatan 8

SE-106 40 Stockholm

Sweden


Fax:		+44 20 7236 5144
Attn:		Mr Egil Aarrestad/Mr Malcolm Stonehouse
Email:		egil.aarrestad@seb.co.uk/
		malcolm.stonehouse@seb.co.uk

Schedule 2

Amendment of Original Facility Agreement


Clause/Definition	Amendment

Clause 1.1, definition of “ Applicable Margin ” (paragraph (iii))	(iii)	the applicable rate per annum set out in the table above as amended by paragraph (ii) above and further increased by six per cent (6.0%) shall apply to the Delayed Principal Amount of each Tranche;
	notwithstanding the provisions of the penultimate paragraph of Clause 4.16 (as more particularly described in the final paragraph of Clause 4.16);

Clause 1.1, definition of “Application of Proceeds Formulation”	means the following formulation for the application of any amount of the Facility to be cancelled and/or prepaid pursuant to Clause 4.16:
	(i)	pro rata between Tranche A and Tranche B, based on the Maximum Amount of the Delayed Principal Amount in each Tranche;
	(ii)	entirely to the Delayed Principal Amount;

	(iii)	in respect of any cancellation and/or prepayment of the Facility to be made pursuant to clause 3.1.2 of the Fourth Supplemental Deed, in forward order of maturity with respect to the dates of the Revised Reductions; and

	(iv)	in respect of any other cancellation and/or prepayment of the Facility to be made pursuant to Clause 4.16, in forward order of maturity with respect to the dates of the Revised Reductions, subject to the approval of all of the Lenders in respect of each such cancellation and/or prepayment and, if the approval of all of the Lenders is not obtained, in inverse order of maturity with respect to the dates of the Revised Reductions;

Clause 1.1, definition of “ Fourth Supplemental Deed ”	means the fourth supplemental deed dated 2010 to this Agreement;


Clause/Definition		Amendment

Clause 1.1, definition (new) of “ Maximum Amount of the Delayed Principal Amount ”		means USD53,406,069.32 in respect of Tranche A and USD53,680,652.00 in respect of Tranche B;

Clause 1.1, definition (new) of “ New Vessels ”		means the two (2) newbuild cruise vessels each not larger than m.v. “NORWEGIAN EPIC” (ex hull no C33 (sometimes known as D33) at STX France S.A.) in terms of number of passenger cabins or gross or net tonnage, not on order by a member of the NCLC Group as of the Effective Date (as defined in the Fourth Supplemental Deed);

Clause 1.1, definition of “ Permitted Indebtedness ”		means (i) any monies borrowed or raised other than from any direct or indirect shareholder of the Borrower prior to the date on which the last of the Third Supplemental Deed and the Amendment Documents have been signed by all the parties thereto and notified by the Borrower to the Agent prior to such date; (ii) the Letter of Credit Facilities; (iii) Permitted Refinancing Indebtedness and (iv) one or more financing arrangements entered into in relation to the acquisition of the New Vessels (or either of them), the agreed form(s) of the term sheet(s) related to such financing arrangement(s) having been disclosed by the Borrower to the German State of Lower Saxony prior to their execution by the Borrower or any other member of the NCLC Group and such financing arrangement(s) being on terms satisfactory to the German State of Lower Saxony. The term sheet(s) will be disclosed to the German State of Lower Saxony on the basis that the terms of such financing arrangement(s) shall be deemed satisfactory unless the German State of Lower Saxony notifies the Borrower to the contrary within five (5) business days (in the city in which the German State of Lower Saxony has its office) of receipt of the term sheet(s);

Clause 1.1, definition (new) of “ Total Delayed Principal Amount ”		means USD280,561,651.28, being the aggregate of the Maximum Amount of the Delayed Principal Amount (as defined in the facility agreement for each Cash Sweep Credit Facility) for each Cash Sweep Credit Facility (or, if applicable, tranche thereof);


Clause/Definition		Amendment

Clause 4.6 (final sentence)		Any such notice of cancellation, once given, shall be irrevocable and upon such cancellation taking effect the Commitment of each of the Lenders to the relevant Tranche shall be permanently reduced proportionately and the Borrower shall on the date designated in its notice prepay such amount of the outstanding Drawings as will ensure that immediately thereafter the aggregate amount of the Drawings will not exceed the Commitments to the relevant Tranche as so reduced by virtue of the Borrower’s cancellation. Any voluntary cancellation and/or prepayment of a Tranche made pursuant to this Clause 4.6 shall be applied in satisfaction of the Originally Scheduled Reductions in inverse order of maturity and Schedule 8 and Schedule 9 shall be recalculated and agreed in accordance with Clause 4.16. Notwithstanding anything to the contrary in this Clause 4.6, any prepayment made before an amount equal to the relevant Maximum Amount of the Delayed Principal Amount has been cancelled and/or prepaid and/or repaid shall be governed by Clause 4.16.

Clause 4.16		Notwithstanding anything to the contrary in this Agreement, other than in respect of ordinary refinancings, no voluntary cancellation of Commitments to a Tranche may be made before an amount equal to the Total Delayed Principal Amount has been cancelled and/or prepaid and/or repaid unless pro rata prepayments, reductions and/or cancellations of the other Tranche and the other Cash Sweep Credit Facilities are to be made. The prepayment, reduction and/or cancellation to be made under each Cash Sweep Credit Facility shall be calculated based on each Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this Agreement in respect of the Facility and as defined in the relevant facility agreement in respect of each of the other Cash Sweep Credit Facilities) as of the date of the prepayment, reduction and/or cancellation, save for any cancellation and/or prepayment to be made pursuant to the Fourth Supplemental Deed. Each such outstanding Delayed Principal Amount or Maximum Amount of the Delayed Principal Amount (as the case may be), to the extent it is not already denominated in Dollars, shall be converted into Dollars on the date falling ten (10) Business Days prior to the relevant prepayment, reduction and/or cancellation date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, for the purposes of such calculation. The allocation between the Tranches shall be based on the percentage that a Tranche bears to the Facility. Subject to the rest of this Clause 4.16, with respect to each Tranche on the relevant date of measurement, any prepayment made before an amount equal to the relevant Maximum Amount of the Delayed Principal Amount has been cancelled and/or prepaid and/or repaid shall be applied in accordance with the Application of Proceeds Formulation. As at the Effective Date (as defined in the Fourth Supplemental Deed), Schedule 8 contains reduction schedules calculated following the cancellation and/or prepayment of an amount of the Facility as more particularly described in clause 3.1.2 of the Fourth Supplemental Deed. Following any further voluntary cancellation and/or prepayment of the Facility pursuant to this Clause 4.16 or Clause 4.6, Schedule 8 shall be recalculated using the Application of Proceeds Formulation or in accordance with Clause 4.6 (as the case may be), shall be agreed between the Agent and the Borrower as soon as possible after the cancellation and/or prepayment date and shall, from such cancellation and/or prepayment date, be deemed to be a part of this Agreement.


Clause/Definition		Amendment

		Notwithstanding anything to the contrary, paragraphs (ii) and (iii) of the definition of Applicable Margin shall continue to apply as if the amount of each Revised Reduction or Originally Scheduled Reduction cancelled and/or prepaid as described in the last three (3) sentences of the previous paragraph of this Clause 4.16 or in Clause 4.6 had been applied pro rata between the Delayed Principal Amount and the Ordinary Principal Amount comprising each such Revised Reduction or Originally Scheduled Reduction prior to any voluntary cancellation and/or prepayment made under this Clause 4.16 pursuant to the Fourth Supplemental Deed. As at the Effective Date (as defined in the Fourth Supplemental Deed), Schedule 9 contains reduction schedules calculated following the cancellation and/or prepayment of an amount of the Facility as more particularly described in clause 3.1.2 of the Fourth Supplemental Deed, on the basis that the amount of each such Revised Reduction cancelled and/or prepaid had been applied pro rata between the Delayed Principal Amount and the Ordinary Principal Amount comprising each such Revised Reduction prior to any voluntary cancellation and/or prepayment made under this Clause 4.16 pursuant to the Fourth Supplemental Deed. Following any further voluntary cancellation and/or prepayment of the Facility pursuant to this Clause 4.16 or Clause 4.6, Schedule 9 shall be recalculated on the basis described in this paragraph of this Clause 4.16, shall be agreed between the Agent and the Borrower as soon as possible after the cancellation and/or prepayment date and shall, from such cancellation and/or prepayment date, be deemed to be a part of this Agreement.


Clause/Definition		Amendment

Clause 10.4		10.4.1 The Borrower shall not and shall procure that no other member of the NCLC Group shall, pay any dividends or make any other distributions in respect of its share capital to any person, provided that (i) subsidiaries of the Borrower may pay dividends to another member of the NCLC Group; (ii) the Borrower may pay dividends in respect of tax liability to each relevant jurisdiction in respect of tax returns for each relevant jurisdiction of the NCLC Group or holder of the Borrower’s capital stock with respect to income taxable as a result of any member of the NCLC Group being treated as a pass-through entity or attributable to any member of the NCLC Group and (iii) after the later of (x) the listing of the ordinary capital stock of the Borrower on an Approved Stock Exchange and (y) an amount equal to the Total Delayed Principal Amount having been cancelled and/or prepaid and/or repaid, dividends may be paid in an amount not to exceed fifty per cent (50%) of the Consolidated Net Income of the Borrower and its subsidiaries for the period commencing on 1 January 2010 and ending on the date prior to such payment for which accounts are available, so long as (I) at the time of the payment of such dividend, no Event of Default has occurred and is continuing or would result from the payment of such dividend and (II) after giving effect to such dividend the ratio of Total Net Funded Debt to Consolidated EBITDA for the four (4) consecutive financial quarters last ended for which accounts have been provided to the Agent pursuant to Clause 10.2 is less than 5.50:1.00. The Agent shall use the Application of Proceeds Formulation to determine whether an amount equal to the relevant Maximum Amount of the Delayed Principal Amount has been cancelled and/or prepaid and/or repaid. 10.4.2 The Borrower will procure that any dividends or other distributions and interest paid or payable in connection therewith received by the Shareholder, NCL America Holdings and/or Arrasas will be paid to the Borrower by way of dividend promptly on receipt.

Clause 10.9 (final sentence)		For the avoidance of doubt the purchase of a vessel other than the New Vessels shall not be permitted under this Clause 10.9 or any other provision of the Facility Agreement.

Clause 10.30 (new)		The Borrower shall not (and will procure that no other company in the NCLC Group shall) commit to the purchase of a New Vessel unless the relevant Permitted Indebtedness is available to the buyer unconditionally subject only to the satisfaction of conditions precedent usual for such financing arrangements.

Schedule 3

Reduction Schedules calculated using the Application of Proceeds Formulation

Tranche A:


	Existing Schedule										Revised Schedule (after giving effect to USD100,000,000 prepayment)
	Ordinary Principal Amount		Originally Scheduled Reductions		Delayed Principal Amount		Revised Reductions		Revised Principal Amount		Ordinary Principal Amount		Originally Scheduled Reductions		Delayed Principal Amount		New Revised Reductions		Revised Principal Amount
	USD		USD		USD		USD		USD		USD		USD		USD		USD		USD
28-May-10		307,084,898.68		13,351,517.33		40,054,551.99				347,139,450.67		307,084,898.68		13,351,517.33		40,054,551.99				347,139,450.67
Amendment Prepayment		307,084,898.68				40,054,551.99				347,139,450.67		307,084,898.68				21,019,138.89		19,035,413.10		328,104,037.57
29-Nov-10		293,733,381.35		13,351,517.33		53,406,069.32		—		347,139,450.67		293,733,381.35		13,351,517.33		34,370,656.22		—		328,104,037.57
31-May-11		280,381,864.02		13,351,517.33		50,068,189.99		16,689,396.66		330,450,054.01		280,381,864.02		13,351,517.33		34,370,656.22		13,351,517.33		314,752,520.24
28-Nov-11		267,030,346.69		13,351,517.33		46,730,310.66		16,689,396.66		313,760,657.35		267,030,346.69		13,351,517.33		34,370,656.22		13,351,517.33		301,401,002.91
29-May-12		253,678,829.36		13,351,517.33		43,392,431.33		16,689,396.66		297,071,260.69		253,678,829.36		13,351,517.33		34,370,656.22		13,351,517.33		288,049,485.58
28-Nov-12		240,327,312.03		13,351,517.33		40,054,552.00		16,689,396.66		280,381,864.03		240,327,312.03		13,351,517.33		34,370,656.22		13,351,517.33		274,697,968.25
28-May-13		226,975,794.70		13,351,517.33		36,716,672.67		16,689,396.66		263,692,467.37		226,975,794.70		13,351,517.33		34,370,656.22		13,351,517.33		261,346,450.92
29-Nov-13		213,624,277.37		13,351,517.33		33,378,793.34		16,689,396.66		247,003,070.71		213,624,277.37		13,351,517.33		33,378,793.34		14,343,380.21		247,003,070.71
28-May-14		200,272,760.04		13,351,517.33		30,040,914.01		16,689,396.66		230,313,674.05		200,272,760.04		13,351,517.33		30,040,914.01		16,689,396.66		230,313,674.05
28-Nov-14		186,921,242.71		13,351,517.33		26,703,034.68		16,689,396.66		213,624,277.39		186,921,242.71		13,351,517.33		26,703,034.68		16,689,396.66		213,624,277.39
28-May-15		173,569,725.38		13,351,517.33		23,365,155.35		16,689,396.66		196,934,880.73		173,569,725.38		13,351,517.33		23,365,155.35		16,689,396.66		196,934,880.73
30-Nov-15		160,218,208.05		13,351,517.33		20,027,276.02		16,689,396.66		180,245,484.07		160,218,208.05		13,351,517.33		20,027,276.02		16,689,396.66		180,245,484.07
31-May-16		146,866,690.72		13,351,517.33		16,689,396.69		16,689,396.66		163,556,087.41		146,866,690.72		13,351,517.33		16,689,396.69		16,689,396.66		163,556,087.41
28-May-16		133,515,173.39		13,351,517.33		13,351,517.36		16,689,396.66		146,866,690.75		133,515,173.39		13,351,517.33		13,351,517.36		16,689,396.66		146,866,690.75
30-May-17		120,163,656.06		13,351,517.33		10,013,638.03		16,689,396.66		130,177,294.09		120,163,656.06		13,351,517.33		10,013,638.03		16,689,396.66		130,177,294.09
28-Nov-17		106,812,138.73		13,351,517.33		6,675,758.70		16,689,396.66		113,487,897.43		106,812,138.73		13,351,517.33		6,675,758.70		16,689,396.66		113,487,897.43
29-May-18		93,460,621.40		13,351,517.33		3,337,879.37		16,689,396.66		96,798,500.77		93,460,621.40		13,351,517.33		3,337,879.37		16,689,396.66		96,798,500.77
28-Nov-18		—		93,460,621.40		—		96,798,500.77		—		—		93,460,621.40		—		96,798,500.77		—

Tranche B:


	Existing Schedule										Revised Schedule (after giving effect to USD100,000,000 prepayment)
	Ordinary Principal Amount		Originally Scheduled Reductions		Delayed Principal Amount		Revised Reductions		Revised Principal Amount		Ordinary Principal Amount		Originally Scheduled Reductions		Delayed Principal Amount		New Revised Reductions		Revised Principal Amount
	USD		USD		USD		USD		USD		USD		USD		USD		USD		USD
1-Apr-10		335,504,065.67		13,420,163.00		40,260,489.00				375,764,554.67		335,504,065.67		13,420,163.00		40,260,489.00				375,764,554.67
Amendment Prepayment		335,504,065.67				40,260,489.00				375,764,554.67		335,504,065.67				21,127,206.97		19,133,282.03		356,631,272.64
1-Oct-10		322,083,902.67		13,420,163.00		53,680,652.00		—		375,764,554.67		322,083,902.67		13,420,163.00		34,547,369.97		—		356,631,272.64
1-Apr-11		308,663,739.67		13,420,163.00		50,698,393.56		16,402,421.44		359,362,133.23		308,663,739.67		13,420,163.00		34,547,369.97		13,420,163.00		343,211,109.64
3-Oct-11		295,243,576.67		13,420,163.00		47,716,135.12		16,402,421.44		342,959,711.79		295,243,576.67		13,420,163.00		34,547,369.97		13,420,163.00		329,790,946.64
2-Apr-12		281,823,413.67		13,420,163.00		44,733,876.68		16,402,421.44		326,557,290.35		281,823,413.67		13,420,163.00		34,547,369.97		13,420,163.00		316,370,783.64
1-Oct-12		268,403,250.67		13,420,163.00		41,751,618.24		16,402,421.44		310,154,868.91		268,403,250.67		13,420,163.00		34,547,369.97		13,420,163.00		302,950,620.64
1-Apr-13		254,983,087.67		13,420,163.00		38,769,359.80		16,402,421.44		293,752,447.47		254,983,087.67		13,420,163.00		34,547,369.97		13,420,163.00		289,530,457.64
1-Oct-13		241,562,924.67		13,420,163.00		35,787,101.36		16,402,421.44		277,350,026.03		241,562,924.67		13,420,163.00		34,547,369.97		13,420,163.00		276,110,294.64
1-Apr-14		228,142,761.67		13,420,163.00		32,804,842.92		16,402,421.44		260,947,604.59		228,142,761.67		13,420,163.00		32,804,842.92		15,162,690.05		260,947,604.59
1-Oct-14		214,722,598.67		13,420,163.00		29,822,584.48		16,402,421.44		244,545,183.15		214,722,598.67		13,420,163.00		29,822,584.48		16,402,421.44		244,545,183.15
1-Apr-15		201,302,435.67		13,420,163.00		26,840,326.04		16,402,421.44		228,142,761.71		201,302,435.67		13,420,163.00		26,840,326.04		16,402,421.44		228,142,761.71
1-Oct-15		187,882,272.67		13,420,163.00		23,858,067.60		16,402,421.44		211,740,340.27		187,882,272.67		13,420,163.00		23,858,067.60		16,402,421.44		211,740,340.27
1-Apr-16		174,462,109.67		13,420,163.00		20,875,809.16		16,402,421.44		195,337,918.83		174,462,109.67		13,420,163.00		20,875,809.16		16,402,421.44		195,337,918.83
3-Oct-16		161,041,946.67		13,420,163.00		17,893,550.72		16,402,421.44		178,935,497.39		161,041,946.67		13,420,163.00		17,893,550.72		16,402,421.44		178,935,497.39
3-Apr-17		147,621,783.67		13,420,163.00		14,911,292.28		16,402,421.44		162,533,075.95		147,621,783.67		13,420,163.00		14,911,292.28		16,402,421.44		162,533,075.95
2-Oct-17		134,201,620.67		13,420,163.00		11,929,033.84		16,402,421.44		146,130,654.51		134,201,620.67		13,420,163.00		11,929,033.84		16,402,421.44		146,130,654.51
2-Apr-18		120,781,457.67		13,420,163.00		8,946,775.40		16,402,421.44		129,728,233.07		120,781,457.67		13,420,163.00		8,946,775.40		16,402,421.44		129,728,233.07
1-Oct-18		107,361,294.67		13,420,163.00		5,964,516.96		16,402,421.44		113,325,811.63		107,361,294.67		13,420,163.00		5,964,516.96		16,402,421.44		113,325,811.63
1-Apr-19		93,941,131.67		13,420,163.00		2,982,258.52		16,402,421.44		96,923,390.19		93,941,131.67		13,420,163.00		2,982,258.52		16,402,421.44		96,923,390.19
1-Oct-19		—		93,941,131.67		—		96,923,390.19		—		—		93,941,131.67		—		96,923,390.19		—

Schedule 4

Reduction Schedules for the purpose of calculating the amount of the Applicable Margin payable

Tranche A:


	Existing Schedule										Revised Schedule (after giving effect to USD100,000,000 prepayment)
	Ordinary Principal Amount		Originally Scheduled Reductions		Delayed Principal Amount		Revised Reductions		Revised Principal Amount		Ordinary Principal Amount		Originally Scheduled Reductions		Delayed Principal Amount		New Revised Reductions		Revised Principal Amount
	USD		USD		USD		USD		USD		USD		USD		USD		USD		USD
28-May-10		307,084,898.68		13,351,517.33		40,054,551.99		—		347,139,450.67		307,084,898.68		13,351,517.33		40,054,551.99		—		347,139,450.67
Amendment Prepayment		307,084,898.68		—		40,054,551.99		—		347,139,450.67		291,856,568.20				36,247,469.37		19,035,413.10		328,104,037.57
29-Nov-10		293,733,381.35		13,351,517.33		53,406,069.32		—		347,139,450.67		278,505,050.87		13,351,517.33		49,598,986.70		—		328,104,037.57
31-May-11		280,381,864.02		13,351,517.33		50,068,189.99		16,689,396.66		330,450,054.01		267,823,837.00		13,351,517.33		46,928,683.24		13,351,517.33		314,752,520.24
28-Nov-11		267,030,346.69		13,351,517.33		46,730,310.66		16,689,396.66		313,760,657.35		257,142,623.14		13,351,517.33		44,258,379.77		13,351,517.33		301,401,002.91
29-May-12		253,678,829.36		13,351,517.33		43,392,431.33		16,689,396.66		297,071,260.69		246,461,409.27		13,351,517.33		41,588,076.31		13,351,517.33		288,049,485.58
28-Nov-12		240,327,312.03		13,351,517.33		40,054,552.00		16,689,396.66		280,381,864.03		235,780,195.41		13,351,517.33		38,917,772.84		13,351,517.33		274,697,968.25
28-May-13		226,975,794.70		13,351,517.33		36,716,672.67		16,689,396.66		263,692,467.37		225,098,981.54		13,351,517.33		36,247,469.38		13,351,517.33		261,346,450.92
29-Nov-13		213,624,277.37		13,351,517.33		33,378,793.34		16,689,396.66		247,003,070.71		213,624,277.37		13,351,517.33		33,378,793.34		14,343,380.21		247,003,070.71
28-May-14		200,272,760.04		13,351,517.33		30,040,914.01		16,689,396.66		230,313,674.05		200,272,760.04		13,351,517.33		30,040,914.01		16,689,396.66		230,313,674.05
28-Nov-14		186,921,242.71		13,351,517.33		26,703,034.68		16,689,396.66		213,624,277.39		186,921,242.71		13,351,517.33		26,703,034.68		16,689,396.66		213,624,277.39
28-May-15		173,569,725.38		13,351,517.33		23,365,155.35		16,689,396.66		196,934,880.73		173,569,725.38		13,351,517.33		23,365,155.35		16,689,396.66		196,934,880.73
30-Nov-15		160,218,208.05		13,351,517.33		20,027,276.02		16,689,396.66		180,245,484.07		160,218,208.05		13,351,517.33		20,027,276.02		16,689,396.66		180,245,484.07
31-May-16		146,866,690.72		13,351,517.33		16,689,396.69		16,689,396.66		163,556,087.41		146,866,690.72		13,351,517.33		16,689,396.69		16,689,396.66		163,556,087.41
28-May-16		133,515,173.39		13,351,517.33		13,351,517.36		16,689,396.66		146,866,690.75		133,515,173.39		13,351,517.33		13,351,517.36		16,689,396.66		146,866,690.75
30-May-17		120,163,656.06		13,351,517.33		10,013,638.03		16,689,396.66		130,177,294.09		120,163,656.06		13,351,517.33		10,013,638.03		16,689,396.66		130,177,294.09
28-Nov-17		106,812,138.73		13,351,517.33		6,675,758.70		16,689,396.66		113,487,897.43		106,812,138.73		13,351,517.33		6,675,758.70		16,689,396.66		113,487,897.43
29-May-18		93,460,621.40		13,351,517.33		3,337,879.37		16,689,396.66		96,798,500.77		93,460,621.40		13,351,517.33		3,337,879.37		16,689,396.66		96,798,500.77
28-Nov-18		—		93,460,621.40		—		96,798,500.77		—		—		93,460,621.40		—		96,798,500.77		—

Tranche B:


	Existing Schedule										Revised Schedule (after giving effect to USD100,000,000 prepayment)
	Ordinary Principal Amount		Originally Scheduled Reductions		Delayed Principal Amount		Revised Reductions		Revised Principal Amount		Ordinary Principal Amount		Originally Scheduled Reductions		Delayed Principal Amount		New Revised Reductions		Revised Principal Amount
	USD		USD		USD		USD		USD		USD		USD		USD		USD		USD
1-Apr-10		335,504,065.67		13,420,163.00		40,260,489.00		—		375,764,554.67		335,504,065.67		13,420,163.00		40,260,489.00		—		375,764,554.67
Amendment Prepayment		335,504,065.67		—		40,260,489.00		—		375,764,554.67		319,849,562.19				36,781,710.45		19,133,282.03		356,631,272.64
1-Oct-10		322,083,902.67		13,420,163.00		53,680,652.00		—		375,764,554.67		306,429,399.19		13,420,163.00		50,201,873.45		—		356,631,272.64
1-Apr-11		308,663,739.67		13,420,163.00		50,698,393.56		16,402,421.44		359,362,133.23		295,449,265.82		13,420,163.00		47,761,843.82		13,420,163.00		343,211,109.64
3-Oct-11		295,243,576.67		13,420,163.00		47,716,135.12		16,402,421.44		342,959,711.79		284,469,132.46		13,420,163.00		45,321,814.19		13,420,163.00		329,790,946.64
2-Apr-12		281,823,413.67		13,420,163.00		44,733,876.68		16,402,421.44		326,557,290.35		273,488,999.09		13,420,163.00		42,881,784.55		13,420,163.00		316,370,783.64
1-Oct-12		268,403,250.67		13,420,163.00		41,751,618.24		16,402,421.44		310,154,868.91		262,508,865.72		13,420,163.00		40,441,754.92		13,420,163.00		302,950,620.64
1-Apr-13		254,983,087.67		13,420,163.00		38,769,359.80		16,402,421.44		293,752,447.47		251,528,732.36		13,420,163.00		38,001,725.29		13,420,163.00		289,530,457.64
1-Oct-13		241,562,924.67		13,420,163.00		35,787,101.36		16,402,421.44		277,350,026.03		240,548,598.99		13,420,163.00		35,561,695.65		13,420,163.00		276,110,294.64
1-Apr-14		228,142,761.67		13,420,163.00		32,804,842.92		16,402,421.44		260,947,604.59		228,142,761.67		13,420,163.00		32,804,842.92		15,162,690.05		260,947,604.59
1-Oct-14		214,722,598.67		13,420,163.00		29,822,584.48		16,402,421.44		244,545,183.15		214,722,598.67		13,420,163.00		29,822,584.48		16,402,421.44		244,545,183.15
1-Apr-15		201,302,435.67		13,420,163.00		26,840,326.04		16,402,421.44		228,142,761.71		201,302,435.67		13,420,163.00		26,840,326.04		16,402,421.44		228,142,761.71
1-Oct-15		187,882,272.67		13,420,163.00		23,858,067.60		16,402,421.44		211,740,340.27		187,882,272.67		13,420,163.00		23,858,067.60		16,402,421.44		211,740,340.27
1-Apr-16		174,462,109.67		13,420,163.00		20,875,809.16		16,402,421.44		195,337,918.83		174,462,109.67		13,420,163.00		20,875,809.16		16,402,421.44		195,337,918.83
3-Oct-16		161,041,946.67		13,420,163.00		17,893,550.72		16,402,421.44		178,935,497.39		161,041,946.67		13,420,163.00		17,893,550.72		16,402,421.44		178,935,497.39
3-Apr-17		147,621,783.67		13,420,163.00		14,911,292.28		16,402,421.44		162,533,075.95		147,621,783.67		13,420,163.00		14,911,292.28		16,402,421.44		162,533,075.95
2-Oct-17		134,201,620.67		13,420,163.00		11,929,033.84		16,402,421.44		146,130,654.51		134,201,620.67		13,420,163.00		11,929,033.84		16,402,421.44		146,130,654.51
2-Apr-18		120,781,457.67		13,420,163.00		8,946,775.40		16,402,421.44		129,728,233.07		120,781,457.67		13,420,163.00		8,946,775.40		16,402,421.44		129,728,233.07
1-Oct-18		107,361,294.67		13,420,163.00		5,964,516.96		16,402,421.44		113,325,811.63		107,361,294.67		13,420,163.00		5,964,516.96		16,402,421.44		113,325,811.63
1-Apr-19		93,941,131.67		13,420,163.00		2,982,258.52		16,402,421.44		96,923,390.19		93,941,131.67		13,420,163.00		2,982,258.52		16,402,421.44		96,923,390.19
1-Oct-19		—		93,941,131.67		—		96,923,390.19		—		—		93,941,131.67		—		96,923,390.19		—

Exhibit 10.41

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

DATED 9 JUNE 2010

NORWEGIAN EPIC, LTD.

(formerly known as

F3 TWO, LTD.)

(as borrower)

NCL CORPORATION LTD.

(as guarantor)

THE SEVERAL BANKS

(particulars of which are set out in Schedule 1)

(as lenders)

BNP PARIBAS

Paris

(as agent)

FOURTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)

LOAN AGREEMENT

dated 22 September 2006

for the amount of up to EUR662,905,320

post delivery finance for

a passenger cruise vessel having hull no. D33

at the yard of Aker Yards S.A. (now known as STX France S.A.)






[]**

CONTENTS


		Page

1	Definitions and Construction	1

2	Amendment and/or Restatement of Original Loan Agreement and Other Security Documents	2

3	Conditions Precedent and Subsequent	3

4	Representations and Warranties	5

5	Expenses	6

6	Further Assurance	6

7	Counterparts	6

8	Notices	7

9	Governing Law	7

10	Jurisdiction	7

Schedule 1	The Agent and the Lenders	11

Schedule 2	Loan Agreement	12

FOURTH SUPPLEMENTAL DEED

DATED 9 June 2010

BETWEEN:

(1)	NORWEGIAN EPIC, LTD. (formerly known as F3 Two, Ltd.), a company incorporated in and existing under the laws of Bermuda with registration number EC38768 and with its registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as borrower (the “ Borrower ”);

(2)	NCL CORPORATION LTD. , a company incorporated under the laws of Bermuda and having its registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as guarantor (the “ Guarantor ”);

(3)	THE SEVERAL BANKS particulars of which are set out in Schedule 1 as lenders (collectively the “Lenders” and each individually a “ Lender ”); and

(4)	BNP PARIBAS , Paris as agent for the lenders (the “ Agent ”).

WHEREAS:

(A)

By a loan agreement dated 22 September 2006 as amended and restated by a first supplemental deed thereto dated 21 December 2007 and as further amended and restated by a third supplemental deed thereto dated 2 April 2009 entered into between (among others) the Borrower as borrower, the Lenders as lenders and the Agent as agent for (among others) the Lenders (the “ Original Loan Agreement ”), the Lenders granted to the Borrower a secured loan in the maximum amount of six hundred and sixty two million nine hundred and five thousand three hundred and twenty euro (EUR662,905,320) (the “ Loan ”) for the purpose of enabling the Borrower to finance (among other things) the construction of the Vessel (as such term is defined in the Original Loan Agreement) on the terms and conditions therein contained. The repayment of the Loan by the Borrower has been secured by a guarantee and indemnity dated 6 October 2006 as amended and restated by a first supplemental deed thereto dated 21 December 2007 and as further amended and restated by a third supplemental deed thereto dated 2 April 2009 granted by the Guarantor (the “ Original Guarantee ”).

(B)	The Borrower and the Guarantor have requested the consent of the Lenders and the Agent to the conversion of the Loan to Dollars at a floating rate of interest.

(C)	The consent of the Lenders and the Agent is given in respect of the above matter on the terms of this fourth supplement to the Original Loan Agreement (this “ Deed ”) which shall be executed as a deed.

NOW THIS DEED WITNESSES as follows:

1	Definitions and Construction

1.1

“ Loan Agreement ” means the Original Loan Agreement as amended and restated by this Deed and as set out in Schedule 2;

“ New Process Agent ” means EC3 Services Limited whose registered office is presently at 51 Eastcheap, London EC3M 1JP; and

“ Third Restatement Date ” means the date on which the conditions precedent set out in Clause 3.1 are fulfilled to the satisfaction of the Agent or waived by the Agent pursuant to Clause 3.3.

1.2

The provisions of clause 1.2 of the Loan Agreement shall apply hereto (mutatis mutandis).

2	Amendment and/or Restatement of Original Loan Agreement and Other Security Documents

2.1

Subject to Clause 3.1, the parties hereto agree that immediately upon and with effect from the Third Restatement Date the Original Loan Agreement shall be amended and restated to read in accordance with the amended and restated facility agreement as set out in Schedule 2 and (as so amended and restated) will continue to be binding upon each of the parties thereto in accordance with its terms as so amended and restated.

2.2

Each of the Borrower and the Guarantor hereby confirms to the Lenders and the Agent that with effect from the Third Restatement Date:

2.2.1

2.2.2

the Security Documents shall apply to, and extend to secure, the whole of the Outstanding Indebtedness as defined in clause 1.1 of the Loan Agreement, until it has been repaid or paid in full to the Lenders (or to the Agent on their behalf) and the Agent;

2.2.3

2.2.4

2.3

Except as expressly amended hereby or pursuant hereto the Original Loan Agreement, the Original Guarantee and the other Security Documents shall remain

in full force and effect and nothing herein contained shall relieve the Borrower, the Guarantor or any other Obligor from any of its respective obligations under any such documents.

3	Conditions Precedent and Subsequent

3.1

The amendment and restatement of the Original Loan Agreement provided for in Clause 2 is conditional upon and shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it:

3.1.1

on the date of this Deed:

(a)

one (1) counterpart of this Deed duly executed by the parties hereto;

(b)

a written confirmation from the New Process Agent that it will act for each of the Borrower and the Guarantor as agent for service of process in England in respect of this Deed;

(c)

the following corporate documents in respect of each of the Borrower and the Guarantor (together the “ Relevant Parties ”):

(i)

(ii)

notarially attested secretary’s certificate of each of the Relevant Parties:

(1)

(2)

giving the names of its present officers and directors;

(3)

(4)

giving the legal owner of its shares and the number of such shares held;

(5)

(6)

containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party;

or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(c)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and

(iii)

the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested;

3.1.2

receipt by the Agent of the amendment to the Coface Insurance Policy necessary to reflect the conversion of the Loan to Dollars at a floating rate of interest, together with confirmation of the Agent that the Coface Insurance Policy as amended is in full force and effect;

3.1.3

a Certified Copy of the letters of election dated 27 August 2009 and 24 May 2010 from the Builder to the Borrower and the Guarantor pursuant to which the Intended Delivery Date of the Vessel under the Building Contract is postponed to 17 June 2010;

3.1.4

evidence that all sums owing to the Agent and the Lenders pursuant to Clause 5 of this Deed have been received; and

3.1.5

agreement to the issue of such favourable written legal opinions including by Conyers Dill & Pearman in respect of Bermuda and Stephenson Harwood in respect of England in such form as the Agent may require relating to all aspects of the transactions contemplated hereby governed by any applicable law,

PROVIDED THAT no Event of Default has occurred and is continuing on the Third Restatement Date (subject to Clause 3.3).

3.2

The Borrower shall pay to each of the Lenders within three (3) Business Days of the execution of this Deed by the Agent and the Lenders a non-refundable fee of [*] in accordance with the amendment or waiver fee letter dated 1 April 2009 between the Agent, the Borrower and the Guarantor. Notwithstanding any provision of this Deed, the Original Loan Agreement or the Loan Agreement to the contrary, no Lender shall be required to share with the other Lenders and/or the Agent any such amendment fee received.

3.3

If the Agent in accordance with clause 20 of the Original Loan Agreement decides to permit the amendment and restatement of the Original Loan Agreement hereby

without having received all of the documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Third Restatement Date (or such other period as the Agent may stipulate) and the amendment and restatement of the Original Loan Agreement as aforesaid shall not be construed as a waiver of the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent or the Lenders any obligation to permit the amendment and restatement in the absence of such documents or evidence.

4	Representations and Warranties

4.1

Each of the Borrower and the Guarantor represents and warrants to the Lenders and the Agent that:

4.1.1

4.1.2

4.1.3

its entry into and performance of this Deed and the transactions and documents contemplated hereby do not and will not conflict with:

(a)

any law or regulation or any official or judicial order; or

(b)

its constitutional documents; or

(c)

any agreement or document to which it is a party or which is binding upon it or any of its assets,

4.1.4

4.1.5

4.1.6

it has fully disclosed in writing to the Agent all facts relating to its business which it knows or should reasonably know and which might reasonably be expected to influence the Lenders and/or the Agent in deciding whether or not to enter into this Deed.

5	Expenses

5.1

The Borrower and the Guarantor jointly and severally undertake to reimburse the Agent on demand on a full indemnity basis for all charges and expenses (together with value added tax or any similar tax thereon and including without limitation the fees and expenses of legal and other advisers) incurred by the Agent in respect of, or in connection with, the negotiation, preparation, printing, execution, registration and enforcement of this Deed and any other documents required in connection with the implementation of this Deed.

5.2

The Borrower and the Guarantor jointly and severally undertake to reimburse the Agent and the Lenders on demand of the Agent on a full indemnity basis for all charges and expenses (together with value added tax or any similar tax thereon and including without limitation the fees and expenses of legal advisers) incurred by the Agent and/or the Lenders in respect of this Deed or in connection with the enforcement of, or the preservation of any rights under, this Deed or any of the Security Documents. It is expressly agreed that all such charges and expenses incurred by the Agent or a Lender to determine the position should this Deed not be executed or become effective or should the Guarantor or any of its subsidiaries file for bankruptcy under the US Bankruptcy Code or similar legislation in any other applicable jurisdiction, shall be reimbursed on demand of the Agent on a full indemnity basis. Nothing in this Clause 5.2 shall prevent the Agent and the Lenders from obtaining advice (or an update of any previously obtained advice) after the Third Restatement Date in relation to the Borrower or any of its subsidiaries filing for bankruptcy under the US Bankruptcy Code or similar legislation in any other applicable jurisdiction if in connection with the enforcement of, or the preservation of any rights under, the Original Loan Agreement, the Loan Agreement and the other Security Documents, pursuant to clause 8.4 of the Loan Agreement.

6	Further Assurance

Each of the Borrower and the Guarantor will, from time to time on being required to do so by the Agent, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form satisfactory to the Agent as the Agent may reasonably consider necessary for giving full effect to this Deed or any of the documents contemplated hereby or securing to the Lenders and/or the Agent the full benefit of the rights, powers and remedies conferred upon the Lenders and/or the Agent in any such document.

7	Counterparts

This Deed may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement.

8	Notices

8.1

Any notice, demand or other communication (unless made by telefax) to be made or delivered to the Borrower and/or the Guarantor pursuant to this Deed shall (unless the Borrower or the Guarantor has by fifteen (15) days’ written notice to the Agent specified another address) be made or delivered to the Borrower and/or the Guarantor c/o 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked for the attention of the Chief Financial Officer and the Legal Department) (but one (1) copy shall suffice) with a copy to the Investors c/o Apollo Management, LP, 9 West 57 ^th Street, 43 ^rd Floor, New York, NY 10019, United States of America (marked for the attention of Mr Steven Martinez). Any notice, demand or other communication to be made or delivered by the Borrower or the Guarantor pursuant to this Deed shall (unless the Agent has by fifteen (15) days’ written notice to the Borrower and the Guarantor specified another address) be made or delivered to the Agent at ECEP/Export Finance, ACI: CHDESA1, 37 Place du Marché Saint-Honoré, 75031 Paris Cedex 01, France (marked for the attention of Mrs Dominique Laplasse (Team Head)/Mr Jean Philippe Poirier).

8.2

Any notice, demand or other communication to be made or delivered pursuant to this Deed may be sent by telefax to the relevant telephone numbers (which at the date hereof in respect of the Borrower and the Guarantor is +1 305 436 4140 (marked for the attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the attention of the Legal Department) with a copy to the Investors c/o Apollo Management, LP, fax number +1 212 515 3288 (marked for the attention of Mr Steven Martinez) and in respect of the Agent is +33 01 4316 8184/+33 01 4298 0029 (marked for the attention of Mrs Dominique Laplasse (Team Head)/Mr Jean Philippe Poirier)) specified by it from time to time for the purpose and shall be deemed to have been received when transmission of such telefax communication has been completed. Each such telefax communication, if made to the Agent by the Borrower or the Guarantor, shall be signed by the person or persons authorised in writing by the Borrower or the Guarantor (as the case may be) and whose signature appears on the list of specimen signatures contained in the secretary’s certificate required to be delivered by Clause 3 and shall be expressed to be for the attention of the department or officer whose name has been notified for the time being for that purpose by the Agent to the Borrower and the Guarantor.

8.3

Subject to Clause 8.2, the provisions of clause 27 of the Original Loan Agreement shall apply to this Deed.

9	Governing Law

This Deed and any non-contractual obligations arising from or in connection with it shall be governed by English law.

10	Jurisdiction

10.1

The courts of England have exclusive jurisdiction to settle any dispute:

10.1.1

arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed); or

10.1.2

relating to any non-contractual obligations arising from or in connection with this Deed,

This Clause 10.1 is for the benefit of the Agent and the Lenders only. As a result, no such party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, any such party may take concurrent proceedings in any number of jurisdictions.

10.2

Each of the Borrower and the Guarantor appoints in the case of the courts of England the New Process Agent to receive, for and on its behalf service of process in England of any legal proceedings with respect to this Deed.

10.3

Neither of the Borrower or the Guarantor may, without the Agent’s prior written consent, terminate the appointment of the New Process Agent; if the New Process Agent resigns or its appointment ceases to be effective, the Borrower and/or the Guarantor (as the case may be) shall within fourteen (14) days appoint a company which has premises in London and has been approved by the Agent to act as the Borrower’s and/or the Guarantor’s (as the case may be) process agent with unconditional authority to receive and acknowledge service on behalf of the Borrower and/or the Guarantor of all process or other documents connected with proceedings in the English courts which relate to this Deed.

10.4

For the purpose of securing its obligations under Clause 10.3, each of the Borrower and the Guarantor irrevocably agrees that, if it for any reason fails to appoint a process agent within the period specified in Clause 10.3, the Agent may appoint any person (including a company controlled by or associated with the Agent or any Lender) to act as the Borrower’s or the Guarantor’s (as the case may be) process agent in England with the unconditional authority described in Clause 10.3.

10.5

10.6

10.7

Nothing in this Clause shall exclude or limit any right which the Agent or the Lenders may have (whether under the laws of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.

10.8

In this Clause “judgment” includes order, injunction, declaration and any other decision or relief made or granted by a court.

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed on the day and year first before written.


SIGNED SEALED and DELIVERED as a DEED		)
By Kevin M. Sheehan		)
a Director, for and on behalf of		)/s/ Kevin M. Sheehan
NORWEGIAN EPIC, LTD. (formerly known as		)
F3 Two, Ltd.)		)
in the presence of: /s/ Daniel S. Farkas		)
Daniel S. Farkas
Senior Vice President, General Counsel
7665 Corporate Center Drive
Miami, FL 33126

SIGNED SEALED and DELIVERED as a DEED		)
By Walter Revell		)
a Director, for and on behalf of		)/s/ Walter Revell
NCL CORPORATION LTD.		)
in the presence of: /s/ Jared G. Silberhorn		)
Jared G. Silberhorn
7665 Corporate Center Drive
Miami, FL 33126

SIGNED SEALED and DELIVERED as a DEED		)
By Julie M. Clegg		)
for and on behalf of		)/s/ Julie M. Clegg
BNP PARIBAS		)
as a Lender and the Agent		)
in the presence of:		)
/s/ David Griffiths David Griffiths
One St. Paul’s Churchyard
London
EC4M 8SH

SIGNED SEALED and DELIVERED as a DEED		)
By Julie M. Clegg		)
for and on behalf of		)/s/ Julie M. Clegg
CREDIT AGRICOLE CORPORATE		)
& INVESTMENT BANK		)
in the presence of:		)
/s/ David Griffiths
As Above

SIGNED SEALED and DELIVERED as a DEED		)
By Julie M. Clegg		)
for and on behalf of		)/s/ Julie M. Clegg
HSBC FRANCE		)
in the presence of:		)
/s/ David Griffiths
As Above


SIGNED SEALED and DELIVERED as a DEED		)
By Julie M. Clegg		)
for and on behalf of		)/s/ Julie M. Clegg
SOCIETE GENERALE		)
in the presence of:		)
/s/ David Griffiths
As Above

Schedule 1

The Agent and the Lenders


Name	Registered Address	Registered Number with the Registry of Trade and Companies

BNP PARIBAS (as a Lender and the Agent)	16 boulevard des Italiens, 75009 Paris, France	662 042 449 (RCS Paris)

CREDIT AGRICOLE CORPORATE & INVESTMENT BANK (formerly known as Calyon)	9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France	304 187 701 (RCS Nanterre)

HSBC FRANCE	103 avenue des Champs Elysées, 75419 Paris, Cedex 08, France	775 670 284 (RCS Paris)

SOCIETE GENERALE	29 boulevard Haussmann, 75009 Paris, France	552 120 222 (RCS Paris)

each a French société anonyme

Schedule 2

Loan Agreement


		LIMITED LIABILITY PARTNERSHIP

DATED 22 SEPTEMBER 2006

F3 TWO, LTD.

as Borrower

BNP PARIBAS

as Agent

BNP PARIBAS, CALYON, HSBC FRANCE AND SOCIETE GENERALE

as Mandated Lead Arrangers and Lenders

LOAN AGREEMENT

Hull No. D33

Equivalent Amount in United States Dollars of

EUR662,905,320

AS AMENDED AND RESTATED ON

2010

CONTENTS


Clause		Page

1.	Definitions and Construction		17

2.	Availability of the Loan		30

3.	Drawing		30

4.	Repayment of Loan and Payment of Interest		37

5.	Claims or Defences may not be opposed to the Lenders		39

6.	Coface Premium		39

7.	Fees		40

8.	Taxes, Increased Costs, Costs and Related Charges		40

9.	Representations and Warranties		43

10.	Undertakings		48

11.	Prepayment		62

12.	Interest on Late Payments		63

13.	Acceleration – Events of Default		63

14.	Mandatory Prepayment		68

15.	Currency of Payment		69

16.	Security		69

17.	Application of Sums Received		69

18.	Changes to the Lenders		70

19.	Changes to the Obligors		73

20.	Role of the Agent and the Mandated Lead Arrangers		73

21.	Conduct of Business by the Finance Parties		78

22.	Sharing among the Finance Parties		80

23.	Payment Mechanics		81

24.	Governing Law		82

25.	Enforcement		82

26.	Appendices		82

27.	Notices		82

28.	Miscellaneous		83

29.	Coming into Force		83

30.	Steering Committee		84

APPENDIX I	DOCUMENTS TO BE PRODUCED BY THE BUILDER TO BNP PARIBAS AS AGENT		88


APPENDIX II	THE ORIGINAL LENDERS AND THE MANDATED LEAD ARRANGERS	89

APPENDIX III	FORM OF TRANSFER CERTIFICATE	90

APPENDIX IV	FORM OF DRAWDOWN NOTICE	91

APPENDIX V	APOLLO-RELATED TRANSACTIONS	92

	Schedule 1 Accumulated Book Depreciation	102

APPENDIX VI	CALCULATION OF MANDATORY COST	103

APPENDIX VII	SPECIMEN REPAYMENT SCHEDULE (for illustrative purposes only)	105

THIS LOAN AGREEMENT (the “Agreement” ) is entered into this 22 day of September 2006 (as amended and restated on 2010)

BETWEEN :

(1)	F3 TWO, LTD., a company incorporated in and existing under the laws of Bermuda with registration number EC38768 and with its registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda (the “Borrower” );

(2)	THE SEVERAL BANKS , particulars of which are set out in Appendix II as lenders (the “Original Lenders” );

(3)	THE SEVERAL BANKS , particulars of which are set out in Appendix II as mandated lead arrangers (the “Mandated Lead Arrangers” ); and

(4)	BNP PARIBAS as agent for the lenders (the “Agent” ).

WHEREAS :

(A)

A shipbuilding contract was signed as of 7 September 2006 and amended by an agreement dated 16 December 2008, a letter of agreement dated 30 January 2009 and letters of election dated 27 August 2009 and 24 May 2010 (the “Building Contract” ) between (among others) the Borrower and Aker Yards S.A. (now known as STX France S.A.) (the “Builder” ) for the design, construction and delivery of a two thousand one hundred (2,100) passenger cabin cruise vessel having hull no. D33, specification hull no. PB6847 [.07 rev A] dated 7 September 2006, to be ready for delivery on 17 June 2010 (as at the date of the Fourth Supplemental Deed) (the “Vessel” ).

(B)

The contract price of the Vessel is seven hundred and thirty five million euro (EUR735,000,000) (subject to adjustment in accordance with the terms of the Building Contract) (the “Contract Price” ), payable at the times and in the manner specified in the Building Contract. The terms of payment of the Contract Price are as follows:

(i)

[**] payable within three (3) Working Days (as defined in the Building Contract) after the Effective Date (as defined in the Building Contract);

(ii)

[**] payable on first steel cutting but not before [**];

(iii)

[**] payable on completion of keel laying but not before [**];

(iv)

[**] payable on the date the Vessel is launched into the water at the yard of the Builder but not before [**]; and

(v)

the remainder payable upon delivery and acceptance of the Vessel.

(C)	The Contract Price may be increased or decreased from time to time with respect to certain modifications to the Building Contract, the plans or the specification (the “Change Orders” ).

(D)	The Lenders agree to make available to the Borrower a loan facility on the terms and conditions set out herein for the purpose of assisting the Borrower to finance part of the Contract Price (including the amount of the Change Orders) and the related Coface Premium.

NOW THEREFORE , it is agreed as follows:

1.	DEFINITIONS AND CONSTRUCTION

Definitions

In this Agreement (including the Recitals) and the Appendices (all of which form an integral part of this Agreement) the following expressions shall have the meanings set out opposite them below.

“Affiliate” means, with respect to any person, any other person controlling, controlled by or under common control with, such person and for purposes of this definition, “control” (including, with correlative meanings, the terms “controlling” , “controlled by” and “under common control with” ), as applied to any person, means the possession, directly or indirectly, of the power to vote ten per cent. (10%) or more of the securities having voting power for the election of directors of such person, or otherwise to direct or cause the direction of the management and policies of that person, whether through the ownership of voting securities or by contract of otherwise.

“Amendment Document” means, in respect of a Group Credit Facility other than the Loan, the supplemental deed to the facility agreement and, if applicable, the guarantee of the Guarantor of even date with the Third Supplemental Deed.

“Amendment Fee Letter” means the fee letter dated 1 April 2009 between the Agent, the Borrower and the Guarantor applicable to any request by the Borrower for an amendment to or waiver of a provision of a Security Document made prior to ninety (90) days before the Intended Delivery Date.

“Annex VI” means Annex VI (Regulations for the Prevention of Air Pollution from Ships) to the International Convention for the Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997).

“Apollo” means the Fund and any Fund Affiliate.

“Apollo-Related Transactions” means the transactions described in Appendix V.

“Apollo Transaction Documents” means the Subscription Agreement, the Shareholders’ Agreement and the Reimbursement Agreement.

“Assignment of Earnings” means an assignment to be entered into between the Borrower and the Finance Parties and to be in the agreed form.

“Assignment of Insurances” means an assignment to be entered into between the Borrower, the Manager, if applicable, and the Finance Parties and to be in the agreed form.

“Assignment of Management Agreement” means an assignment to be entered into between the Borrower and the Finance Parties and to be in the agreed form.

“Assignment of Warranty Rights” means an assignment to be entered into between the Borrower and the Finance Parties with respect to the Borrower’s rights under the post-delivery warranty given by the Builder under the Building Contract.

“Availability Termination Date” means the date falling [**] (being the period stipulated in article 9, clause 2.1(i)(b) of the Building Contract) after [**].

“Building Contract” means that certain contract entered into between the Borrower and the Builder dated as of 7 September 2006, as from time to time amended, in respect of the design, construction and delivery of the Vessel.

“Builder” means STX France S.A. (formerly known as Aker Yards S.A. and STX France Cruise S.A.), a company incorporated in France and having its principal office at Avenue Bourdelle - B.P. 90180, 44613 Saint-Nazaire Cedex, France, Republic of France.

“Business Day” means a full day on which commercial banks are open for business and dealing in deposits in New York, Paris and London.

“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.

“Change Order Amount” means the cost of the Change Orders.

“Change Orders” means those certain change orders to the specifications of the Vessel as may be agreed to from time to time by the Borrower and the Builder, the net cost of which is payable at delivery.

“Coface” means Compagnie Française d’Assurance pour le Commerce Extérieur a French société anonyme with its registered office at 12 Cours Michelet, La Défense, 92800 Puteaux, France, registered with the Registry of Commerce and Companies of Nanterre under number 552 069 791.

“Coface Insurance Policy” means the insurance policy in respect of this Agreement to be issued by Coface for the benefit of the Lenders, in form and substance satisfactory to the Agent and the Lenders.

“Coface Premium” means the amount payable by the Borrower to Coface through the Agent on the Delivery Date in respect of the Coface Insurance Policy which shall be [**] of the Total Financed Contract Price.

“Commitment” means:

in relation to an Original Lender, [**] of the Maximum Loan Amount and the amount of any other Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

to the extent not increased, cancelled, reduced or transferred by it under this Agreement.

“Compulsory Acquisition” means requisition for title or other compulsory acquisition of the Vessel including her capture, seizure, detention or confiscation or expropriation but excluding any requisition for hire by or on behalf of any government or governmental authority or agency or by any persons acting or purporting to act on behalf of any such government or governmental authority or agency.

“Contract Price” means the total price payable by the Borrower to the Builder for the Vessel in accordance with the Building Contract being, as at the date of the Building Contract, seven hundred and thirty five million euro (EUR735,000,000).

“Credit Card Processor Security Documents” means:

(a)

any ship mortgage and, if applicable, deed of covenants collateral thereto to be granted over a vessel in the Group Fleet (other than the Hermes Vessels and the Vessel) and the assignment(s) of the earnings and insurances of such vessel ranking junior in priority to any ship mortgage and, if applicable, deed of covenants collateral thereto, assignment and other applicable security document granted as security for the repayment of one or more of the Group Credit Facilities; and

(b)

any guarantee by the applicable shipowner (fully subordinated to any guarantees supporting the Group Credit Facilities),

in each case in favour of one or more providers of credit card processing services to the Group.

“Delivery Date” means the date and time stated in the Protocol of Delivery and Acceptance.

“Document of Compliance” means a document issued to the Vessel’s operator as evidence of its compliance with the requirements of the ISM Code.

“Dollar” and “USD” mean the lawful currency of the United States of America.

“Drawdown Date” means the date on which the Loan is drawn down and applied in accordance with Clause 2.

“Drawdown Notice” means the drawdown notice and certificate duly executed by the Borrower substantially in the form of Appendix IV.

“Earnings” means, in respect of the Vessel, (whether earned or to be earned) any and all freights, hire, fares and passage monies, proceeds of requisition (other than proceeds of Compulsory Acquisition), rebates and commissions, all earnings deriving from contracts of employment, demurrage, charterparties, contracts of affreightment, pooling agreements and joint ventures, compensation, remuneration for salvage and towage services, damages howsoever arising and detention monies, damages for breach of any charterparty or other contract for the employment of the Vessel, any amounts payable in consideration of the termination or variation of any charterparty or other such contract and any other earnings whatsoever due or to become due to the Borrower.

“Encumbrance” means any mortgage, charge, pledge, lien, assignment, hypothecation, title retention, preferential right or trust arrangement or any other security agreement or arrangement.

“Equivalent Amount” means the Dollar equivalent of the total of the euro amounts referred to in Clause 2.1 or such lesser amounts as are referred to in the Drawdown Notice, determined at the Exchange Rate.

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

“Euro Reference Banks” means BNP Paribas, Deutsche Bank AG and KfW IPEX-Bank GmbH.

“Event of Default” means any one of the events specified in Clause 13.2.

“Exchange Rate” means the exchange rate determined by the Swap Agent and notified to the Agent as being the Reuters Page ECB37 rate at or about 2.30 p.m. Central European Time two (2) Business Days before the Drawdown Date plus nought point nought five per cent. (0.05%).

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

“Financed Contract Price” means the lesser of five hundred and eighty eight million euro (EUR588,000,000) and eighty per cent. (80%) of the Contract Price less the Change Order Amount.

“Financed Change Order Amount” means the lesser of fifty eight million eight hundred thousand euro (EUR58,800,000) and eighty per cent. (80%) of the Change Order Amount.

“Finance Party” means the Agent, a Mandated Lead Arranger or a Lender and its successors in title, permitted assignees and permitted transferees.

“Financial Indebtedness” means any obligation for the payment or repayment of money, whether as principal or as surety and whether present or future, actual or contingent.

“First Supplemental Deed” means the first supplemental deed dated 21 December 2007 to this Agreement.

“Fourth Supplemental Deed” means the fourth supplemental deed dated 2010 to this Agreement.

“French Authorities” means the Direction Générale du Trésor et de la Politique Economique of the French Ministry of Economy and Finance, any successors thereto, or any other authority in or of the French Republic having jurisdiction over and responsibility for the provision, management or regulation of the terms, conditions and issuance of export credits in or for the French Republic including (inter alia) such entities to whom authority in respect of extension or administration of export financing matters have been delegated, such as Coface.

“Fund” means Apollo Management VI, LP a Delaware limited partnership with its principal place of business at 9 West 57 ^th Street, 43 ^rd Floor, New York, NY 10019, United States of America and other affiliated co-investment partnerships.

“Fund Affiliate” means the Investors and (a) each other Affiliate (as defined in Appendix V) of the Fund that is neither a “portfolio company” (which means a company actively engaged in providing goods to unaffiliated customers), whether or not controlled, nor a company controlled by a portfolio company and (b) any individual who is a partner or employee of Apollo Management, LP, Apollo Management IV, LP or Apollo Management V, LP.

“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.

“Group” means the Guarantor and its Subsidiaries.

“Group Fleet” means the vessels owned by the companies in the Group and being at the Third Restatement Date:

“NORWEGIAN SPIRIT” owned by Norwegian Spirit, Ltd.

“NORWEGIAN STAR” owned by Norwegian Star Limited

“NORWEGIAN PEARL” owned by Norwegian Pearl, Ltd.

“NORWEGIAN GEM” owned by Norwegian Gem, Ltd.

“NORWEGIAN SUN” owned by Norwegian Sun Limited

“NORWEGIAN DAWN” owned by Norwegian Dawn Limited

“NORWEGIAN JEWEL” owned by Norwegian Jewel Limited

“NORWEGIAN JADE” (ex “PRIDE OF HAWAII”) owned by Pride of Hawaii, LLC

“PRIDE OF AMERICA” owned by Pride of America Ship Holding, LLC

“Group Credit Facilities” means at the Third Restatement Date the EUR624,000,000 facility made to the Guarantor pursuant to a facility agreement dated 7 October 2005 (as amended and/or restated from time to time), the EUR308,130,000 facility made to Pride of Hawaii, LLC pursuant to a facility agreement dated 20 April 2004 (as amended and/or restated from time to time), the USD334,050,000 facility made to Norwegian Jewel Limited pursuant to a facility agreement dated 20 April 2004 (as amended and/or restated from time to time), the EUR258,000,000 facility made to Pride of America Ship Holding, LLC pursuant to a facility agreement dated 4 April 2003 (as amended and/or restated from time to time), the EUR40,000,000 facility made to Pride of America Ship Holding, LLC pursuant to a facility agreement dated 4 April 2003 (as amended and/or restated from time to time) and the Loan.

“Group-Wide Lenders” means the lenders of the Group Credit Facilities.

“Guarantee” means the guarantee of the obligations of the Borrower under this Agreement to be signed by the Guarantor and to be in the agreed form.

“Guaranteed Loan Lenders” means the lenders of the EUR308,130,000 facility made to Pride of Hawaii, LLC pursuant to a facility agreement dated 20 April 2004 (as amended and/or restated from time to time), the USD334,050,000 facility made to Norwegian Jewel Limited pursuant to a facility agreement dated 20 April 2004 (as amended and/or restated from time to time), the EUR258,000,000 facility made to Pride of America Ship Holding, LLC pursuant to a facility agreement dated 4 April 2003 (as amended and/or restated from time to time) and the EUR40,000,000 facility made to Pride of America Ship Holding, LLC pursuant to a facility agreement dated 4 April 2003 (as amended and/or restated from time to time).

“Guarantor” means NCL Corporation Ltd., a company incorporated in and existing under the laws of Bermuda with registration number EC34678 and with its registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda.

“Hermes Vessel Owner Second Guarantees” means the three (3) joint and several guarantees one (1) to be executed by each of the owners of the Hermes Vessels in favour of the Restructuring Trustee as trustee for the Guaranteed Loan Lenders.

“Hermes Vessel Owner Third Guarantees” means the three (3) joint and several guarantees one (1) to be executed by each of the owners of the Hermes Vessels in favour of the Restructuring Trustee as trustee for the Non-Guaranteed Loan Lenders.

“Hermes Vessels” means “NORWEGIAN JEWEL” owned by Norwegian Jewel Limited, “NORWEGIAN JADE” owned by Pride of Hawaii, LLC and “PRIDE OF AMERICA” owned by Pride of America Ship Holding, LLC.

“IAPPC” means a valid international air pollution prevention certificate for the Vessel issued under Annex VI.

“Insurances” means all policies and contracts of insurance and entries of the Vessel in a protection and indemnity or war risks association which are effected in respect of the Vessel, her freights, disbursements, profits or otherwise and all benefits, including all claims and returns of premiums thereunder and shall also include all compensation payable by virtue of Compulsory Acquisition.

“Intended Delivery Date” means 17 June 2010 (the date on which the Vessel will be ready for delivery pursuant to the Building Contract as at the date of the Fourth Supplemental Deed) or any other date notified by the Borrower to the Agent in accordance with Clause 27 as being the date on which the Vessel will be ready for delivery pursuant to the Building Contract.

“Interest Period” means any of the periods of six (6) months the first of which shall start on the Drawdown Date or, if the Loan is already made, on the last day of the preceding six (6) month period and end on the date which numerically corresponds to the Drawdown Date, or the last day of the preceding six (6) month period, in the relevant calendar month except that, if there is no numerically corresponding date in that calendar month, the six (6) month period shall end on the last Business Day in that month.

“Investor I” means NCL Investment Ltd. a company organised and existing under the laws of Bermuda with its registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

“Investor II” means NCL Investment II Ltd. a company organised and existing under the laws of the Cayman Islands with its registered office at c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands, British West Indies.

“Investors” means Investor I and Investor II.

“ISM Code” means the International Management Code for the Safe Operation of Ships and for Pollution Prevention adopted by the International Maritime Organisation.

“ISPS Code” means the International Ship and Port Facility Security Code adopted by the International Maritime Organisation.

“Lender” means:

(a)

any Original Lender; and

(b)

any bank or financial institution which has become a Party in accordance with Clause 18,

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“Letter of Credit Facilities” means letter of credit facilities entered into from time to time in the amount of in aggregate up to [**] to be obtained by the Guarantor which facilities will be used to provide credit support in respect of the Guarantor’s credit card processing arrangements.

“Letter of Credit Facilities Security Documents” means:

(a)

(b)

any guarantee by the applicable shipowner (fully subordinated to any guarantees supporting the Group Credit Facilities),

in each case in favour of the provider of a Letter of Credit Facility.

“LIBOR” means with respect to any Interest Period the rate of interest (expressed as an annual rate) determined by the Agent to be:

(a)

the offered rate for deposits in Dollars for a period equivalent to such Interest Period which appears on the Reuters BBA Page LIBOR 01 at or about 11.00 a.m. London time on the Quotation Date; or

(b)

if no rate is provided for the respective Interest Period on the Reuters BBA Page LIBOR 01, the interpolated rate per annum for deposits in Dollars in an amount approximately equal to the Loan as calculated by the Agent, such interpolated rate to be based on the Reuters BBA Page LIBOR 01 provided that LIBOR for periods of less than one (1) week will be ascertained under sub-section (c) below;

or (if Reuters BBA Page LIBOR 01 is discontinued or if the Agent is unable to make the said determination due to technical breakdown in the relevant system or the Interest Period is less than one (1) week)

(c)

the arithmetic mean (rounded upwards, if necessary, to five (5) decimal places) of the rates per annum notified to the Agent by each of the Reference Banks as the rate at which deposits in Dollars in an amount approximately equal to the Loan are offered to such Reference Bank by leading banks in the London Interbank market at such Reference Bank’s request at or about 11.00 a.m. London time on the Quotation Date for a period equal to the Interest Period and for delivery on the first Business Day thereof.

“Loan” means the Equivalent Amount of the aggregate of the amount of (a) the Total Financed Contract Price paid to the Builder pursuant to Clause 2.1.1 and (b) the amount in euro of the Coface Premium reimbursed to the Agent pursuant to Clause 2.1.2, as such amount may be increased or decreased pursuant to the terms of this Agreement or (as the context may require) the amount thereof for the time being drawn down and outstanding hereunder.

“Majority Group-Wide Lenders” means Group-Wide Lenders the aggregate of whose contributions and commitments to the Group Credit Facilities exceed fifty per cent. (50%) of the aggregate total of the contributions and commitments of all the Group-Wide Lenders.

“Mandatory Cost” means the percentage rate per annum calculated by the Agent in accordance with Appendix VI.

“Management Agreement” means the management agreement entered or to be entered into between the Borrower and the Manager with respect to the Vessel.

“Manager” means NCL (Bahamas) Ltd., a company incorporated in and existing under the laws of Bermuda with registration number EC34680 and with its registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda.

“Margin” means at all times during the twelve (12) month period commencing on the Drawdown Date [**] at all times thereafter.

“Maritime Registry” means the Bahamas maritime registry or such other registry as the Lenders may in their discretion agree.

“Maximum Loan Amount” means the Equivalent Amount of the amount of six hundred and sixty two million nine hundred and five thousand three hundred and twenty euro (EUR662,905,320).

“Mortgage” means the first priority mortgage and deed of covenants collateral thereto over the Vessel in favour of the Finance Parties, to be granted as provided for in Clause 16 and to be in the agreed form.

“NCL America Holdings” means NCL America Holdings, LLC of Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America.

“NCL International” means NCL International, Ltd. of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda.

“Non-Guaranteed Loan Lenders” means the lenders of the EUR624,000,000 facility made to the Guarantor pursuant to a facility agreement dated 7 October 2005 (as amended and/or restated from time to time).

“Obligors” means the Borrower, the Guarantor and the Manager.

“Overnight LIBOR” means, on any date, the London Interbank offered rate, being the day to day rate at which Dollars are offered to prime banks in the London Interbank market and published by the British Bankers’ Association at or about 11.00 a.m. London time on Reuters BBA Page LIBOR 01.

“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.

“Permitted Indebtedness” means:

(i)

any monies borrowed or raised other than from any direct or indirect shareholder of the Guarantor prior to the date on which the last of the Third Supplemental Deed and the Amendment Documents have been signed by all the parties thereto and notified by the Guarantor to the Agent prior to such date;

(ii)

the Letter of Credit Facilities; and

(iii)

Permitted Refinancing Indebtedness.

“Permitted Liens” means:

(a)

any Encumbrance created by or pursuant to the Security Documents; and

(b)

liens on the Vessel up to an aggregate amount at any time not exceeding ten million Dollars (USD10,000,000) for current crew’s wages and salvage and liens incurred in the ordinary course of trading the Vessel; and

in the case of the Manager in respect of paragraph (d) only and in the case of the Guarantor:

(c)

any deposits or pledges to secure the performance of bids, tenders, bonds or contracts;

(d)

(x) any other Encumbrance notified by any of the Obligors to the Agent prior to the date on which the Third Supplemental Deed and the Amendment Documents have been signed by all the parties thereto (y) any Encumbrance created by or pursuant to (i) the Letter of Credit Facilities Security Documents (ii) the Credit Card Processor Security Documents (iii) the Hermes Vessel Owner Second Guarantees (iv) the Second Mortgages (v) the Second Assignments (vi) the Hermes Vessel Owner Third Guarantees (vii) the Third Mortgages and (viii) the Third Assignments and (z) any other Encumbrance created over a vessel in the Group Fleet (other than a Hermes Vessel or the Vessel) or its related assets in favour of any party approved by the Agent (acting on the instructions of the Lenders).

(e)

subject to clause 10.6 of the Guarantee, any Encumbrances 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;

(f)

liens on assets leased, acquired or upgraded after the date hereof or assets newly constructed or converted after the date hereof provided that (i) such liens secure Financial Indebtedness otherwise permitted under this Agreement (ii) such liens are incurred within one (1) year following 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;

(g)

statutory and other similar liens arising in the ordinary course of business 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;

(h)

subject to Clause 13.2.9, liens arising out of the existence of judgments or awards in respect of the Guarantor or any of its Subsidiaries; and

(i)

any deposits, liens or other Encumbrances 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,

provided that the aggregate amount of all cash and the fair market value of all other property subject to such liens as are described in paragraphs (f) to (h) above does not exceed twenty five million Dollars (USD25,000,000) and provided further that any such lien as is described in paragraphs (f) to (h) above does not imperil the security created by any of the Security Documents and/or affect the ability of any Obligor duly to perform any of its obligations under any Security Document to which it is or may be a party at any time, in each case in the opinion of the Agent.

“Permitted Refinancing Indebtedness” means any monies borrowed or raised at arm’s length on usual terms and other than from any direct or indirect shareholder of the Guarantor which are used to refinance the whole or part of any Permitted Indebtedness including any Permitted Refinancing Indebtedness. Any such monies borrowed or raised in excess of the amount required to refinance any Permitted Indebtedness including any Permitted Refinancing Indebtedness shall constitute Special Liquidity Sources and be applied in accordance with clause 12 of the Guarantee.

“Process Agent” means, in respect of any Security Documents executed prior to the date of the second supplemental deed to this Agreement dated 24 April 2008, Clifford Chance Secretaries Limited whose registered office is presently at 10 Upper Bank Street, London E14 5JJ and, thereafter, EC3 Services Limited whose registered office is presently at 51 Eastcheap, London EC3M 1JP or any other person in England nominated by the Borrower or any other Obligor and approved by the Agent as agent to accept service of legal proceedings on their behalf under any of the Security Documents.

“Protocol of Delivery and Acceptance” means the protocol of delivery and acceptance of the Vessel to be signed by the Borrower and the Builder in accordance with article 7, clause 1.3(i) of the Building Contract.

“Quotation Date” means, the day falling two (2) Business Days before the first day of any Interest Period.

“Reference Banks” means Banco Santander, S.A., BNP Paribas and Deutsche Bank AG.

“Reimbursement Agreement” means the reimbursement and distribution agreement dated 17 August 2007, by and among Investor I, Star and the Guarantor.

“Reuters BBA Page LIBOR 01” means the display currently designated as Reuters BBA Page LIBOR 01, which includes London Interbank Offered Rates of four (4) major banks, which are members of the International Swaps and Derivatives Association, Inc. or such other service as may be nominated by the British Bankers’ Association as the information vendor for displaying the London Interbank Offered Rates of major banks in the London Interbank market.

“Reuters Page ECB37” means:

(a)

the display currently designated as Reuters Page ECB37 which includes the official interbank exchange rate for euro in Dollars as determined by the European Central Bank, expressed in Dollars; or

(b)

if no rate is provided on the Reuters Page ECB37 but is published on another screen page, then the exchange rate shall be the official interbank exchange rate for euro in Dollars as published on such other page (the “Successor Page” );

or (if Reuters Page ECB37 and the Successor Page are discontinued or if the Swap Agent is unable to make the said determination due to technical breakdown in the relevant system)

(c)

the arithmetic mean (rounded upwards, if necessary, to five (5) decimal places) of the rates notified to the Swap Agent by each of the Euro Reference Banks as the euro/Dollar spot offered exchange rate quotations as of 2.45 p.m. Central European Time on the relevant Business Day.

“Restructuring Trustee” means [**] as trustee for (directly or indirectly) (among others) the Guaranteed Loan Lenders and the Non-Guaranteed Loan Lenders.

“Safety Management Certificate” means a document issued to the Vessel as evidence that the Vessel’s operator and its shipboard management operate in accordance with an approved Safety Management System.

“Safety Management System” means a structured and documented system enabling the personnel of the Vessel’s operator to implement effectively the safety and environmental protection policy of that Vessel operator.

“Second Assignments” means the three (3) valid and effective second legal assignments of the earnings and insurances of the Hermes Vessels (together with the notices thereof) one (1) to be executed by each of the owners of the Hermes Vessels in respect of its Hermes Vessel and the one (1) valid and effective second priority subordination and assignment to be executed by the Manager (as bareboat charterer) in respect of m.v. “NORWEGIAN JADE” in each case in favour of the Restructuring Trustee as trustee for the Guaranteed Loan Lenders.

“Second Mortgages” means the two (2) second priority statutory Bahamian ship mortgages and deeds of covenants collateral thereto and the one (1) second preferred US ship mortgage one (1) to be granted by respectively each of the owners of the Hermes Vessels over its Hermes Vessel in favour of the Restructuring Trustee as trustee for the Guaranteed Loan Lenders.

“Second Restatement Date” has the meaning set out in the Third Supplemental Deed.

“Security Documents” means this Agreement which includes any supplemental agreement or deed hereto, the Guarantee, the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings, the Assignment of Management Agreement and all such other documents as may be executed at any time in favour of the Finance Parties or any of them as security for the obligations of the Borrower and the other Obligors whether executed pursuant to the express provisions of this Agreement or otherwise howsoever.

“Security Period” means the period beginning on the Drawdown Date and ending on the date on which the amounts outstanding under this Agreement and under each of the other Security Documents are finally paid or repaid in full.

“Shareholders’ Agreement” means the shareholders’ agreement dated 17 August 2007 made or to be made between Star, the Investors (directly in the case of Investor I and by way of joinder in the case of Investor II) and the Guarantor.

“Star” means Star Cruises Limited a company organised and existing under the laws of Bermuda with its registered office at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda.

“Steering Committee” means a committee established by, and formed from, the Group-Wide Lenders with the purpose of co-ordinating the relationship between the Guarantor and the Group-Wide Lenders and monitoring the performance of the Group Credit Facilities. The initial members of the Steering Committee shall be [**].

“Subscription Agreement” means the subscription agreement dated 17 August 2007 made or to be made between Star, the Investors (directly in the case of Investor I and by way of assignment in the case of Investor II) and the Guarantor.

“Subsidiary” means, with respect to the Guarantor, any company or corporation of which more than fifty per cent. (50%) of the outstanding share capital having ordinary voting power to elect a majority of the board of directors of such company or corporation (irrespective of whether at the time share capital of any other class or classes of such company or corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by the Guarantor, by the Guarantor and one or more other Subsidiaries of the Guarantor, or by one or more other Subsidiaries of the Guarantor.

“Substitute Basis” means an alternative basis agreed for maintaining the Loan pursuant to Clause 4.2.

“Swap Agent” means BNP Paribas.

“Taxes” means all present and future income and other taxes, levies, imposts, deductions, compulsory liens and withholdings whatsoever together with interest thereon and penalties with respect thereto, if any, and any payments made on or in respect thereof and “Taxation” shall be construed accordingly.

“Termination Date” means the date falling [**] after the Delivery Date.

“Third Assignments” means the three (3) valid and effective third legal assignments of the earnings and insurances of the Hermes Vessels (together with the notices thereof) one (1) to be executed by each of the owners of the Hermes Vessels in respect of its Hermes Vessel and the one (1) valid and effective third priority subordination and assignment to be executed by the Manager (as bareboat charterer) in respect of m.v. “NORWEGIAN JADE” in each case in favour of the Restructuring Trustee as trustee for the Non-Guaranteed Loan Lenders.

“Third Mortgages” means the two (2) third priority statutory Bahamian ship mortgages and deeds of covenants collateral thereto and the one (1) third preferred US ship mortgage one (1) to be granted by respectively each of the owners of the Hermes Vessels over its Hermes Vessel in favour of the Restructuring Trustee as trustee for the Non-Guaranteed Loan Lenders.

“Third Supplemental Deed” means the third supplemental deed dated 2 April 2009 to this Agreement.

“Total Commitments” means the aggregate of the Commitments, being the Equivalent Amount of six hundred and sixty two million nine hundred and five thousand three hundred and twenty euro (EUR662,905,320).

“Total Financed Contract Price” means the aggregate of:

(a)

the Financed Contract Price; and

(b)

the Financed Change Order Amount.

“Total Loss” means the actual or constructive or compromised or agreed or arranged total loss or the Compulsory Acquisition of the Vessel, including any such total loss as may arise during a requisition for hire.

“Total Loss Date” means:

(a)

in the case of an actual total loss of the Vessel, the actual date on which the Vessel was lost or, if such date is not known, the date on which the Vessel was last reported; or

(b)

in the case of a constructive total loss of the Vessel, or in the case of a compromised or arranged total loss of the Vessel, the date of the event giving rise to the claim for such constructive total loss or to the claim for a compromised or arranged total loss; or

(c)

in the case of a Compulsory Acquisition on the date of the Compulsory Acquisition.

“Transaction Documents” means the Security Documents, the Building Contract, the Drawdown Notice, the Management Agreement and any other material document now or hereafter issued in connection with the documents or the transaction referred to in this Agreement.

“Transfer Certificate” means a certificate substantially in the form set out in Appendix III or any other form agreed between the Agent and the Borrower.

“Transfer Date” means, in relation to a transfer, the later of:

(a)

the proposed Transfer Date specified in the Transfer Certificate; and

(b)

the date on which the Agent executes the Transfer Certificate.

“Vessel” means the passenger cruise vessel referred to in Recital (A) of this Agreement and more specially described in the Building Contract, and, to the extent the context permits, includes all manuals, logs and technical records relating to the said vessel.

Construction

References in this Agreement to a document “in the agreed form” are to the form of the relevant document which is attached to the security letter of the same date as this Agreement or to such other form as the parties hereto may from time to time agree, subject to modification in accordance with the provisions of the security letter.

Other than the Builder in respect of Clauses 3.3 and 10.23 and the Swap Agent in respect of Clauses 3.2, 8.5 and 10.23, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

A provision of law including but without limitation a regulation is a reference to that provision or regulation as amended or re-enacted from time to time and a 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.

2.	AVAILABILITY OF THE LOAN

Commitment

Each of the Lenders shall (in proportion to its share of the Total Commitments) make available to the Borrower a loan in a maximum amount of the Equivalent Amount of six hundred and two million six hundred and forty one thousand two hundred euro (EUR602,641,200) intended to:

2.1.1

be paid to the Builder in euro up to a maximum amount of five hundred and eighty eight million euro (EUR588,000,000) corresponding to eighty per cent. (80%) of the Contract Price of the Vessel prior to any Change Order; and

2.1.2

reimburse the Agent in Dollars up to an amount of the Equivalent Amount of fourteen million six hundred and forty one thousand two hundred euro (EUR14,641,200) corresponding to one hundred per cent. (100%) of the related Coface Premium payable to Coface.

In the event that the Contract Price for the Vessel prior to any Change Order increases pursuant to the terms of the Building Contract, the Lenders agree, if the Borrower so requests in the Drawdown Notice, to increase the maximum amount of the Loan by:

2.1.3

up to an amount of the Equivalent Amount of fifty eight million eight hundred thousand euro (EUR58,800,000) (being ten per cent. (10%) of the Financed Contract Price) to pay to the Builder in euro up to eighty per cent. (80%) of the Change Order Amount; and

2.1.4

up to an amount of [**] to reimburse the Agent [**] of the related Coface Premium payable to Coface.

Purpose

The Loan may only be used to pay for goods and services of French origin. However, within the limits and under the conditions fixed by the French Authorities, this may be extended to cover goods and services incorporated in deliveries made by the Builder and originating from countries other than the Borrower’s country and France, which have been sub-contracted by the Builder and therefore remain under the Builder’s responsibility.

3.	DRAWING

Conditions precedent

The Borrower may only draw under the Loan when the following conditions have been fulfilled to the satisfaction of the Lenders and provided no Event of Default shall have occurred and is continuing or be likely to occur:

3.1.1

No later than the date of this Agreement:

(a)

Receipt by the Agent of an opinion of legal counsel to the Lenders as to Bermudan law, together with the corporate documentation of the Borrower supporting the opinion, including but without limitation the Memorandum of Association and Bye-laws as filed with the competent authorities and a certificate of a competent officer of the Borrower containing specimen signatures of the persons authorised to sign the documents on behalf of the Borrower, to the effect that:

(i)

the Borrower has been duly organized and is validly existing as a company under the laws of Bermuda;

(ii)

this Agreement falls within the scope of the Borrower’s corporate purpose as defined by its Memorandum of Association and Bye-laws;

(iii)

the Borrower’s representatives were at the date of this Agreement fully empowered to sign this Agreement;

(iv)

either all administrative requirements applicable to the Borrower (whether in Bermuda or elsewhere) concerning the transfer of funds abroad and acquisitions of euro to meet its obligations hereunder have been complied with, or that there are no such requirements; and

(v)

this Agreement is the legal, valid and binding obligations of the Borrower enforceable in accordance with their terms (containing such exceptions as are standard for opinions of this type).

(b)

Receipt by the Agent of an opinion of legal counsel to the Agent as to English law confirming that the obligations of the Borrower under this Agreement are legally valid and binding obligations enforceable by the relevant Finance Parties in the English courts.

(c)

Receipt by the Agent of a Certified Copy of the executed Building Contract.

(d)

Receipt by the Agent of a confirmation from Clifford Chance Secretaries Limited that it will act for the Borrower as agent for service of process in England in respect of this Agreement.

3.1.2

No later than ten (10) Business Days after the date of this Agreement :

(a)

Receipt by the Agent of an opinion of legal counsel to the Lenders as to Bermudan law, together with the corporate documentation of the Guarantor supporting the opinion, including but without limitation the Memorandum of Association and Bye-laws as filed with the competent authorities and a certificate of a competent officer of the Guarantor containing specimen signatures of the persons authorised to sign the documents on behalf of the Guarantor, to the effect that:

(i)

the Guarantor has been duly organized and is validly existing as a company under the laws of Bermuda;

(ii)

the Guarantee falls within the scope of the Guarantor’s corporate purpose as defined by its Memorandum of Association and Bye-laws;

(iii)

the Guarantor’s representative was at the date of the Guarantee fully empowered to sign the Guarantee;

(iv)

either all administrative requirements applicable to the Guarantor (whether in Bermuda or elsewhere) concerning the transfer of funds abroad and acquisitions of euro to meet its obligations under the Guarantee have been complied with, or that there are no such requirements; and

(v)

the Guarantee is the legal, valid and binding obligations of the Guarantor enforceable in accordance with their terms (containing such exceptions as are standard for opinions of this type).

(b)

Receipt by the Agent of the executed Guarantee and a statement confirming that the Guarantor is in compliance with its obligations under clauses 11.1 and 11.3 of the Guarantee. The statement shall be signed by the chief financial officer of the Group (as such term is defined in clause 11.4 of the Guarantee), be in the form of schedule 1 to the Guarantee and be for the financial quarter ending 30 June 2006.

(c)

Receipt by the Agent of an opinion of legal counsel to the Agent as to English law confirming that the obligations of the Guarantor under the Guarantee are legally valid and binding obligations enforceable by the relevant Finance Parties in the English courts.

(d)

Receipt by the Agent of a confirmation from Clifford Chance Secretaries Limited that it will act for the Guarantor as agent for service of process in England in respect of the Guarantee.

3.1.3

No later than three (3) months before the Intended Delivery Date , receipt by the Agent of notification from the Borrower:

(a)

of its preferred Maritime Registry; and

(b)

that each of the Apollo-Related Transactions has been completed or that the parties to any Apollo-Related Transaction that has not been completed by the date referred to above have agreed not to implement that Apollo-Related Transaction.

3.1.4

On the date falling ninety (90) days before the Intended Delivery Date and on each subsequent date prior to the Drawdown Date on which a statement in the form of schedule 1 to the Guarantee is to be received by the Agent pursuant to clause 9.2.5 of the Guarantee , receipt by the Agent of a statement confirming that the Guarantor is in compliance with its obligations under clauses 11.1 and 11.3 of the Guarantee. The statement shall be signed by the chief financial officer of the Group (as such term is defined in clause 11.4 of the Guarantee), be in the form of schedule 1 to the Guarantee and be for the last financial quarter in respect of which the Guarantor is obliged to provide such a statement pursuant to clause 9.2.5 of the Guarantee.

3.1.5

No later than the date falling ninety (90) days before the Intended Delivery Date , receipt by the Agent of the amendment fee referred to in Clause 7.1.4.

3.1.6

No later than sixty (60) days before the Intended Delivery Date , receipt by the Agent of notification from the Borrower of the Intended Delivery Date.

3.1.7

No later than ten (10) Business Days before the Intended Delivery Date , receipt by the Agent of 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.

3.1.8

No later than five (5) Business Days before the Intended Delivery Date , receipt by the Agent of:

(a)

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

(b)

a Certified Copy of each of the Change Orders and of the power of attorney pursuant to which the authorised signatory of the Borrower signed the Drawdown Notice and a specimen of his signature; and

(c)

a copy of the notice of delivery given by the Builder to the Borrower pursuant to and in accordance with article 7, clause 1.1 of the Building Contract.

3.1.9

No later than the Delivery Date :

(a)

Receipt by the Agent of a legal opinion of counsel to the Lenders as to Bermudan law together with the corporate documentation of the Borrower and the Manager supporting such opinions, including but without limitation, in the case of the Manager, the Memorandum of Association and Bye-laws as filed with the competent authorities and a certificate of a competent officer of the Borrower and the Manager containing specimen signatures of the persons authorised to sign the documents on behalf of the Borrower and the Manager, confirming that:

(i)

the Lenders may continue to rely on the Bermudan legal opinion given pursuant to the Fourth Supplemental Deed;

(ii)

the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement fall within the scope of the Borrower’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it;

(iii)

the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Agreement fall within the scope of the Manager’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it; and

(iv)

the Borrower’s representatives are fully empowered to sign the Protocol of Delivery and Acceptance, the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement and the Manager’s representatives are fully empowered to sign the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Agreement.

(b)

Receipt by the Agent of evidence of payment to the Builder of:

(i)

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

(ii)

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

(c)

Evidence that:

(i)

the Vessel is at least provisionally registered in the name of the Borrower in the Maritime Registry;

(ii)

title to the Vessel is held by the Borrower free of all Encumbrances 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 Vessel prior to or concurrently with delivery, none of which is overdue;

(iii)

the Mortgage has been duly registered in the Maritime Registry and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maritime Registry in respect of the Vessel have been paid in full.

(d)

Receipt by the Agent of a Certified Copy of a classification certificate (or interim classification certificate) showing the Vessel to be classed in accordance with Clause 9.4.3.

(e)

Receipt by the Agent of duly executed originals of the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement together with relevant notices of assignment and the acknowledgement of the notice of assignment of the Management Agreement.

(f)

Receipt by the Agent of all amounts which are due and payable hereunder or under the Amendment Fee Letter by the Borrower on or prior to the Delivery Date.

(g)

Receipt by the Agent of a legal opinion of counsel to the Lenders as to the law of the Maritime Registry confirming:

(i)

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

(ii)

the Mortgage over the Vessel has been validly registered in the Maritime Registry.

(h)

Receipt by the Agent of an opinion of legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement are legally valid and binding obligations enforceable by the relevant Finance Parties in the English courts.

(i)

Receipt by the Agent of a certificate from the Borrower, signed by an authorised representative of the Borrower, attesting that the representations and warranties contained in Clause 9 are true and correct as of the Delivery Date in consideration of the facts and circumstances existing as of the Delivery Date.

(j)

Receipt by the Agent of the documents mentioned in Appendix I.

(k)

Receipt by the Agent of a Certified Copy of the executed Management Agreement.

(l)

Receipt by the Agent of a Certified Copy of the carrier initiative agreement executed pursuant to Clause 10.16 or evidence of any voluntary arrangements made under the Customs-Trade Partnership Against Terrorism of the United States of America pursuant to Clause 10.16, any current certificate of financial responsibility in respect of the Vessel issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Vessel in respect of its management by the Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Manager in respect of ships of the same type as the Vessel pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Vessel in accordance with the ISPS Code and a valid IAPPC issued to the Vessel in accordance with Annex VI.

(m)

Receipt by the Agent of 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 3.1.6 and to which the Borrower is a party and a specimen of his or their signature(s).

(n)

Receipt by the Agent of a confirmation from the Process Agent 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 Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement.

(o)

The Coface Insurance Policy documentation relating to the transactions contemplated by this Agreement has been received by the Agent and remains in full force and effect, the Agent having notified the Borrower of the issue of the Coface Insurance Policy in form and substance satisfactory to the Lenders as soon as practicable after its issue.

3.2	Irrevocable funding instructions

The Borrower hereby instructs the Agent to procure that the Swap Agent in accordance with this Clause 3.2:

3.2.1

is notified no later than 4.00 p.m. Central European Time three (3) Business Days before the Drawdown Date of the sum of the euro amounts referred to in paragraph (a) and, if applicable, paragraph (b) of the Drawdown Notice; and

3.2.2

promptly and in any event no later than 3.00 p.m. Central European Time two (2) Business Days before the Drawdown Date, notifies the Agent of the Equivalent Amount of the euro amount so notified to it in accordance with Clause 3.2.1.

On being so notified by the Swap Agent, the Agent shall promptly and in any event no later than 3.30 p.m. Central European Time two (2) Business Days before the Drawdown Date notify each of the Lenders of its share of the Total Commitments and the Borrower of the Equivalent Amount of the total euro amount referred to in the Drawdown Notice.

Each of the Lenders and the Borrower hereby further instructs:

3.2.3

the Agent to pay to the Swap Agent the Equivalent Amount of the sum of the euro amounts so notified to it in accordance with Clause 3.2.1 from the amounts received by the Agent from the Lenders on the Drawdown Date pursuant to their obligation to make the Loan available in accordance with Clause 2.1; and

3.2.4

the Agent to procure that the Swap Agent pays to the Agent the sum of the euro amounts referred to in Clause 3.2.1 on the Drawdown Date in exchange for the sum referred to in Clause 3.2.3.

Each of the instructions contained in this Clause 3.2 is irrevocable.

Each of the Lenders, the Agent and the Borrower expressly acknowledges that the funding terms set out in this Clause may only be modified with the agreement of the Swap Agent, the Agent, the Lenders and the Borrower.

3.3	Borrower’s irrevocable payment instructions

The Lenders shall not be obliged to fulfil their obligation to make the Loan available other than by paying the Builder the Total Financed Contract Price (or (as the context may require) the amount thereof requested to be paid) on behalf of and in the name of the Borrower and by reimbursing the Agent for the related Coface Premium.

Each of the Lenders and the Borrower hereby instructs the Agent in accordance with this Clause 3.3:

3.3.1

to pay to the Builder:

(a)

the amount in euro remaining due under the Building Contract up to an amount equal to the lesser of five hundred and eighty eight million euro (EUR588,000,000) and eighty per cent. (80%) of the Contract Price of the Vessel prior to any Change Order; and

(b)

subject to Clause 2.2, the amount in euro up to the lesser of fifty eight million eight hundred thousand euro (EUR58,800,000) and eighty per cent. (80%) of the Change Order Amount capped at [**] of the Financed Contract Price,

in each case from the sum referred to in Clause 3.2.4; and

3.3.2

to reimburse the Agent in Dollars, by drawing under the Loan, the related Coface Premium.

The payment instruction contained in this Clause 3.3 is irrevocable.

Subject to Clause 3.1, payment will be made to the Builder by a single advance in euro on the Delivery Date of the Vessel during usual banking hours in the French Republic to the Builder’s account as specified by the Builder in accordance with the Building Contract after receipt and verification by the Agent of the documents provided under Appendix I.

Verification of the documents provided under Appendix I shall be limited to checking their apparent compliance as defined in the Uniform Customs and Practices for Documentary Credits - ICC Publication 600 (UCP 600 latest revision).

The Borrower expressly acknowledges that the payment terms set out in this Clause may only be modified with the agreement of the Builder, the Agent, the Lenders and the Borrower in the case of Clause 3.3.1 and with the agreement of the Agent, the Lenders and the Borrower in the case of Clause 3.3.2.

Drawing may not be made under this Agreement (and the Loan shall not be available) after the earlier of the Delivery Date and the Availability Termination Date.

However, the Lenders will use their best efforts to agree to a postponement of the Availability Termination Date upon application by the Borrower accompanied by an explanation in reasonable detail of the reason for the delay in the Intended Delivery Date beyond the Availability Termination Date. The Borrower acknowledges that any such postponement is subject to the prior written approval of Coface.

4.	REPAYMENT OF LOAN AND PAYMENT OF INTEREST

4.1	Repayment of Loan and payment of interest

The Borrower shall repay and pay to the Lenders in Dollars by twenty four (24) consecutive half yearly instalments and payments respectively:

4.1.1

the relevant principal amount of the Loan drawn down under this Agreement calculated by the Agent following the Drawdown Date on the following assumptions:

(a)

interest on the Loan is payable at the LIBOR applicable for the first Interest Period plus one point six seven five per cent. (1.675%) per annum throughout the Security Period;

(b)

the Loan plus interest at the rate referred to in Clause 4.1.1(a) is to be repaid to the Lenders in twenty four (24) equal half yearly instalments; and

(c)

there are no Mandatory Costs; plus

4.1.2

interest on the Loan for the relevant Interest Period at LIBOR plus the applicable Margin plus Mandatory Costs.

For illustrative purposes only, a specimen repayment schedule is set out in Appendix VII.

The first instalment of principal and payment of interest shall be due six (6) months after the Delivery Date and the final instalment and payment shall be due on the Termination Date together with all other sums due under this Agreement. Interest shall be payable on the Loan from the Drawdown Date and calculated on the actual number of days elapsed in the relevant Interest Period divided by three hundred and sixty (360).

The Agent shall deliver to the Borrower and the Lenders as soon as practicable following such calculation, and in any event no later than ten (10) Business Days after the Drawdown Date, a repayment schedule setting out the dates and the amounts of the instalments up to and including the Termination Date.

The repayment schedule shall be sent by fax and, in the case of the Borrower, by international express courier.

In the absence of manifest error, the repayment schedule will constitute an unconditional and irrevocable undertaking by the Borrower to pay the Lenders the amounts of principal set out therein.

The Borrower reserves the right to inform the Agent within ten (10) Business Days of receipt of the repayment schedule by courier if it contains a material error and to request its correction.

4.2	Substitute basis of funding

4.2.1

Subject to Clause 4.2.2, if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11.00 a.m. London time, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

4.2.2

If a Market Disruption Event occurs for any Interest Period, then the rate of interest on each Lender’s relevant Commitment for that Interest Period shall be the percentage rate per annum which is the sum of:

(a)

the applicable Margin;

(b)

the rate notified to the Agent by that 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 that Lender of funding its relevant Commitment from whatever source it may reasonably select; and

(c)

the Mandatory Cost, if any, applicable to that Lender’s Commitment.

In this Agreement “Market Disruption Event” means:

(i)

at or about noon on the Quotation Date for the relevant Interest Period Reuters BBA Page LIBOR 01 is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR for the relevant Interest Period; or

(ii)

before close of business in London on the Quotation Date for the relevant Interest Period, the Agent receives notifications from Lenders (in number exceeding thirty four per cent. (34%) of the Lenders and whose Commitments are not less than thirty four per cent. (34%) of the Loan) that the cost to them of obtaining matching deposits in the London Interbank eurocurrency market would be in excess of LIBOR.

4.2.3

If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

4.2.4

Any alternative basis agreed pursuant to Clause 4.2.3 shall, with the prior consent of all the Lenders and the Borrower, be binding on all parties to this Agreement.

4.2.5

So long as any Substitute Basis is in force, the Agent, in consultation with the Borrower and the Lenders, shall from time to time, but not less often than monthly, review whether or not the circumstances referred to in Clause 4.2.1 or Clause 4.2.2 still prevail with a view to returning to the normal provisions of this Agreement.

5.	CLAIMS OR DEFENCES MAY NOT BE OPPOSED TO THE LENDERS

The Borrower may not escape liability under the terms of this Agreement by opposing to the Lenders claims or defences of any kind whatsoever arising under the Building Contract, and in particular from its performance, or from any other relationship between the Borrower and the Builder.

6.	COFACE PREMIUM

The Coface Premium is due and payable on or prior to the Drawdown Date and proportionally to the amount of the Loan drawn down under this Agreement. A minimum non-refundable premium, being the Equivalent Amount of one thousand five hundred and fifteen euro (EUR1,515), shall be paid to Coface upon signature of the Coface Insurance Policy. Otherwise, no Coface Premium is due if the Loan is not drawn down. Except as otherwise stated below in the case of a prepayment, the Coface Premium is not refundable for any reason whatsoever.

The Borrower has requested and the Lenders have agreed to finance [**] of the Coface Premium payable under this Agreement in accordance with Clauses 2.1.2 and 2.1.4 up to the Equivalent Amount of the amount being [**].

Consequently, the Borrower hereby irrevocably instructs the Agent to pay the Coface Premium in Dollars to Coface on the Borrower’s behalf and the financing of such payment shall be made by drawing under the Loan in accordance with Clauses 2.1.2 and 2.1.4 of this Agreement. Notwithstanding any other provision of this Agreement, the Borrower acknowledges that the obligation of the Borrower to reimburse the Lenders in Dollars for the full amount of the Coface Premium referred to in this Agreement as and when it arises is absolute and unconditional.

The Coface Premium financed by the Loan will be repayable in any event by the Borrower to the Lenders in the manner specified in Clause 4 and under any and all circumstances including but without limitation in the event of prepayment or acceleration of the Loan.

If the Loan is prepaid in whole or in part by the Borrower and if no amounts are then due and unpaid by the Borrower to the Finance Parties, the Agent will, on receipt from Coface, refund to the Borrower in Dollars the portion of the Coface Premium reimbursed by Coface. If there is an amount due and unpaid by the Borrower to the Finance Parties, the Agent shall apply any amount received from Coface in accordance with Clause 17.

Any refund of the Coface Premium will not exceed eighty per cent. (80%) of the amount of the Coface Premium for the period from the prepayment date to the Termination Date.

FEES

The following fees shall be paid to the Agent by the Borrower as required hereunder:

7.1.1

For the Mandated Lead Arrangers, an arrangement fee [**] payable:

(a)

as to [**] of such fee amount within ten (10) Business Days after the date of this Agreement; and

(b)

unless this Agreement is terminated pursuant to Clause 29, [**] of such fee amount on the first anniversary of the date of this Agreement.

7.1.2

For the Lenders, a commitment fee in euro for the period from the date of this Agreement to the Delivery Date of the Vessel, or the date of receipt by the Agent of the written termination notice sent by the Borrower as described in Clause 29, whichever is the earliest, computed at the rate of:

(a)

[**] per annum for the first two (2) years after the date of this Agreement; and

(b)

[**] per annum thereafter.

This commitment fee shall be calculated on the undrawn amount of the Maximum Loan Amount and paid in euro in arrears on the date falling six (6) months after the date of this Agreement 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 Drawdown Date, or the date of receipt by the Agent of the written termination notice sent by the Borrower as described in Clause 29, whichever is the earliest. The commitment fee shall be calculated on the actual number of days elapsed divided by three hundred and sixty (360).

7.1.3

For the Agent, an annual agency fee of [**] shall be paid within ten (10) Business Days of the date of this Agreement and, unless this Agreement is terminated pursuant to Clause 29, on or before each anniversary date thereof until total repayment of the Loan.

7.1.4

For the Lenders, an amendment fee of nought point [**] of the Maximum Loan Amount. This amendment fee shall be deemed to have been earned on the date on which the Third Supplemental Deed and the Amendment Documents have been signed by all the parties thereto but shall be payable on the date falling ninety (90) days prior to the Intended Delivery Date provided that if this Agreement is terminated pursuant to Clause 29 prior to that date then the amendment fee shall be paid in full on the termination date.

7.1.5

In relation to the Fourth Supplemental Deed, for each of the Lenders, an amendment fee of twenty thousand Dollars (USD20,000) in accordance with the Amendment Fee Letter.

8.	TAXES, INCREASED COSTS, COSTS AND RELATED CHARGES

8.1	All Taxes legally payable in France as a consequence of the signature or performance of this Agreement shall be paid by the Lenders.

8.2

All Taxes legally payable outside France (other than taxes payable by each of the Lenders on its overall net income) as a consequence of the signature or performance of this Agreement shall be paid by the Borrower. In consequence, all payments of principal and interest, interest on late payments, compensation, costs, fees and related charges, due in

connection with this Agreement shall be made without any deduction or withholding in respect of Taxes. The Borrower therefore hereby agrees expressly that if for any reason full payment of the above amounts is not made, it will immediately pay the Lenders the sums necessary to compensate exactly the effect of the deductions or withholdings made in respect of Taxes. If the Borrower fails to perform this obligation, the Lenders shall be entitled, in accordance with Clause 13, either not to make available the Loan or, as the case may require, to require immediate repayment of the Loan.

If an additional payment is made under this Clause and any Lender or the Agent on its behalf determines that it has received or been granted a credit against or relief of or calculated with reference to the deduction or withholding giving rise to such additional payment, such Lender or the Agent (as the case may be) shall, to the extent that it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment and provided that it has received the cash benefit of such credit, relief or remission, pay to the Borrower such amount as such Lender or the Agent shall in its reasonable opinion have concluded to be attributable to the relevant deduction or withholding. Any such payment shall be conclusive evidence of the amount due to the Borrower hereunder and shall be accepted by the Borrower in full and final settlement of its rights of reimbursement hereunder in respect of such deduction or withholding. Nothing herein contained shall interfere with the right of any Lender and the Agent to arrange their respective tax affairs in whatever manner they think fit.

8.3	If after the date of this Agreement by reason of:

8.3.1

any change in law or in its interpretation or administration; and/or

8.3.2

compliance with any request from or requirement of any central bank or other fiscal, monetary or other authority including but without limitation the Basle Committee on Banking Regulations and Supervisory Practices whether or not having the force of law:

(a)

any of the Lenders incurs a cost as a result of its performing its obligations under this Agreement and/or its advancing its Commitment hereunder; or

(b)

there is any increase in the cost to any of the Lenders of funding or maintaining all or any of the advances comprised in a class of advances formed by or including its Commitment advanced or to be advanced by it hereunder; or

(c)

any of the Lenders incurs a cost as a result of its having entered into and/or its assuming or maintaining its commitment under this Agreement; or

(d)

any of the Lenders becomes liable to make any payment on account of Tax or otherwise (other than Tax on its overall net income) on or calculated by reference to the amount of its Commitment advanced or to be advanced hereunder and/or any sum received or receivable by it hereunder; or

(e)

any of the Lenders suffers any decrease in its rate of return as a result of any changes in the requirements relating to capital ratios, monetary control ratios, the payment of special deposits, liquidity costs or other similar requirements affecting that Lender,

then the Borrower shall from time to time on demand pay to the Agent for the account of the relevant Lender or Lenders amounts sufficient to indemnify the relevant Lender or

Lenders against, as the case may be, such cost, such increased cost (or such proportion of such increased cost as is in the reasonable opinion of the relevant Lender or Lenders attributable to the funding or maintaining of its or their Commitment(s) hereunder) or such liability.

A Lender affected by any provision of this Clause 8.3 shall promptly inform the Agent after becoming aware of the relevant change and its possible results (which notice shall be conclusive evidence of the relevant change and its possible results) and the Agent shall, as soon as reasonably practicable thereafter, notify the Borrower of the change and its possible results. Without affecting the Borrower’s obligations under this Clause 8.3 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the change (for example (if then possible) by changing its Facility Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties.

8.4

The Borrower undertakes to pay to the Agent, upon demand, all reasonable costs and expenses, duties and fees, including but without limitation agreed legal costs, out of pocket expenses and travel costs, incurred by the Mandated Lead Arrangers and the Original Lenders in connection with the negotiation, preparation and execution of all agreements, guarantees, security agreements and related documents entered into, or to be entered into, for the purpose of the transaction contemplated hereby as well as all costs and expenses, duties and fees incurred by the Lenders in connection with the registration, filing, enforcement or discharge of the said guarantees or security agreements, including without limitation the fees and expenses of legal advisers and insurance experts, the cost of registration and discharge of security interests and the related travel and out of pocket expenses; the Borrower further undertakes to pay to the Agent all costs, expenses, duties and fees incurred by the Lenders in connection with any variation of this Agreement and the related documents, guarantees and security agreements, any supplements thereto and waiver given in relation thereto, in connection with the enforcement or preservation of any rights under this Agreement and/or the related guarantees and security agreements, including in each case the fees and expenses of legal advisers, and in connection with the consultations or proceedings made necessary by the acts of, or failure to act on the part of, the Borrower.

8.5

The Borrower undertakes to pay to the Agent, upon demand, any reasonable costs (including but without limitation any losses or costs incurred as a result of the termination or liquidation of any foreign exchange hedge transaction entered into (externally or internally) for the purpose of providing the Exchange Rate) necessarily incurred by the Lenders, the Agent or the Swap Agent in funding the Loan in accordance with Clause 3.2 or any other relevant provision of this Agreement in the event that the Delivery Date or any Drawdown Date proposed in the Drawdown Notice is later than the Intended Delivery Date or such Drawdown Date (unless the Borrower has given the Agent at least three (3) Business Days’ notification of such delay in the Delivery Date or such Drawdown Date) or for any other reason whatsoever. Any such funding costs incurred by the Swap Agent shall be deemed to have been incurred by the Agent.

8.6

The Borrower shall reimburse any Lender that is a member of the Steering Committee on demand on a full indemnity basis for all documented charges and expenses reasonably incurred (including value added tax or any similar tax thereon and including the fees and expenses of legal and other advisers) by that Lender in carrying out its duties as a member of the Steering Committee on or before 31 December 2010.

9.	REPRESENTATIONS AND WARRANTIES

9.1	Duration

9.1.1

The representations and warranties in Clause 9.2 are made on the date of this Agreement and shall be deemed to be repeated, with reference mutatis mutandis to the facts and circumstances subsisting, as if made on each day until the Borrower has no remaining obligations, actual or contingent, under or pursuant to this Agreement or any of the other Security Documents.

9.1.2

The representations and warranties in Clause 9.3 are made on the date of this Agreement and shall be deemed to be repeated, with reference mutatis mutandis to the facts and circumstances subsisting, as if made on the date falling sixty (60) days before the Intended Delivery Date and thereafter on each day until the Borrower has no remaining obligations, actual or contingent, under or pursuant to this Agreement or any of the other Security Documents.

9.1.3

The representations and warranties in Clause 9.4 are made on the Delivery Date and shall be deemed to be repeated, with reference mutatis mutandis to the facts and circumstances subsisting, as if made thereafter on each day until the Borrower has no remaining obligations, actual or contingent, under or pursuant to this Agreement or any of the other Security Documents.

9.2	Continuing representations and warranties

The Borrower represents and warrants to each of the Lenders that:

9.2.1

Status

Each Obligor is a company duly organised, constituted and validly existing under the laws of the country of its incorporation, possessing perpetual corporate existence, the capacity to sue and be sued in its own name and the power to own and charge its assets and carry on its business as it is now being conducted.

9.2.2

Powers and authority

Each of the Obligors has the power to enter into and perform this Agreement and those of the other Security Documents to which it is a party and the transactions contemplated hereby and thereby and has taken all necessary action to authorise the entry into and performance of this Agreement and such other Security Documents and such transactions.

9.2.3

Legal validity

This Agreement, each other Transaction Document and each of the Apollo Transaction Documents constitutes (or will constitute when executed) legal, valid and binding obligations of each Obligor expressed to be a party thereto enforceable in accordance with its respective terms and in entering into this Agreement and borrowing the Loan, the Borrower is acting on its own account.

9.2.4

Non-conflict with laws

The entry into and performance of this Agreement, the other Transaction Documents, the Apollo Transaction Documents and the transactions contemplated hereby and thereby do not and will not conflict with:

(a)

any law or regulation or any official or judicial order; or

(b)

the constitutional documents of any Obligor; or

(c)

any agreement or document to which any Obligor is a party or which is binding upon such Obligor or any of its assets,

nor result in the creation or imposition of any Encumbrance on an Obligor or its assets pursuant to the provisions of any such agreement or document, except for Permitted Liens.

9.2.5

Consents

Except for:

(a)

the filing of those Security Documents to be filed with the Registrar of Companies in Bermuda; and

(b)

the registration of the Mortgage through the relevant authority of the Maritime Registry,

all authorisations, approvals, consents, licences, exemptions, filings, registrations, notarisations and other matters, official or otherwise, required in connection with the entry into, performance, validity and enforceability of this Agreement and each of the other Transaction Documents to which any Obligor is a party and the transactions contemplated thereby have been obtained or effected and are in full force and effect except authorisations, approvals, consents, licences, exemptions, filings and registrations required in the normal day to day course of the operation of the Vessel and not already obtained by the Borrower.

9.2.6

Accuracy of information

All information furnished by any Obligor relating to the business and affairs of any Obligor in connection with this Agreement and the other Transaction Documents was and remains true and correct in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading.

9.2.7

Full disclosure

Each Obligor has fully disclosed to the Agent all facts relating to each Obligor which it knows or should reasonably know and which might reasonably be expected to influence the Lenders in deciding whether or not to enter into this Agreement.

9.2.8

Pari passu or priority status

The claims of the Finance Parties against the Borrower under this Agreement will rank at least pari passu with the claims of all unsecured creditors of the Borrower

(other than claims of such creditors to the extent that they are statutorily preferred) and in priority to the claims of any creditor of the Borrower who is also an Obligor.

9.2.9

Solvency

The Borrower is and shall remain, after the advance to it of the Loan, solvent in accordance with the laws of Bermuda and the United Kingdom and in particular with the provisions of the Insolvency Act 1986 (as from time to time amended) and the requirements thereof.

9.2.10

Winding-up, etc.

Subject to clause 10.6 of the Guarantee, neither the Borrower nor any other Obligor has taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge and belief) threatened against any of them for the reorganisation, winding-up, dissolution or for the appointment of a liquidator, administrator, receiver, administrative receiver, trustee or similar officer of any of them or any or all of their assets or revenues nor has it sought any other relief under any applicable insolvency or bankruptcy law.

9.2.11

Accounts

The consolidated audited accounts of the Guarantor for the period ending on 31 December 2005 (which accounts have been prepared in accordance with GAAP) fairly represent the financial condition of the Guarantor as shown in such audited accounts.

9.2.12

No immunity

None of the Obligors nor any of their respective assets enjoys any right of immunity (sovereign or otherwise) from set-off, suit or execution in respect of their obligations under this Agreement or any of the other Transaction Documents or by any relevant or applicable law.

9.2.13

Ownership of shares

All the authorised and issued shares in each of the Borrower and the Manager shall be legally and beneficially owned directly or indirectly by the Guarantor and such structure shall remain so throughout the Security Period unless the prior consent of the Lenders has been obtained. Further, no Event of Default has occurred under clause 11.2 of the Guarantee in respect of the ownership and/or control of the shares in the Guarantor.

9.2.14

Completeness of documents

The copies of the Building Contract, the Management Agreement, the Apollo Transaction Documents and any other relevant third party agreements including but without limitation the copies of any documents in respect of the Insurances delivered to the Agent are true and complete copies of each such document constituting valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and, subject to Clauses 10.14 and 10.25, no amendments thereto or variations thereof have been agreed nor has any action been taken by the parties thereto which would in any way render such document inoperative or unenforceable.

9.2.15

Money laundering

Any borrowing by the Borrower under this Agreement, and the performance of its obligations under this Agreement and the other Transaction Documents, will be for its own account and will not involve any breach by it of any law or regulatory measure relating to “money laundering” as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities.

9.3	Semi-continuing representations and warranties

The Borrower represents and warrants to each of the Lenders that:

9.3.1

No default

No event has occurred which constitutes a default under or in respect of any Transaction Document to which any Obligor or the Builder is a party or by which any Obligor or the Builder may be bound (including (inter alia) this Agreement) and no event has occurred which constitutes a default under or in respect of any agreement or document to which any Obligor is a party or by which any Obligor may be bound to an extent or in a manner which might have a material adverse effect, in the opinion of the Agent, on the ability of that Obligor to perform its obligations under the Transaction Documents to which it is a party.

9.3.2

No encumbrances

None of the assets or rights of any Obligor is subject to any Encumbrance except Permitted Liens.

9.3.3

Litigation

No litigation, arbitration or administrative proceedings are current or pending or, to its knowledge, threatened, which might, if adversely determined, have a material adverse effect on the ability of an Obligor to perform its obligations under the Transaction Documents to which it is a party, save as disclosed by the Guarantor in its most recent US Securities Exchange Commission filing.

9.3.4

Tax liabilities

To the best of its knowledge, each of the Obligors has complied with all taxation laws in all jurisdictions in which it is subject to Taxation and has paid all Taxes due and payable by it including but without limitation any disputed Taxes unless a sufficient reserve has been made pending resolution of the dispute and no material claims are being asserted against any of the Obligors with respect to Taxes, which might, if such claims were successful, have a material adverse effect on the ability of that Obligor to perform its obligations under the Transaction Documents to which it is a party.

9.3.5

Ownership of assets

Each member of the Group has good and marketable title to all its assets which are reflected in the audited accounts referred to in Clause 9.2.11.

9.3.6

Place of business

None of the Obligors has a place of business in any jurisdiction (except as already disclosed) which requires any of the Security Documents to be filed or registered in that jurisdiction to ensure the validity of the Security Documents to which it is a party.

9.3.7

Environment

Each of the Obligors:

(a)

is in compliance with all applicable federal, state, local, foreign and international laws, regulations, conventions and agreements relating to pollution prevention or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, navigable waters, water of the contiguous zone, ocean waters and international waters), including without limitation, laws, regulations, conventions and agreements relating to:

(i)

emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous materials, oil, hazard substances, petroleum and petroleum products and by-products ( “Materials of Environmental Concern” ); or

(ii)

the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (such laws, regulations, conventions and agreements the “Environmental Laws” );

(b)

has all permits, licences, approvals, rulings, variances, exemptions, clearances, consents or other authorisations required under applicable Environmental Laws ( “Environmental Approvals” ) and is in compliance with all Environmental Approvals required to operate its business as presently conducted or as reasonably anticipated to be conducted;

(c)

has not received any notice, claim, action, cause of action, investigation or demand by any other person, alleging potential liability for, or a requirement to incur, investigatory costs, clean-up costs, response and/or remedial costs (whether incurred by a governmental entity or otherwise), natural resources damages, property damages, personal injuries, attorney’s fees and expenses or fines or penalties, in each case arising out of, based on or resulting from:

(i)

the presence or release or threat of release into the environment of any Material of Environmental Concern at any location, whether or not owned by such person; or

(ii)

circumstances forming the basis of any violation, or alleged violation, of any Environmental Law or Environmental Approval ( “Environmental Claim” ); and

there are no circumstances that may prevent or interfere with such full compliance in the future.

There is no material Environmental Claim pending or threatened against any of the Obligors.

There are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge or disposal of any Material of Environmental Concern, that could form the basis of any Environmental Claim against any of the Obligors.

9.4	Representations on the Delivery Date

The Borrower further represents and warrants to each of the Lenders that on the Delivery Date the Vessel will be:

9.4.1

in its absolute and unencumbered ownership save as contemplated by the Security Documents;

9.4.2

at least provisionally registered in its name under the laws and flag of the Maritime Registry;

9.4.3

classed with the highest classification available for a vessel of its type free of all recommendations and qualifications with Det Norske Veritas;

9.4.4

operationally seaworthy and in compliance with all relevant provisions, regulations and requirements (statutory or otherwise) applicable to ships registered under the laws and flag of the Maritime Registry;

9.4.5

in compliance with the ISM Code, the ISPS Code and Annex VI;

9.4.6

insured in accordance with the provisions of Clause 10.20 and in compliance with the requirements therein in respect of such insurances; and

9.4.7

managed by the Manager on and subject to the terms set out in the Management Agreement.

10.	UNDERTAKINGS

10.1	Duration

10.1.1

The undertakings in Clauses 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.13, 10.15, 10.17, 10.23, 10.24 and 10.25 shall remain in full force and effect until the Borrower has no remaining obligations, actual or contingent, under or pursuant to this Agreement or any of the other Security Documents.

10.1.2

The undertakings in Clauses 10.12, 10.14, 10.16, 10.18, 10.19, 10.20, 10.21 and 10.22 shall apply with effect from, and shall remain in full force and effect after, the date falling sixty (60) days before the Intended Delivery Date until the Borrower has no remaining obligations, actual or contingent, under or pursuant to this Agreement or any of the other Security Documents.

10.2	Information

The Borrower will provide to the Agent for the benefit of the Lenders (or will procure the provision of):

10.2.1

as soon as practicable (and in any event within one hundred and twenty (120) days after the close of each of its financial years) a Certified Copy of its unaudited accounts for that year and a Certified Copy of the audited accounts of the Guarantor and its consolidated Subsidiaries for that year (commencing with accounts made up to 31 December in the year in which the Drawdown Date occurs in the case of the Borrower and with accounts made up to 31 December 2005 in the case of the consolidated accounts of the Guarantor);

10.2.2

as soon as practicable (and in any event within sixty (60) days of the end of each quarter of each financial year) a copy of the unaudited consolidated accounts of the Guarantor for that quarter (commencing with unaudited accounts made up to 30 June 2006);

10.2.3

promptly, such further information in its possession or control regarding its financial condition and operations and those of any company in the Group as the Agent may request for the benefit of the Finance Parties; and

10.2.4

details of any material litigation, arbitration or administrative proceedings which affect any Obligor as soon as the same are instituted and served, or, to the knowledge of the Borrower, threatened (and for this purpose proceedings shall be deemed to be material if they involve a claim in an amount exceeding [**] or the equivalent in another currency).

All accounts required under this Clause 10.2 shall be prepared in accordance with GAAP and shall fairly represent the financial condition of the relevant company. In this Clause 10.2 and in Clause 9.3.5 “Group” shall have the meaning ascribed to it in clause 11.4 of the Guarantee.

10.3	Notification of default

The Borrower will notify the Agent of any Event of Default forthwith upon becoming aware of the occurrence thereof. Upon the Agent’s request from time to time the Borrower will issue a certificate stating whether any Obligor is aware of the occurrence of any Event of Default.

10.4	Consents and registrations

The Borrower will procure that (and will promptly furnish Certified Copies to the Agent on the request of the Agent of) all such authorisations, approvals, consents, licences and exemptions as may be required under any applicable law or regulation to enable it or any Obligor to perform its obligations under, and ensure the validity or enforceability of, each of the Transaction Documents are obtained and promptly renewed from time to time and will procure that the terms of the same are complied with at all times. Insofar as such filings or registrations have not been completed on or before the Drawdown Date the Borrower will procure the filing or registration within applicable time limits of each Security Document which requires filing or registration together with all ancillary documents required to preserve the priority and enforceability of the Security Documents.

10.5	Negative pledge

The Borrower will not create or permit to subsist any Encumbrance on the whole or any part of its present or future assets, except for the following:

10.5.1

Encumbrances created with the prior written consent of the Lenders; or

10.5.2

Permitted Liens,

[**]

10.6	Disposals

Except with the prior consent of all the Lenders, the Borrower shall not, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of any of its assets except in the case of items being replaced or renewed provided that the net impact is not a reduction in the value of the Vessel provided that the number of vessels in the Group Fleet on the Second Restatement Date shall not be decreased by more than half.

10.7	Change of business

Except with the prior consent of the Agent, the Borrower shall not make or threaten to make any substantial change in its business as presently conducted, namely that of a single ship owning company for the Vessel, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect, in the opinion of the Agent, the Borrower’s ability to perform its obligations hereunder and the Borrower will procure that the other Obligors continue, throughout the Security Period, to perform their current business activities provided that any change or discontinuation in the business activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related Transactions shall be permitted.

10.8	Mergers

Except with the prior consent of the Lenders, the Borrower will not enter into any amalgamation, restructure, substantial reorganisation, merger, de-merger or consolidation or anything analogous to the foregoing nor will it acquire any equity, share capital or obligations of any corporation or other entity.

10.9	Maintenance of status and franchises

The Borrower will do all such things as are necessary to maintain its corporate existence in good standing and will ensure that it has the right and is duly qualified to conduct its business as it is conducted in all applicable jurisdictions and will obtain and maintain all franchises and rights necessary for the conduct of its business.

10.10

Financial records

The Borrower will keep proper books of record and account, in which proper and correct entries shall be made of all financial transactions and the assets, liabilities and business of the Borrower in accordance with GAAP.

10.11

Financial indebtedness and subordination of indebtedness

10.11.1

Otherwise than in the ordinary course of business as owner of the Vessel, except as contemplated by this Agreement and except any loan, advance or credit extended by the Guarantor or any member of the Group which is a wholly owned Subsidiary of the Guarantor, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset).

10.11.2

The Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the Guarantor) is at all times fully subordinated to the Security Documents and the obligations of the Borrower hereunder. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of the Guarantor. Upon the occurrence of an Event of Default the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any other Obligor. In this Clause “fully subordinated” shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Finance Parties under this Agreement and the other Security Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the Vessel, her Earnings or Insurances or the Borrower and it will not compete with the Finance Parties or any of them in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the Vessel, her Earnings or Insurances.

10.12

Pooling of earnings and charters

The Borrower will not enter into in respect of the Vessel, nor permit to exist:

10.12.1

any pooling agreement or other arrangement for the sharing of any of the Earnings or the expenses of the Vessel except with a member of the Group and provided that it does not adversely affect the rights of the Finance Parties under the Assignment of Earnings in the reasonable opinion of the Agent; or

10.12.2

any demise or bareboat charter; or

10.12.3

any charter whereunder two (2) months’ charterhire (or the equivalent thereof) is payable in advance in respect of the Vessel; or

10.12.4

any charter of the Vessel or contract of affreightment or employment which, with the exercise of options for extension, could be for a period longer than thirteen (13) months; or

10.12.5

any charter of the Vessel or contract of affreightment or employment whereunder the hire payable is below approximately the market rate prevailing when the Vessel’s letting or employment is fixed,

but if, with the prior written consent of the Agent, the Borrower enters into in respect of the Vessel a charter with a company outside the Group, the Borrower hereby undertakes to execute in favour of the Finance Parties an assignment of such charter and the Earnings therefrom such assignment to be in substantially the form of the Assignment of Earnings and as required by the Agent provided however that the Borrower may in respect of the Vessel enter into a bareboat charter in form approved by the Agent with any company which is a member of the Group provided that if so requested by the Agent and without limitation:

10.12.6

any such bareboat charterer shall enter into such deeds (including but not limited to a subordination and assignment deed), agreements and indemnities as the Agent shall in its sole discretion require prior to entering into the bareboat charter with the Borrower; and

10.12.7

the Borrower shall assign the benefit of any such bareboat charter and its interest in the Insurances to the Finance Parties by way of further security for the Borrower’s obligations under the Security Documents.

10.13

Loans and guarantees by the Borrower

Otherwise than in the ordinary course of business as owner of the Vessel, the Borrower will not make any loan or advance or extend credit to any person, firm or corporation or issue or enter into any guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other person, firm or corporation.

10.14

Management and employment

Except with the prior consent of the Agent, the Borrower will not:

10.14.1

permit any person other than the Manager to be the manager of, including providing crewing services to, the Vessel;

10.14.2

permit any amendment to be made to the terms of the Management Agreement unless the amendment is advised by the Borrower’s tax counsel or is deemed necessary by the parties thereto to reflect the prevailing circumstances but provided that the amendment does not imperil the security to be provided pursuant to the Security Documents or adversely affect the ability of any Obligor to perform its obligations under the Transaction Documents; or

10.14.3

permit the Vessel to be employed other than within the NCL brand.

10.15

Acquisition of shares

The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its shares to be held other than directly or indirectly by the Guarantor.

10.16

Trading with the United States of America

The Borrower shall in respect of the Vessel take all reasonable precautions to prevent any infringements of the Anti-Drug Abuse Act of 1986 of the United States of America (as the same may be amended and/or re-enacted from time to time hereafter) or any similar legislation applicable to the Vessel in any other jurisdiction in which the Vessel shall trade (a “Relevant Jurisdiction” ) where the Vessel trades in the territorial waters of the United States of America or a Relevant Jurisdiction and, for this purpose, the Borrower shall, inter alia, enter into a “Carrier Initiative Agreement” with the United States’ Customs Service (if such is possible) or into voluntary arrangements made under the Customs-Trade Partnership Against Terrorism of the United States of America (if such is possible and appropriate to cruise vessels) and procure that the same (or a similar agreement or arrangement in a Relevant Jurisdiction) is maintained in full force and effect and its obligations thereunder performed by it in respect of the Vessel throughout any period of United States of America (including coastal waters over which it claims jurisdiction) or Relevant Jurisdiction related trading.

10.17

Further assurance

The Borrower will, from time to time on being required to do so by the Agent, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form satisfactory to the Agent as the Agent may reasonably consider necessary for giving full effect to any of the Transaction Documents or the Coface Insurance Policy or securing to the Finance Parties the full benefit of the rights, powers and remedies conferred upon the Finance Parties or any of them in any such Transaction Document.

10.18

Valuation of the Vessel

10.18.1

The Borrower will from time to time (but at intervals no more frequently than annually at the Borrower’s expense unless an Event of Default has occurred and is continuing) within thirty (30) days of receiving any request to that effect from the Agent, procure that the Vessel is valued by an independent reputable shipbroker or shipvaluer experienced in valuing cruise ships appointed by the Borrower and approved by the Agent (which approval shall not be unreasonably withheld or delayed and such valuation to be made with or without taking into account the benefit or otherwise of any fixed employment relating to the Vessel as the Agent may require).

10.18.2

If the Borrower does not accept the valuation obtained pursuant to Clause 10.18.1 (the “First Valuation” ) it may (at its own expense) within five (5) Business Days of receipt of the First Valuation obtain a second valuation (the “Second Valuation” ) from another independent reputable shipbroker or shipvaluer experienced in valuing cruise ships appointed by the Borrower and approved by the Agent which approval shall not be unreasonably withheld or delayed.

10.18.3

3 If the Second Valuation exceeds the First Valuation by a margin of no less than ten per cent. (10%) of the First Valuation the Borrower may at its expense forthwith upon receipt of the Second Valuation request the shipbrokers and/or shipvaluers appointed pursuant to Clauses 10.18.1 and 10.18.2 to obtain a third valuation (the “Third Valuation” ) from a further independent reputable shipbroker or shipvaluer experienced in valuing cruise ships approved by the Agent such approval not to be unreasonably withheld or delayed. Subject to the Third Valuation being made available within five (5) Business Days of the date of the Second Valuation, the valuation of the Vessel will be determined on the basis of the average of the three valuations so obtained. If the Third Valuation is not made available within the aforementioned time limit, the Vessel shall be valued on the basis of the average of the First Valuation and the Second Valuation.

10.18.4

The Borrower shall procure that forthwith upon the issuance of any valuation obtained pursuant to this Clause 10.2 a copy thereof is sent directly to the Agent for review.

10.19

Earnings

The Borrower will procure that the Earnings (if any) are paid in full without set off and free and clear of and without deduction for any taxes levies duties imposts charges fees restrictions or conditions of any nature whatsoever.

10.20

Insurances

The Borrower covenants with the Finance Parties and undertakes:

10.20.1

from the Delivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in the currency in which the Loan is denominated approved by the Agent but not being less than the greater of:

(a)

one hundred and twenty five per cent. (125%) of the amount of the Loan; and

(b)

the full market and commercial value of the Vessel determined in accordance with Clause 10.2 from time to time

through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:

(i)

fire and marine risks including but without limitation hull and machinery and all other risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;

(ii)

war risks and war risks (protection and indemnity) up to the insured amount;

(iii)

excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;

(iv)

protection and indemnity risks with full standard coverage as offered by first-class protection and indemnity associations and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if reasonably requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Date until the end of the Security Period);

(v)

when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks; and

(vi)

such other risks as the Agent may from time to time reasonably require;

person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Finance Parties in similar terms mutatis mutandis to the Assignment of Insurances;

10.20.2

to agree that the Agent shall take out mortgagee interest insurance on such conditions as the Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in the currency in which the Loan is denominated of one hundred and ten per cent. (110%) of the amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Agent reimburse the Agent for the costs of effecting and/or maintaining any such insurance(s) and the Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Agent);

10.20.3

if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ” ) as such term is defined in the US Oil Pollution Act 1990 ( “OPA” ), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:

(a)

to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;

(b)

to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;

(c)

to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;

(d)

to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.20.3(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;

(e)

in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;

(f)

to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and

(g)

strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;

10.20.4

to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;

10.20.5

to execute and deliver all such documents and do all such things as may be necessary to confer upon the Finance Parties legal title to the Insurances in respect of the Vessel and to procure that the interest of the Finance Parties is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;

10.20.6

to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls solely attributable to the Vessel;

10.20.7

punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;

10.20.8

to renew each of the Insurances on the Vessel at least five (5) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least five (5) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;

10.20.9

to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;

10.20.10

to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;

10.20.11

not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;

10.20.12

not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss;

10.20.13

promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess [**];

10.20.14

to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;

10.20.15

that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and

10.20.16

to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s expense up to an amount of ten thousand euro (EUR10,000) annually, except in the case that the Delivery Date and any renewal or amendment of the Insurances to be assigned to the Finance Parties pursuant to the Assignment of Insurances fall within one (1) year of each other or such Insurances are amended within one (1) year of the Delivery Date or their renewal (as the case may be)) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.

10.21

Operation and maintenance of the Vessel

From the Delivery Date until the end of the Security Period at its own expense the Borrower will:

10.21.1

keep the Vessel in a good and efficient state of repair so as to maintain it to the highest classification notation available for the Vessel of its age and type free of all recommendations and qualifications with Det Norske Veritas. On the Delivery Date and annually thereafter, it will furnish to the Agent a statement by such classification society that such classification notation is maintained. It will comply with all recommendations, regulations and requirements (statutory or otherwise) from time to time applicable to the Vessel and shall have on board as and when required thereby valid certificates showing compliance therewith and shall procure that all repairs to or replacements of any damaged, worn or lost parts or equipment are carried out (both as regards workmanship and quality of materials) so as not to diminish the value or class of the Vessel. It will not make any substantial modifications or alterations to the Vessel or any part thereof which would reduce the market and commercial value of the Vessel determined in accordance with Clause 10.18 without the prior consent of the Agent;

10.21.2

submit the Vessel to continuous survey in respect of its machinery and hull and such other surveys as may be required for classification purposes and, if so required by the Agent, supply to the Agent copies in English of the survey reports;

10.21.3

permit surveyors or agents appointed by the Agent to board the Vessel at all reasonable times to inspect its condition or satisfy themselves as to repairs proposed or already carried out and afford all proper facilities for such inspections;

10.21.4

comply, or procure that the Manager will comply, with the ISM Code (as the same may be amended from time to time) or any replacement of the ISM Code (as the same may be amended from time to time) and in particular, without prejudice to the generality of the foregoing, as and when required to do so by the ISM Code and at all times thereafter:

(a)

hold, or procure that the Manager holds, a valid Document of Compliance duly issued to the Borrower or the Manager (as the case may be) pursuant to the ISM Code and a valid Safety Management Certificate duly issued to the Vessel pursuant to the ISM Code;

(b)

provide the Agent with copies of any such Document of Compliance and Safety Management Certificate as soon as the same are issued; and

(c)

keep, or procure that there is kept, on board the Vessel a copy of any such Document of Compliance and the original of any such Safety Management Certificate;

10.21.5

comply, or procure that the Manager will comply, with the ISPS Code (as the same may be amended from time to time) or any replacement of the ISPS Code (as the same may be amended from time to time) and in particular, without prejudice to the generality of the foregoing, as and when required to do so by the ISPS Code and at all times thereafter:

(a)

keep, or procure that there is kept, on board the Vessel the original of the International Ship Security Certificate; and

(b)

keep, or procure that there is kept, on board the Vessel a copy of the ship security plan prepared pursuant to the ISPS Code;

10.21.6

comply with Annex VI (as the same may be amended from time to time) or any replacement of Annex VI (as the same may be amended from time to time) and in particular, without limitation, to:

(a)

procure that the Vessel’s master and crew are familiar with, and that the Vessel complies with, Annex VI; and

(b)

maintain for the Vessel throughout the Security Period a valid and current IAPPC and provide a copy to the Agent; and

(c)

notify the Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the IAPPC;

10.21.7

not employ the Vessel or permit its employment in any trade or business which is forbidden by any applicable law or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render it liable to

condemnation in a prize court or to destruction, seizure or confiscation or that may expose the Vessel to penalties. In the event of hostilities in any part of the world (whether war be declared or not) it will not employ the Vessel or permit its employment in carrying any contraband goods;

10.21.8

promptly provide the Agent with (a) all information which the Agent may reasonably require regarding the Vessel, its employment, earnings, position and engagements (b) particulars of all towages and salvages and (c) copies of all charters and other contracts for its employment and otherwise concerning it;

10.21.9

give notice to the Agent promptly and in reasonable detail upon the Borrower or any other Obligor becoming aware of:

(a)

accidents to the Vessel involving repairs the cost of which will or is likely to exceed [**];

(b)

the Vessel becoming or being likely to become a Total Loss;

(c)

any recommendation or requirement made by any insurer or classification society or by any competent authority which is not complied with, or cannot be complied with, within any time limit relating thereto and that might reasonably affect the maintenance of either the Insurances or the classification of the Vessel;

(d)

any writ or claim served against or any arrest of the Vessel or the exercise of any lien or purported lien on the Vessel, her Earnings or Insurances;

(e)

the Vessel ceasing to be registered under the flag of the Maritime Registry or anything which is done or not done whereby such registration may be imperilled;

(f)

it becoming impossible or unlawful for it to fulfil any of its obligations under the Security Documents; and

(g)

anything done or permitted or not done in respect of the Vessel by any person which is likely to imperil the security created by the Security Documents;

10.21.10

promptly pay and discharge all debts, damages and liabilities, taxes, assessments, charges, fines, penalties, tolls, dues and other outgoings in respect of the Vessel and keep proper books of account in respect thereof provided always that the Borrower shall not be obliged to compromise any debts, damages and liabilities as aforesaid which are being contested in good faith subject always that full details of any such contested debt, damage or liability which, either individually or in aggregate exceeds [**] shall forthwith be provided to the Agent. As and when the Agent may so require the Borrower will make such books available for inspection on behalf of the Agent and provide evidence satisfactory to the Agent that the wages and allotments and the insurance and pension contributions of the master and crew are being regularly paid, that all deductions of crew’s wages in respect of any tax liability are being properly accounted for and that the master has no claim for disbursements other than those incurred in the ordinary course of trading on the voyage then in progress or completed prior to such inspection;

10.21.11

maintain the type of the Vessel as at the Delivery Date and not put the Vessel into the possession of any person without the prior consent of the Agent for the purpose of work being done on it in an amount exceeding or likely to exceed [**] unless such person shall first have given to the Agent a written undertaking addressed to the Agent in terms satisfactory to the Agent agreeing not to exercise a lien on the Vessel or her Earnings for the cost of such work or for any other reason;

10.21.12

promptly pay and discharge all liabilities which have given rise, or may give rise, to liens or claims enforceable against the Vessel under the laws of all countries to whose jurisdiction the Vessel may from time to time be subject and in particular the Borrower hereby agrees to indemnify and hold the Finance Parties, their successors, assigns, directors, officers, shareholders, employees and agents harmless from and against any and all claims, losses, liabilities, damages, expenses (including attorneys, fees and expenses and consultant fees) and injuries of any kind whatsoever asserted against the Finance Parties, with respect to or as a result of the presence, escape, seepage, spillage, release, leaking, discharge or migration from the Vessel or other properties owned or operated by the Borrower of any hazardous substance, including without limitation, any claims asserted or arising under any applicable environmental, health and safety laws, codes and ordinances, and all rules and regulations promulgated thereunder of all governmental agencies, regardless of whether or not caused by or within the control of the Borrower subject to the following:

(a)

it is the parties’ understanding that the Finance Parties do not now, have never and do not intend in the future to exercise any operational control or maintenance over the Vessel or any other properties and operations owned or operated by the Borrower, nor in the past, presently, or intend in the future to, maintain an ownership interest in the Vessel or any other properties owned or operated by the Borrower except as may arise upon enforcement of the Lenders’ rights under the Mortgage;

(b)

the indemnity and hold harmless contained in this Clause 20.21.12 shall not extend to the Finance Parties in their capacity as equity investors in the Borrower or as an owner of any property or interest as to which the Borrower is also owner but only to their capacity as lenders, holders of security interests or beneficiaries of security interests; and

(c)

unless and until an Event of Default shall have occurred and without prejudice to the right of each Lender to be indemnified pursuant to this Clause 20.21.12:

(i)

each Lender will, if it is reasonably practicable to do so, notify the Borrower upon receiving a claim in respect of which the relevant Lender is or may become entitled to an indemnity under this Clause 20.21.12;

(ii)

subject to the prior written approval of the relevant Lender which the Lender shall have the right to withhold, the Borrower will be entitled to take, in the name of the relevant Lender, such action as the Borrower may see fit to avoid, dispute, resist, appeal, compromise or defend any such claims, losses, liabilities, damages, expenses and injuries as are referred to above in this Clause 20.21.12 or to recover the same from any third party,

subject to the Borrower first ensuring that the relevant Lender is secured to its reasonable satisfaction against all expenses thereby incurred or to be incurred; and

(iii)

the relevant Lender will, to the extent that it is reasonably practicable to do so, seek the approval of the Borrower (such approval not to be unreasonably withheld or delayed) before making any admission of liability, agreement or compromise with a third party, or any payment to a third party, in respect of such claims, losses, liabilities, damages, expenses and injuries as are referred to above in this Clause 10.21.12 and, to the extent that the Borrower is entitled to take action in accordance with sub-clause (ii) above and subject to the Borrower first ensuring that the relevant Lender is secured to its reasonable satisfaction against all expenses thereby incurred or to be incurred, the relevant Lender will provide such information, assistance and other co-operation as the Borrower may reasonably request in connection with such action,

provided always that the Borrower shall not be obliged to compromise any liabilities as aforesaid which are being contested in good faith subject always that full details of any such contested liabilities which, either individually or in aggregate, [**] shall be forthwith provided to the Agent. If the Vessel is arrested or detained for any reason it will procure its immediate release by providing bail or taking such other steps as the circumstances may require;

10.21.13

give to the Agent at such times as it may from time to time reasonably require a certificate, duly signed on its behalf, as to the total amount of any debts, damages and liabilities relating to the Vessel and details of such of those debts, damages and liabilities as are over a certain amount to be specified by the Agent at the relevant time and, if so required by the Agent, forthwith discharge such of those debts, damages and liabilities as the Agent shall require other than those being contested in good faith; and

10.21.14

maintain the registration of the Vessel under and fly the flag of the Maritime Registry and not do or permit anything to be done whereby such registration may be forfeited or imperilled.

10.22

Dividends

The Borrower will procure that any dividends or other distributions and interest paid or payable in connection with such dividends or other distributions will be received promptly by the Guarantor directly or indirectly from the Borrower’s shareholder (if such shareholder is not the Guarantor) by way of dividend.

10.23

Irrevocable funding and payment instructions

None of the Agent, the Lenders or the Borrower shall modify, revoke or withhold the instructions set out in Clauses 3.2 and 3.3 without the agreement of the Builder (in the case of Clause 3.3.1 only), the Agent, the Lenders or the other Lenders (as the case may be) and the Swap Agent (in the case of Clause 3.2 only).

10.24

“Know your customer” checks

If:

10.24.1

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

10.24.2

any change in the status of a Borrower after the date of this Agreement; or

10.24.3

a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of Clause 10.24.3, any prospective New Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in Clause 10.24.3, on behalf of any prospective New Lender) in order for the Agent, such Lender or, in the case of the event described in Clause 10.24.3, any prospective New Lender 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.

10.25

Building Contract

The Borrower shall not substantially modify the Building Contract, directly or indirectly, if, by reason of regulations which apply to a Lender, such modification would make such Lender’s Commitment impossible to fulfil or would change the substance or form of its Commitment. The Borrower may, therefore, submit to the Lenders any proposals for modification which, in its opinion, might have such a consequence, and the Lenders will indicate in a timely manner whether the modification proposed will allow the Loan to be maintained.

On or about the last day of each successive period of three (3) months commencing on the date of this Agreement and on the date of the Drawdown Notice, the Borrower undertakes to provide the Agent with a copy of any Change Order entered into during that three (3) month or other period. The Borrower also undertakes to notify the Agent of any change in the Intended Delivery Date as soon as practicable after the change has occurred.

11.	PREPAYMENT

11.1

The Borrower may prepay all or part of the Loan (but if in part being an amount that reduces the Loan by a minimum amount of one (1) repayment instalment of principal of the Loan) without penalty provided the prepayment is made on the relevant interest payment date and one (1) month’s prior written notice indicating the intended date of prepayment is given to the Agent, but compensation shall be payable to the Lenders in the sum of the difference (if positive), calculated by the Lenders, between the actual cost for the Lenders of the funding for the Loan and the rate of interest for the monies to be invested by the Lenders, applied to the amounts so prepaid for the period from said prepayment until the next interest prepayment date (if prepayment does not occur on an interest payment date). Details of any such calculation shall be supplied to the Borrower by the Lenders.

11.2	Any prepayment of the Loan shall be made together with all other sums due under this Agreement.

11.3	Amounts prepaid shall be applied in accordance with Clause 17.

11.4	Amounts prepaid may not be reborrowed.

12.	INTEREST ON LATE PAYMENTS

Without prejudice to the provisions of Clause 13 and without this Clause in any way constituting a waiver of terms of payment, all sums due by the Borrower under this Agreement will automatically bear interest on a day to day basis from the date when they are payable until the date of actual payment at the higher of:

12.1.1

Overnight LIBOR plus [**]; and

12.1.2

the applicable interest rate fixed for the latest Interest Period plus [**].

To the extent that such amounts as set out in this Clause remain unpaid for a twelve (12) month period (after first becoming due), the unpaid interest will itself accrue interest at the rate set out in this Clause until actual payment occurs.

13.	ACCELERATION – EVENTS OF DEFAULT

13.1	If any one of the Events of Default set out in Clause 13.2 occurs and is continuing:

13.1.1

if the Loan has not been drawn down, no drawing under the Loan may be requested from the Lenders; or

13.1.2

if the Loan has already been drawn down, the Lenders may require immediate payment of the outstanding principal amount of the Loan (including but without limitation the amount representing the financed Coface Premium) together with all other sums due under this Agreement:

13.2	The following are the Events of Default referred to in Clause 13.1:

13.2.1

Non-payment

The Borrower or any other Obligor does not pay on the due date any amount of principal or interest of the Loan (provided however that if any such amount is not paid when due solely by reason of some error or omission on the part of the bank or banks through whom the relevant funds are being transmitted no Event of Default shall occur for the purposes of this Clause 13.2.1 until the expiry of three (3) Business Days following the date on which such payment is due), or within three (3) Business Days of the due date any other amount payable by it under any Security Document to which it may at any time be a party including but without limitation any amount payable by the Guarantor under the Guarantee, at the place and in the currency in which it is expressed to be payable.

13.2.2

Breach of other obligations

(a)

Any Obligor fails to comply with any provision of any Security Document and in particular but without limitation any failure by the Guarantor to comply with the provisions of Clauses 9 (General Undertakings: Positive

Covenants), 10 (General Undertakings: Negative Covenants) and/or 11 (Financial Undertakings and Ownership and Control of the Guarantor) of the Guarantee or there is any breach in the sole opinion of the Agent of any of the Transaction Documents.

If the Loan has already been drawn down, an Event of Default shall not have arisen if the failure (if in the opinion of the Agent in its sole discretion it is capable of remedy) has been remedied within a period of thirty (30) days from the date of its occurrence, if the failure was known to that Obligor, or from the date the relevant Obligor is notified by the Agent of the failure, if the failure was not known to that Obligor, unless in any such case as aforesaid the Agent in its sole discretion considers that the failure is or could reasonably be expected to become materially prejudicial to the interests, rights or position of the Lenders; or

(b)

If there is a repudiation or termination of any Transaction Document or if any of the parties thereto becomes entitled to terminate or repudiate any of them and evidences an intention so to do.

13.2.3

Misrepresentation

Any representation, warranty or statement made or repeated in, or in connection with, any Transaction Document or the Coface Insurance Policy or in any accounts, certificate, statement or opinion delivered by or on behalf of any Obligor thereunder or in connection therewith is materially incorrect when made or would, if repeated at any time hereafter by reference to the facts subsisting at such time, no longer be materially correct.

13.2.4

Cross default

(a)

Any event of default occurs under any financial contract or financial document relating to any Financial Indebtedness of any member of the Group;

(b)

Any such Financial Indebtedness or any sum payable in respect thereof is not paid when due (after the expiry of any applicable grace period(s)) whether by acceleration or otherwise;

(c)

Any Encumbrance over any assets of any member of the Group becomes enforceable;

(d)

Any other Financial Indebtedness of any member of the Group is not paid when due or is or becomes capable of being declared due prematurely by reason of default or any security for the same becomes enforceable by reason of default;

provided that:

(i)

No Event of Default will arise if the relevant Financial Indebtedness is not accelerated or, if it is accelerated but, in aggregate, the Financial Indebtedness is less than [**]; and

(ii)

Financial Indebtedness being contested by the Borrower in good faith will be disregarded for a period of [**] from its occurrence if full details of the

dispute are submitted to the Agent forthwith upon its occurrence. If the dispute remains unresolved for a period of more than [**] from its occurrence, this Clause 13.2.4 shall not apply to that Financial Indebtedness.

13.2.5

Winding-up

Subject to clause 10.6 of the Guarantee, any order is made or an effective resolution passed or other action taken for the suspension of payments or reorganisation, dissolution, termination of existence, liquidation, winding-up or bankruptcy of any member of the Group.

13.2.6

Moratorium or arrangement with creditors

A moratorium in respect of all or any debts of any member of the Group or a composition or an arrangement with creditors of any member of the Group or any similar proceeding or arrangement by which the assets of any member of the Group are submitted to the control of its creditors is applied for, ordered or declared or, [**].

13.2.7

Appointment of liquidators etc.

A liquidator, trustee, administrator, receiver, administrative receiver, manager or similar officer is appointed in respect of any member of the Group or in respect of all or any substantial part of the assets of any member of the Group and in any such case such appointment is not withdrawn within thirty (30) days (the “Grace Period” ) unless the Agent considers in its sole discretion that the interest of the Lenders might reasonably be expected to be adversely affected in which event the Grace Period shall not apply.

13.2.8

Insolvency

Any member of the Group becomes or is declared insolvent or is unable, or admits in writing its inability, to pay its debts as they fall due or becomes insolvent within the terms of any applicable law.

13.2.9

Legal process

Any distress, execution, attachment or other process affects the whole or any substantial part of the assets of any member of the Group and remains undischarged for a period of twenty one (21) days or any uninsured judgment in excess of [**] following final appeal remains unsatisfied for a period of thirty (30) days in the case of a judgment made in the United States of America and otherwise for a period of sixty (60) days provided that no Event of Default shall be deemed to have occurred unless the distress, execution, attachment or other process adversely affects any Obligor’s ability to meet any of its material obligations under this Agreement or the other Security Documents or cause to occur any of the events specified in Clauses 13.2.5 to 13.2.8 (the determination of which shall be in the Agent’s sole discretion).

13.2.10

Analogous events

Anything analogous to or having a substantially similar effect to any of the events specified in Clauses 13.2.5 to 13.2.9 shall occur under the laws of any applicable jurisdiction.

13.2.11

Cessation of business

Subject to clause 10.6 of the Guarantee, any member of the Group ceases to carry on all or a substantial part of its business.

13.2.12

Revocation of consents

Any authorisation, approval, consent, licence, exemption, filing, registration or notarisation or other requirement necessary to enable any Obligor to comply with any of its obligations under any of the Transaction Documents is materially adversely modified, revoked or withheld or does not remain in full force and effect and within ninety (90) days of the date of its occurrence such event is not remedied to the satisfaction of the Agent and the Agent considers in its sole discretion that such failure is or might be expected to become materially prejudicial to the interests, rights or position of the Lenders provided that the Borrower shall not be entitled to the aforesaid ninety (90) day period if the modification, revocation or withholding of the authorisation, approval or consent is due to an act or omission of any Obligor and the Agent is satisfied in its sole discretion that the Lenders’ interests might reasonably be expected to be materially adversely affected.

13.2.13

Unlawfulness

At any time it is unlawful or impossible for any Obligor to perform any of its material (to the Finance Parties or any of them) obligations under any Transaction Document to which it is a party or it is unlawful or impossible for the Finance Parties or any Lender to exercise any of their or its rights under any of the Transaction Documents, provided that no Event of Default shall be deemed to have occurred where:

(a)

the unlawfulness or impossibility preventing any Obligor from performing its obligations (other than its payment obligations under this Agreement, the other Transaction Documents) is cured within a period of twenty one (21) days of the occurrence of the event giving rise to the unlawfulness or impossibility and the relevant Obligor within the aforesaid period, performs its obligation(s) (except where the unlawfulness or impossibility adversely affects any Obligor’s payment obligations under this Agreement, the other Transaction Documents (the determination of which shall be in the Agent’s sole discretion) in which case the following provisions of this Clause 13.2.13 shall not apply); and/or

(b)

where a Finance Party was aware of the default and could, in its sole discretion, mitigate the consequences of the unlawfulness or impossibility. The reasonable costs of mitigating the consequences of the unlawfulness or impossibility shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by the Finance Party with third parties.

13.2.14

Insurances

The Borrower fails to insure the Vessel in the manner specified in Clause 10.20 or fails to renew the Insurances at least five (5) days prior to the date of expiry thereof and produce prompt confirmation of such renewal to the Agent.

13.2.15

Disposals

If the Borrower or any other member of the Group shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or shall have made any transfer of its property to or for the benefit of a creditor with the intention of preferring such creditor over any other creditor.

13.2.16

Prejudice to security

Anything is done or suffered or omitted to be done by any Obligor which in the reasonable opinion of the Agent would or might be expected to imperil the security created by any of the Security Documents.

13.2.17

Material adverse change

Any material adverse change in the business, assets or financial condition of any Obligor occurs which in the reasonable opinion of the Agent would or might reasonably be expected to affect the ability of that Obligor duly to perform any of its material obligations under any Security Document to which it is or may at any time be a party. For the purposes of this Clause 13.2.17 and without prejudice to the generality of the expression “material obligations” any payment obligations of any Obligor shall be deemed material.

13.2.18

Governmental intervention

The authority of any member of the Group in the conduct of its business is wholly or substantially curtailed by any seizure or intervention by or on behalf of any authority and within ninety (90) days of the date of its occurrence any such seizure or intervention is not relinquished or withdrawn and the Agent reasonably considers that the relevant occurrence is or might be expected to become materially prejudicial to the interests, rights or position of the Lenders provided that the Borrower shall not be entitled to the aforesaid ninety (90) day period if the seizure or intervention executed by any authority is due to an act or omission of any member of the Group and the Agent is satisfied, in its sole discretion, that the Lenders’ interest might reasonably be expected to be materially adversely affected.

13.3

If at any time during the period commencing on the day after the date of this Agreement and ending on the date falling sixty (60) days before the Intended Delivery Date (the “Limited Period” ) any event should occur that would constitute an Event of Default, the Agent shall not be entitled to serve a notice under Clause 13.4 unless during the Limited Period:

13.3.1

there is a failure by an Obligor to perform any material obligation under the Transaction Documents on the relevant due date or within any applicable grace period, including but without limitation if the Guarantor fails to provide to the Agent the statement referred to in Clause 3.1.4 in the manner described in that Clause; or

13.3.2

the relevant event would imperil the security created by the Guarantee.

In no event shall the provisions of this Clause 13.3 be interpreted as a waiver of the Agent’s right to serve a notice under Clause 13.4 in respect of any Event of Default which has occurred and is continuing on the date falling sixty (60) days before the Intended Delivery Date.

13.4	Notice of any Event of Default and/or of the acceleration of the payment of the principal of the Loan, interest thereon and all other sums due under this Agreement shall be given by the Agent in accordance with Clause 27.

13.5	In no event shall any delay in exercising the Lenders’ right to require advance repayment be interpreted as a waiver of this right.

13.6	Furthermore, in case of such accelerated repayment following an Event of Default, the Borrower shall be liable to pay to the Agent, in addition to the Coface Premium pursuant to Clause 66, compensation calculated as provided for in Clause 11.

13.7

Following an Event of Default and for so long as the same is continuing, the Borrower irrevocably authorises the Agent and the Lenders to apply any credit balance to which the Borrower is entitled upon any account of the Borrower with any branch of any of the Agent and the Lenders in or towards satisfaction of any sum due to the Agent or any Lender hereunder but unpaid, and to combine any accounts of the Borrower for this purpose. If such set-off requires a credit balance in a currency other than the required currency to be transferred to an account maintained in connection herewith the transfer shall be effected by crediting to the account in question the amount of the required currency which the Agent or the Lender (as the case may be) could obtain by exchanging such currency for the required currency at the rate of exchange at which its Facility Office would, at the opening of business on the date on which the combination is effected, have sold the currency of that credit balance for the required currency for immediate delivery.

13.8

In the event that the accelerated amount is received by the Agent before the date of normal maturity of the accelerated interest payments, the Borrower shall, subject to no sums remaining due to the Lenders from the Borrower, be entitled to refund of interest for the actual number of days between the date on which the Lenders received the amount and the normal date for payment of such amount.

14.	MANDATORY PREPAYMENT

14.1	Subject to Clause 14.2, the Borrower shall forthwith prepay the outstanding principal amount of the Loan (including but without limitation the amount representing the financed Coface Premium) together with all other sums due under this Agreement if:

14.1.1

the Vessel shall become a Total Loss; or

14.1.2

if the Coface Insurance Policy is modified, suspended, terminated or rescinded unless caused by the wilful misconduct or gross negligence of a Finance Party.

14.2

However, if the Vessel shall become a Total Loss (but without prejudice to the Lenders’ rights to receive the proceeds of the Insurances or Compulsory Acquisition forthwith upon collection as may be provided for in the Mortgage and/or the Assignment of Insurances), the Borrower shall not be required to pay its indebtedness under this Agreement earlier than the date which is one hundred and fifty (150) days after the Total Loss Date.

14.3	The provisions of Clause 11 shall apply mutatis mutandis to any prepayment pursuant to this Clause 14.

15.	CURRENCY OF PAYMENT

The funds for payment of all sums due by the Borrower under this Agreement, shall be paid in Dollars or euro (in the case that the payment is due in euro) to the credit of:

15.1.1

the account of BNP Paribas, Paris, Swift code: [**], account number [**] with BNP Paribas S.A., The Equitable Building, 787 Seventh Avenue, New York, New York NY 10019, Swift code: [**], under the following reference: “BFI/LSI/BOCI Crédits Acheteurs - Commercial Loan Hull No D 33 dated 22 September 2006” in the case of Dollars; and

15.1.2

BNP Paribas, Paris, Swift code: [**], IBAN: [**], under the following reference: “BFI/LSI/BOCI Crédits Acheteurs - Commercial Loan Hull No D 33 dated 22 September 2006” in the case of euro.

These sums must be credited before 11.00 a.m. New York time or 11.00 a.m. Paris time (in the case that the payment is in euro) in freely transferable and convertible currency. For each payment to be made, the Borrower shall notify the Agent on the third Business Day prior to the due payment date that it will issue instructions to its bank (which shall be named in such notification) to make the relevant payment.

16.	SECURITY

All the Borrower’s payment obligations under this Agreement shall be secured by:

16.1.1

the Guarantee to be signed within ten (10) Business Days of the date of this Agreement in favour of the Finance Parties;

16.1.2

the Mortgage to be executed and registered in favour of the Finance Parties forthwith upon delivery of the Vessel; and

16.1.3

the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement to be executed in favour of the Finance Parties forthwith upon delivery of the Vessel.

17.	APPLICATION OF SUMS RECEIVED

All sums received under this Agreement by the Agent, on behalf of the Lenders, or by any of the Lenders for any reason whatsoever will, without prejudice to complementary provisions of the Mortgage, be applied:

17.1.1

in priority, to payments of any kind due or in arrears in the order of their due payment dates and first, to fees, charges and expenses, second, to interest payable pursuant to Clause 12, third, to interest payable pursuant to Clause 4, fourth, to the principal of the Loan payable pursuant to Clause 4 and, fifth, to any other sums due under this Agreement and, if relevant, pro rata to each of the Lenders; or

17.1.2

if no payments are in arrears or if these payments have been discharged as set out above, then and to sums remaining due under this Agreement and, if relevant, pro rata to each of the Lenders and in each case in inverse order of maturity, the interest being recalculated accordingly.

18.	CHANGES TO THE LENDERS

18.1	Assignments and transfers by the Lenders

Subject to this Clause 18, a Lender (the “Existing Lender” ) may:

18.1.1

assign its rights; or

18.1.2

transfer by novation its rights and obligations,

to another bank or financial institution which is authorised by the French Authorities to enter into French export credits (the “New Lender” ).

18.2	Conditions of assignment or transfer

18.2.1

The consent of the Borrower is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender.

18.2.2

The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed.

18.2.3

The assignment or transfer must be with respect to a minimum Commitment of [**] or, if less, the Existing Lender’s full Commitment.

18.2.4

An assignment will only be effective on:

(a)

receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

(b)

performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

18.2.5

A transfer will only be effective if the procedure set out in Clause 18.5 is complied with.

18.2.6

If:

(a)

a Lender assigns or transfers its rights or obligations under the Security Documents or changes its Facility Office; and

(b)

as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 8,

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

18.3	Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of [**]. The New Lender shall also pay to the Agent, upon demand, all reasonable costs and expenses, duties and fees, including but without limitation legal costs and out of pocket expenses, incurred by the Agent or the Lenders in connection with any necessary amendment to or supplementing of the Transaction Documents or any of them or the Coface Insurance Policy as a consequence of the assignment or transfer.

18.4	Limitation of responsibility of Existing Lenders

18.4.1

Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(a)

the legality, validity, effectiveness, adequacy or enforceability of the Security Documents or any other documents;

(b)

the financial condition of any Obligor;

(c)

the performance and observance by any Obligor of its obligations under the Security Documents or any other documents; or

(d)

the accuracy of any statements (whether written or oral) made in or in connection with any Security Document or any other document,

and any representations or warranties implied by law are excluded.

18.4.2

Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(a)

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Security Document; and

(b)

will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Security Documents or any Commitment is in force.

18.4.3

Nothing in any Security Document obliges an Existing Lender to:

(a)

accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 18; or

(b)

support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Security Documents or otherwise.

18.5	Procedure for transfer

18.5.1

Subject to the conditions set out in Clause 18.2 a transfer is effected in accordance with Clause 18.1.14 when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to Clause 18.5.2, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

18.5.2

The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

18.5.3

On the Transfer Date:

(a)

to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Security Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Security Documents and their respective rights against one another under the Security Documents shall be cancelled (being the “Discharged Rights and Obligations” );

(b)

each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(c)

the Agent, the Mandated Lead Arrangers, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Security Documents; and

(d)

the New Lender shall become a Party as a “Lender” .

18.6	Copy of Transfer Certificate to Borrower

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate.

18.7	Permitted disclosure

Any Finance Party may disclose to any of its Affiliates and to the following other persons:

18.7.1

any person to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement;

18.7.2

any person with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or any Obligor;

18.7.3

any person to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation;

18.7.4

any other Finance Party, or any employee, officer, director or representative of such entity which needs to know such information or receive such document in the course of such person’s employ or duties;

18.7.5

Coface, or any employee, officer, director or representative of such entity which needs to know such information or receive such document in the course of such person’s employ or duties;

18.7.6

the Guarantor or any other member of the Group, or any employee, officer, director or representative of such entity which needs to know such information or receive such document in the course of such person’s employ or duties; or

18.7.7

auditors, insurance and reinsurance brokers, insurers and reinsurers and professional advisers, including legal advisers, which need to know such information,

any information about any Obligor, this Agreement and the other Security Documents as that Finance Party shall consider appropriate. Each of the Finance Parties may also disclose to the Builder, or any employee, officer, director or representative of the Builder which needs to know such information or receive such document in the course of such person’s employ or duties, such information about any Obligor, this Agreement and the other Security Documents as that Finance Party reasonably considers normal practice for a French export credit.

Each of the Finance Parties acknowledges that all information received now or in the future from or on behalf of the Obligors under or pursuant to or in connection with the Transaction Documents or the Coface Insurance Policy (other than any information which is in the public domain other than as a result of a breach of this Clause) is confidential information and undertakes to advise this fact to any recipient of any such information under this Clause.

19.	CHANGES TO THE OBLIGORS

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Security Documents without the unanimous consent of the Lenders.

20.	ROLE OF THE AGENT AND THE MANDATED LEAD ARRANGERS

20.1	Appointment of the Agent

20.1.1

Each other Finance Party appoints the Agent to act as its agent under and in connection with this Agreement and the other Security Documents and the Coface Insurance Policy.

20.1.2

Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Security Documents together with any other incidental rights, powers, authorities and discretions.

20.2	Duties of the Agent

10.2.1

The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

10.2.2

Except where a Security Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

10.2.3

If the Agent receives notice from a Party referring to this Agreement, describing an Event of Default and stating that the circumstance described is an Event of Default, it shall promptly notify the other Finance Parties.

10.2.4

If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or a Mandated Lead Arranger) under this Agreement it shall promptly notify the other Finance Parties.

10.2.5

The Agent’s duties under the Security Documents are solely administrative in nature.

20.3	Role of the Mandated Lead Arrangers

None of the Mandated Lead Arrangers has any obligations of any kind to any other Party under or in connection with any Transaction Document or the Coface Insurance Policy.

20.4	No fiduciary duties

20.1.8

Nothing in this Agreement constitutes the Agent or any of the Mandated Lead Arrangers as a trustee or fiduciary of any other person.

20.1.9

Neither the Agent nor any of the Mandated Lead Arrangers shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

20.5	Business with the Guarantor

The Agent and each of the Mandated Lead Arrangers may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Affiliate or Subsidiary of the Guarantor.

20.6.1 Rights

and discretions of the Agent

20.6.1

The Agent may rely on:

(a)

any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(b)

any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

20.6.2

The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(a)

no Event of Default has occurred (unless it has actual knowledge of an Event of Default arising under Clause 13.2); and

(b)

any right, power, authority or discretion vested in any Party or the Lenders has not been exercised.

20.6.3

The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

20.6.4

The Agent may act in relation to the Security Documents through its personnel and agents.

20.6.5

The Agent may disclose to any other Party any information it reasonably believes it has received as the Agent under this Agreement.

20.6.6

Notwithstanding any other provision of any Security Document to the contrary, neither the Agent nor any of the Mandated Lead Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

20.7	Lenders’ instructions

20.7.1

Unless a contrary indication appears in a Security Document, the Agent shall:

(a)

exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Lenders (or, if so instructed by the Lenders, refrain from exercising any right, power, authority or discretion vested in it as the Agent); and

(b)

not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Lenders.

20.7.2

Unless a contrary indication appears in a Security Document, any instructions given by the Lenders will be binding on all the Finance Parties.

20.7.3

The Agent may refrain from acting in accordance with the instructions of the Lenders until it has received such security as it may require for any cost, loss or liability (together with any associated value added tax) which it may incur in complying with the instructions.

20.7.4

In the absence of instructions from the Lenders the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

20.7.5

The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Security Document.

20.8	Responsibility for documentation

The Agent is not responsible for:

20.8.1

the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, a Mandated Lead Arranger, an Obligor or any other person given in or in connection with any Transaction Document or the Coface Insurance Policy; or

20.8.2

the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Coface Insurance Policy or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Transaction Document or the Coface Insurance Policy.

20.9	Exclusion of liability

20.9.1

Without limiting Clause 20.9.2, the Agent will not be liable for any action taken by it under or in connection with any Security Document, unless directly caused by its gross negligence or wilful misconduct.

20.9.2

No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Security Document and any officer, employee or agent of the Agent may rely on this Clause.

20.9.3

The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Security Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

20.9.4

Nothing in this Agreement shall oblige the Agent or a Mandated Lead Arranger to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent and the Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or a Mandated Lead Arranger.

20.10

Lenders’ indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three (3) Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in acting as Agent under the Security Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Security Document).

20.11

Resignation of the Agent

20.11.1

The Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.

20.11.2

Alternatively the Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the Lenders (after consultation with the Borrower) may appoint a successor Agent.

20.11.3

If the Lenders have not appointed a successor Agent in accordance with Clause 20.11.2 within thirty (30) days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent.

20.11.4

The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Security Documents.

20.11.5

The Agent’s resignation notice shall only take effect upon the appointment of a successor.

20.11.6

Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Security Documents but shall remain entitled to the benefit of this Clause 20. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

20.11.7

After consultation with Coface, the Lenders may, by notice to the Agent, require it to resign in accordance with Clause 20.11.2. In this event, the Agent shall resign in accordance with Clause 20.11.2.

20.12

Confidentiality

20.12.1

In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

20.12.2

If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

20.13

Relationship with the Lenders

The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five (5) Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

20.14

Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Security Document, each Lender confirms to the Agent and each of the Mandated Lead Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Security Document including but not limited to:

20.14.1

the financial condition, status and nature of the Guarantor and each Subsidiary of the Guarantor;

20.14.2

the legality, validity, effectiveness, adequacy or enforceability of any Security Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Security Document;

20.14.3

whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Security Document, the transactions contemplated by the Security Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Security Document; and

20.14.4

the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Security Document, the transactions contemplated by the Security Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Security Document.

20.15

Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Security Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Security Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Security Documents that Party shall be regarded as having received any amount so deducted.

21.	CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

21.1.1

interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

21.1.2

oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

21.1.3

oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of tax.

22.	SHARING AMONG THE FINANCE PARTIES

22.1	Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party” ) receives or recovers any amount from an Obligor other than in accordance with Clause 23 and applies that amount to a payment due under the Security Documents then:

22.1.1

the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent;

22.1.2

the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 17 and Clause 23), without taking account of any tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

22.1.3

the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment” ) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 17 and Clause 23.

22.2	Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 17 and Clause 23.

22.3	Recovering Finance Party’s rights

22.3.1

On a distribution by the Agent under Clause 22.2, the Recovering Finance Party will, if possible under the relevant applicable laws, be subrogated to the rights of the Finance Parties which have shared in the redistribution.

22.3.2

If and to the extent that the Recovering Finance Party is not able to rely on its rights under Clause 22.3.1, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

22.4	Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

22.4.1

each Lender which has received a share of the relevant Sharing Payment pursuant to Clause 22.4 shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

22.4.2

that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.

22.5	Exceptions

22.5.1

This Clause 22 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.

22.5.2

A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(a)

it notified that other Finance Party of the legal or arbitration proceedings; and

(b)

that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

23.	PAYMENT MECHANICS

23.1	Payments to the Agent

23.1.1

On each date on which an Obligor or a Lender is required to make a payment under a Security Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Security Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

23.1.2

Payment shall be made to such account in a principal financial centre in a Participating Member State or London (or, in the case of any other currency, in the principal financial centre of the country of that currency) with such bank as the Agent specifies.

23.2	Distributions by the Agent

Each payment received by the Agent under the Security Documents for another Party shall, subject to Clause 23.3, Clause 23.4 and Clause 20.15 be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five (5) Business Days’ notice with a bank in a principal financial centre in a Participating Member State or London (or, in the case of any other currency, in the principal financial centre of the country of that currency).

23.3	Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with Clause 13.7 apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Security Documents or in or towards purchase of any amount of any currency to be so applied.

23.4	Clawback

23.4.1

Where a sum is to be paid to the Agent under the Security Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

23.4.2

If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

23.5	No set-off by Obligors

All payments to be made by an Obligor under the Security Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

23.6	Business Days

23.6.1

Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

23.6.2

During any extension of the due date for payment of any principal or unpaid sum under this Agreement interest is payable on the principal or unpaid sum at the rate payable on the original due date.

23.7	Currency of account

23.7.1

Subject to Clauses 23.7.2 and 23.7.3 Dollars is the currency of account and payment for any sum from an Obligor under any Security Document.

23.7.2

Each payment in respect of costs, expenses or taxes shall be made in the currency in which the costs, expenses or taxes are incurred.

23.7.3

Any amount expressed to be payable in a currency other than Dollars shall be paid in that other currency.

23.8	Change of currency

23.8.1

Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(a)

any reference in the Security Documents to, and any obligations arising under the Security Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Lenders and the Borrower); and

(b)

any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

23.8.2

If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Lenders and the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the relevant interbank market and otherwise to reflect the change in currency.

24.	GOVERNING LAW

This Agreement and any non-contractual obligations arising from or in connection with it shall be governed by English law.

25.	ENFORCEMENT

Jurisdiction of English courts

The courts of England have exclusive jurisdiction to settle any dispute:

25.1.1

arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement); or

25.1.2

relating to any non-contractual obligations arising from or in connection with this Agreement,

(a “Dispute” ). Each Party to this Agreement agrees that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

This Clause 25.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, any Finance Party may take concurrent proceedings in any number of jurisdictions.

25.2	Service of process

Without prejudice to any other mode of service allowed under any relevant law, the Borrower:

25.2.1

irrevocably appoints Clifford Chance Secretaries Limited as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

25.2.2

agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned.

26.	APPENDICES

The appendices form an integral part of this Agreement.

27.	NOTICES

Any notices and demands and, subject to Clause 25.2.1, service of process relating to this Agreement or its performance, shall be in writing and shall be validly addressed, delivered or served at the respective addresses below:

For the Borrower:

c/o 7665 Corporate Center Drive

Miami

Florida 33126

United States of America

Facsimile: +1 305 436 4140 (the Chief Financial Officer) and

+1 305 436 4117 (Legal Department)

Attention: the Chief Financial Officer and the Legal Department



		with a copy to:

		the Investors c/o Apollo Management, LP 9 West 57 ^th Street, 43 ^rd Floor New York, NY 10019 United States of America marked for the attention of Mr Steven Martinez Facsimile: +1 212 515 3288

For the Agent:		BNP Paribas ECEP/Export Finance ACI: CHDESA1 37 Place du Marché Saint-Honoré 75031 Paris Cedex 01 France
		Facsimile: +33 01 4316 8184/+33 01 4298 0029 Attention: Mrs Dominique Laplasse (Team Head)/ Mr Jean Philippe Poirier

For the Lenders:		c/o the Agent

or to such other address or numbers as each party may notify to the other. Notices shall be effective upon receipt as set forth above provided that if the copy of any notice is not received by the Investors it shall not affect the effectiveness of the notice. Any communications by facsimile shall be confirmed by registered mail or recognized international courier service, but the communication shall be deemed received on the date of the facsimile transmission (or if the day is not a business day in the place where the facsimile is received, on the next business day in that place).

Provided that for so long as no notice of acceleration has been issued pursuant to Clause 13.4, notices addressed to the Agent shall be deemed to have been addressed to the Lenders.

28.	MISCELLANEOUS

28.1	If any term of this Agreement becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

28.2

No failure or delay on the part of the Lenders in exercising any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise thereof preclude any other or further exercise thereof by the Lenders or the exercise by the Lenders of any other right, power or privilege. The rights and remedies of the Lenders herein provided are cumulative and not exclusive of any rights or remedies provided by law.

28.3	This Agreement shall not be capable of being modified otherwise than by an express modification in writing signed by the Borrower and the Lenders.

29.	COMING INTO FORCE

This Agreement shall come into force on the date of its signature but the rights and obligations of the Borrower hereunder may be terminated by written notice from the Borrower to the Agent, such notice to be received not later than sixty (60) days prior to the

Intended Delivery Date. Following service of such notice (which shall be irrevocable), the Borrower shall have no further right to draw down the Loan and the Borrower shall have no further obligations under this Agreement save in respect of fees, costs and expenses incurred under or in respect of this Agreement on or before the date on which the notice becomes effective or as a result of the service of the notice.

Service by the Borrower of the written notice in accordance with the preceding paragraph shall constitute a condition subsequent to this Agreement.

30.	STEERING COMMITTEE

30.1

Establishment

The Group-Wide Lenders shall establish the Steering Committee.

30.2

No obligation

Notwithstanding anything to the contrary expressed or implied herein, no member of the Steering Committee shall:

30.2.1

be bound to enquire as to the occurrence or otherwise of any Event of Default or as to the performance by the Borrower of its obligations under this Agreement;

30.2.2

be bound to disclose to any other person any information relating to the Borrower if such disclosure would or might in its opinion constitute a breach of any law or regulation or be otherwise actionable at the suit of any person;

30.2.3

have any responsibility to the Lenders or each other for:

(a)

the financial position, creditworthiness, affairs or prospects of the Borrower and the other Obligors;

(b)

the performance or non-performance howsoever by the Borrower of any of its obligations hereunder;

(c)

the due execution, effectiveness, genuineness, validity or enforceability of this Agreement or any document relating hereto or any filing or recording thereof or the taking of any other action whatsoever and howsoever in connection therewith or the collectability of any sum due hereunder;

(d)

be under any liability whatsoever for any consequence of relying on:

(i)

any written communication or document believed by it to be genuine or correct and to have been communicated or signed by the person by whom it is purported to have been communicated or signed; or

(ii)

the advice or opinions of any professional advisers selected by it or the Steering Committee;

(e)

be under any duty to account to any Lender for any sum received by it for its own account or the profit element of any such sum; or

(f)

be under any obligation other than those for which express provision is made herein.

30.3

Authority

Each member of the Steering Committee may:

30.3.1

carry out its duties through such officers, directors, employees, consultants or independent agents as it may in its unfettered discretion think fit;

30.3.2

assume that no Event of Default has occurred and that the Borrower is not in breach of its obligations under this Agreement unless the member has actual knowledge or actual notice to the contrary;

30.3.3

with the agreement of the Steering Committee, engage any internal or external lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained provided that the law firm appointed as principal advisers to the Steering Committee shall be approved by the Majority Group-Wide Lenders;

30.3.4

rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Guarantor upon a certificate signed by or on behalf of the Guarantor; and

30.3.5

rely upon any communication or document believed by it to be genuine.

30.4

No reliance

Notwithstanding the establishment of the Steering Committee, it is understood that each of the Lenders has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of the Borrower and the other Obligors and, accordingly, each of the Lenders warrants to the members of the Steering Committee that it has not relied and will not rely on the Steering Committee:

30.4.1

to check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Borrower or any other Obligor in connection with this Agreement; or

30.4.2

to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower or any other Obligor.

30.5

Standard of care

Subject to the terms of this Agreement, each member of the Steering Committee shall exercise the same care as it normally exercises in making and administering loans for its own account in performing its duties as a member of the Steering Committee but assumes no further responsibility in respect of such performance.

30.6

No liability

No member of the Steering Committee shall be under any liability as a result of taking or omitting to take any action in relation to the Group Credit Facilities and the Lenders will

not assert or seek to assert against any director, officer or employee of that member any claim they might have against any of them in respect of the matters referred to in this Clause 30.6.

30.7

No fiduciary relationship

The relationship between a member of the Steering Committee on the one part and each Lender on the other is that of agent and principal only and no member of the Steering Committee shall have a fiduciary relationship with or be, or be deemed to be, a trustee of or for any such party.

30.8

Not Agent

Notwithstanding the provisions of Clause 30.7, no member of the Steering Committee shall be regarded as the Agent or exercise any right, power or discretion expressly delegated to the Agent under this Agreement or the Security Documents.

30.9

Non-binding

Unless expressly authorised in writing by the Group-Wide Lenders and then on such terms and conditions as the Group-Wide Lenders may require, the Steering Committee shall not negotiate the terms of or enter into any agreement on behalf of the Group-Wide Lenders or any of them.

This Clause 30 may be relied upon by any member of the Steering Committee notwithstanding the second paragraph of Clause 1.2.

Made in five (5) originals on the date before written.


F3 TWO, LTD.				BNP PARIBAS
				(as Lender and as Agent)

by:				by:


its:				its:

CALYON				HSBC FRANCE

by:				by:


its:				its:

SOCIETE GENERALE

by:


its:

APPENDIX I

DOCUMENTS TO BE PRODUCED BY THE BUILDER TO BNP PARIBAS AS AGENT

Certified Copy of the commercial invoice, duly executed by the Builder in favour of the Borrower and countersigned by the Borrower.

Certified Copy of the Protocol of Delivery and Acceptance, duly executed by the Builder and the Borrower.

Certified Copy of the declaration of warranty, duly executed by the Builder confirming that the Vessel is delivered to the Borrower free and clear of all encumbrances whatsoever.

Certified Copy of the commercial invoice(s) corresponding to the Change Orders or any other similar document issued by the Builder stating the Change Order Amount, duly executed by the Builder in favour of the Borrower and countersigned by the Borrower.

Acknowledgement of the notice of assignment of the Borrower’s rights under the post-delivery warranty given by the Builder under the Building Contract pursuant to the Assignment of Warranty Rights.

Certified Copy of the power of attorney pursuant to which the authorised signatory of the Builder signed the documents referred to in this Appendix I and a specimen of his signature.

APPENDIX II

THE ORIGINAL LENDERS AND THE MANDATED LEAD ARRANGERS


Name	Registered Address	Registered Number with the Registry of Trade and Companies

BNP PARIBAS	16 boulevard des Italiens, 75009 Paris, France	662 042 449 (RCS Paris)

CREDIT AGRICOLE CORPORATE & INVESTMENT BANK (formerly known as Calyon)	9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France	304 187 701 (RCS Nanterre)

HSBC FRANCE	103 avenue des Champs Elysées, 75419 Paris, Cedex 08, France	775 670 284 (RCS Paris)

SOCIETE GENERALE	29 boulevard Haussmann, 75009 Paris, France	552 120 222 (RCS Paris)

each a French société anonyme

APPENDIX III

FORM OF TRANSFER CERTIFICATE

To: [ ] as Agent

From: [ The Existing Lender ] (the “Existing Lender” ) and [ The New Lender ] (the “New Lender” )

Dated:

Norwegian Epic, Ltd. ( formerly known as F3 Two, Ltd. ) - Equivalent Amount in Dollars of EUR662,905,320 Loan Agreement dated 22 September 2006 (as amended and/or restated) (the “Agreement”)

1.	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2.	We refer to Clause 18.5:

(a)

The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 18.5.

(b)

The proposed Transfer Date is [ ].

(c)

The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 27 are set out in the Schedule.

3.	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in Clause 18.4.13.

4.	This Transfer Certificate 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 Transfer Certificate.

5.	This Transfer Certificate is governed by English law.

THE SCHEDULE

Commitment/rights and obligations to be transferred

[ insert relevant details ]

[ Facility Office address, fax number and attention details for notices and account details for payments ]


[Existing Lender]		[New Lender]

By:		By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [ ].

[Agent]

By:

APPENDIX IV

FORM OF DRAWDOWN NOTICE

BNP Paribas

ECEP/Export Finance

ACI: CHDESA1

37 Place du Marché Saint-Honoré

75031 Paris Cedex 01

France

Date 2010

Dear Sirs

Hull No. D33 Drawdown Notice

We refer to the loan agreement for hull no. D33 dated 22 September 2006 as amended and/or restated made between ourselves as borrower, yourselves, Crédit Agricole Corporate & Investment Bank (formerly known as Calyon), HSBC France and Société Générale as lenders and yourselves as agent (the “Agreement” ). Terms defined in the Agreement shall have the same meaning in this Notice.

We hereby give you notice that pursuant to the Agreement and on [date of proposed drawdown] 2010, we wish to draw down the Loan (in the Equivalent Amount of the sum of [ ] euro (EUR[ ]) ¹ ) upon the terms and subject to the conditions contained therein.

In accordance with the provisions of Clause 3.3, we hereby request you to advance the Loan by crediting the proceeds as follows:

To the Builder:

(a)	the sum of [ ] euro (EUR[ ]) being the amount of the Contract Price of the Vessel prior to any Change Order remaining due under the Building Contract; and

(b)	the sum of [ ] euro (EUR[ ]) in respect of the Change Order Amount; and

To the Agent, in reimbursement of the related Coface Premium.

We confirm that at the date hereof the representations and warranties set out in Clause 9 of the Agreement are true and no Event of Default has occurred and is continuing.

Yours faithfully

for and on behalf of

NORWEGIAN EPIC, LTD.

(formerly known as F3 TWO, LTD. )

¹	The total of the amounts in paragraphs (a) and (b) and the amount of the Coface Premium in euro.

APPENDIX V

APOLLO-RELATED TRANSACTIONS

1	Subscription Agreement

1.1

At the closing of the transactions contemplated by the Subscription Agreement (the “Closing” ), the Investors shall pay to the Guarantor USD1,000,000,000 as payment for newly-issued ordinary shares ( “Ordinary Shares” ) in the capital of the Guarantor, par value USD1.00 per share (the “Subscribed Ordinary Shares” ). The Subscribed Ordinary Shares shall represent fifty per cent. (50%) of the issued and outstanding Ordinary Shares of the Guarantor as of the Closing.

1.2

On the Jade Transfer Date (i) NCL America Holdings will transfer the Jade Assets to NCL International (or one of NCL International’s existing or newly-formed subsidiaries), and the Jade Vessel shall be re-flagged in connection with such transfer from the US flag to the Bahamas flag provided that in the event that the transfer of the Jade Assets can be effected in a manner that the parties to the Subscription Agreement agree is more advantageous from a tax perspective than the manner set forth above, such transfer shall be effected in an alternative manner and (ii) NCL International (or one of its existing or newly-formed subsidiaries) will assume the Jade Liabilities (such transactions together the “Jade Transfer” ).

1.3

Effective as of the Closing, in consideration of the mutual covenants and agreements contained therein, the Guarantor has released, waived and forever discharged Star, its Subsidiaries and their respective predecessors, successors, assigns, officers, directors, shareholders, employees and agents and their respective counsel (for the benefit of Star and its Subsidiaries) from any and all actions, causes of actions, demands, suits, contracts, agreements, Encumbrances, Liabilities, or Losses of any type, based on any fact or circumstance arising prior to the Closing based on Star’s relationship with the Guarantor and its Subsidiaries prior to the Closing (including any claims relating to actual or alleged breaches of fiduciary or other duties by Star’s directors, officers or shareholders), whether based on contract or any applicable law (including tort, statute, local ordinance, regulation or any comparable law) in any jurisdiction.

1.4

Star, the Guarantor and the Investors have stated their mutual intention that, following the Closing, Star and the Guarantor continue their current policies and practices of close collaboration in support of their mutual efforts to develop their respective cruise line businesses, including providing assistance to each other in mutually-beneficial strategic initiatives, consultation, co-ordination, collaboration in shipbuilding and sharing of ship design and providing or assisting in obtaining any necessary consents and approvals relating to such initiatives, shipbuilding or ship design provided that in no event shall Star or the Guarantor be obligated to engage in any such efforts if such efforts could reasonably be expected to have an adverse effect on the operation or prospects of such party’s respective cruise line business.

1.5

Star has indemnification obligations running in favour of the Investors. In the event that the Investors suffer any indemnifiable Losses in cash, Star may elect in its sole discretion to have all or a portion of the indemnity obligation of Star deemed satisfied by having the Guarantor issue to the Investors additional Ordinary Shares.

1.6

If the transactions contemplated by the Subscription Agreement upon the Closing (as described in clause 1.1 of this Appendix) are consummated, at the Closing, the

Guarantor shall pay, by wire transfer of immediately available funds, to each Person who is the payee of any outstanding Guarantor Transaction Expenses as of the Closing Date, the amount owed to such Person. For the avoidance of doubt, in the event that the Closing Date transaction fee payable to either (i) an Affiliate of the Investors or (ii) Star or an Affiliate thereof exceeds, in either case, an amount which is equal to half of the amount paid to Citigroup Global Markets, Inc. or an Affiliate thereof for its mergers and acquisitions advisory fee, such excess amount shall be paid, with respect to (i), by Star, or with respect to (ii), by the Investors. If the transactions contemplated by the Subscription Agreement upon the Closing (as described in clause 1.1 of this Appendix) are not consummated, all costs and expenses incurred in connection with the Subscription Agreement and the transactions contemplated thereby shall be paid by the party incurring such costs and expenses.

2	Shareholders’ Agreement

For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

3	Reimbursement Agreement

3.1

NCL America Holdings Undertakings

Star and Investor I have agreed (the “NCLA Undertakings” ) to cause the Guarantor to conduct the NCLA Business in the usual and ordinary course of business after the Closing Date. In connection therewith, Star shall periodically reimburse the Guarantor for any NCLA Cash Losses up to the amount of the Cash Losses Cap.

3.2

Star Termination Election

At any time after the Closing Date, Star may give notice (the “Star Termination Election” ) to the Guarantor and Investor I that it is terminating the NCLA Undertakings. Following receipt by the Guarantor of the Star Termination Election, the parties to the Reimbursement Agreement shall then within thirty (30) days thereafter either (i) enter into the NCLA Continuation Agreement (as defined in clause 3.4 of this Appendix) or (ii) make the NCLA Wind-up Determination (as defined in clause 3.5 of this Appendix).

3.3

Guarantor Termination Election

In the event the Star Termination Election has not been delivered prior to 1 December 2008, then on the earlier of (i) such date and (ii) the date on which the aggregate amount of NCLA Cash Losses actually accrued equals or exceeds USD37,500,000, the Guarantor may give notice to Star (the “Guarantor Termination Election” ) that it is terminating the NCLA Undertakings. Following receipt by Star of the Guarantor Termination Election (a) the parties to the Reimbursement Agreement shall undertake the Shut Down Procedure (b) the America Assets shall be transferred by NCL America Holdings to NCL International (or one of its existing or newly-formed subsidiaries), which transfer shall be accomplished through liquidations to the extent necessary and NCL

International (or one of its existing or newly-formed subsidiaries) shall assume any liabilities associated with the America Assets, and the Pride of America Vessel shall be re-flagged in connection with such transfer from the US flag to the Bahamas flag (such transactions together the “America Transfer” ) (c) the Guarantor shall pay to Star an amount equal to USD460,000,000 less any America Accumulated Book Depreciation and less any Allocable America Indebtedness (d) the Guarantor shall prepay and/or cancel the relevant percentage of the term loan and revolving credit facilities outstanding under the credit facilities related to the Aloha Assets (and the lenders under such facilities shall release all of their liens on the Aloha Assets) and cause the transfer to Star (or one of its subsidiaries) of all of NCL America Holdings’ right, title and interest in the Aloha Assets free and clear of any Encumbrances through liquidations that qualify as complete liquidations under section 331 of the Code of NCL America Holdings, Pride of Aloha, Inc., a Delaware corporation, and each of NCL America Holdings’ other subsidiaries, to the extent necessary and (e) Star shall reimburse the Guarantor for any and all Shut Down Costs up to USD35,000,000 (each such payment, distribution or transaction, the “Wind Up Transactions” ). Following any decision to shut down the NCLA Business, any decision to sell or otherwise dispose of any of the assets of the NCLA Business (other than the Pride of America Vessel, the Pride of Aloha Vessel and their respective related assets) as part of the Shut Down Procedure shall be determined solely by Star. The net proceeds of any such sale or disposition(s) shall be deducted from and shall reduce the Shut Down Costs by such amount of net proceeds.

3.4

NCL America Holdings Continuation Agreement

In the event that Star has provided the Guarantor and Investor I with the Star Termination Election, then within thirty (30) days thereafter, the Guarantor and Star will mutually agree in writing that the Guarantor shall continue to operate and manage the NCLA Business (the “NCLA Continuation Agreement” ), in which case (i) Star’s obligations to reimburse the Guarantor for the NCLA Cash Losses shall terminate, and Star shall not be obligated to pay for any Shut Down Costs and (ii) the Guarantor shall pay to Star an amount equal to USD800,000,000, less the Aloha Accumulated Book Depreciation, less the America Accumulated Book Depreciation, less the Allocable Aloha Indebtedness and less the Allocable America Indebtedness (such amounts together the “Payment” ) provided that the Payment shall be funded in part by an incremental equity contribution to the Guarantor by each of Star and Investor I in the amount of USD170,000,000, less one-half of the Aloha Accumulated Book Depreciation and less one-half of the Allocable Aloha Indebtedness.

Subject to the proviso in the immediately preceding paragraph, the Guarantor shall use reasonable best efforts to fund any payments to Star pursuant to the NCLA Continuation Agreement, NCLA Wind Up Transactions or the Guarantor Termination Election by either the use of funds generated internally by the Guarantor or generated from the incurrence of additional Indebtedness from existing or new debt facilities. In the event that the Guarantor is unable to fund payments in such a manner, Star and Investor I acknowledge and agree that such funds shall be generated by the net proceeds of a primary offering of additional Ordinary Shares to the existing shareholders of the Guarantor at the Subscription Price.

3.5

NCL America Holdings Wind-up Determination

In the event that the Guarantor and Star have not entered into the NCLA Continuation Agreement by the end of such thirty (30) day period or the Guarantor provides to Star notice prior to the expiration of such thirty (30) day period that the Guarantor has elected to shut down the NCLA Business (either such circumstance, the “NCLA Wind-up Determination” ) the parties shall consummate the Wind Up Transactions.

If none of the Guarantor Termination Election, the NCLA Continuation Agreement or the NCLA Wind-up Determination has been made by 31 December 2008, the provisions of the Reimbursement Agreement shall apply as if the Guarantor and Star have entered into the NCLA Continuation Agreement.

4	Indenture

As a result of the transactions contemplated by the Subscription Agreement (as described in clause 1.1 of this Appendix), a change of control is triggered under the Indenture, dated 15 July 2004, between the Guarantor and JPMorgan Chase Bank, N.A., as indenture trustee, with respect to USD250,000,000 10 5/8% Senior Notes due 2014. At Closing, pursuant to and as required by the terms of the Indenture, the Guarantor will proceed with a repurchase offer for the outstanding bonds at a purchase price in cash equal to one hundred and one per cent. (101%) of the principal amount plus accrued and unpaid interest. Apollo holds USD29,000,000 in principal amount of the said 10 5/8% Senior Notes due 2014.

Defined Terms

Capitalized terms defined in this Agreement and not otherwise defined in this Appendix shall have the meanings specified for such terms in this Agreement. As used in this Appendix, the following terms shall have the meanings specified below:

“additional Ordinary Shares” means Ordinary Shares issued by the Guarantor following the issuance of the Subscribed Ordinary Shares;

“Affiliate” means, with respect to any Person (i) who is an individual, a spouse, parent, sibling or lineal descendant of such Person (ii) that is an entity, an officer, manager, director, shareholder, member, general partner, limited partner or an Affiliate of such Person and (iii) any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person. For purposes of this definition, the terms “control”, “controlling”, “controlled by” and “under common control with”, as used with respect to any Person, means the possession, directly or indirectly, of the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise;

“Allocable Aloha Indebtedness” means USD0;

“Allocable America Indebtedness” means USD251,000,000;

“Allocable Jade Indebtedness” means EUR383,000,000;

“Allocable NCLA Indebtedness” means USD251,000,000;

“Aloha Accumulated Book Depreciation” means any accumulated book depreciation calculated in accordance with GAAP with respect to the Pride of Aloha Vessel from 1 April 2007 to the NCLA Valuation Date, as set forth in schedule 1 to this Appendix;

“Aloha Assets” means the following assets relating wholly and directly to the Pride of Aloha Vessel, in each case to the extent transferable or assignable: (i) the Pride of Aloha Vessel (ii) all permits issued by any governmental authority to NCL America Holdings and related to the Pride of Aloha Vessel and (iii) all of the Pride of Aloha Vessel’s appliances, equipment, engines, machinery, boats, tackle, outfit, bunkers, oils and fuels, spare parts, consumable provisions and stores, appurtenances and belongings, whether on board or ashore;

“Amended and Restated Incorporation Documents” means the memorandum of increase of authorised share capital and the amended and restated bye-laws of the Guarantor and the Guarantor’s existing memorandum of association;

“America Accumulated Book Depreciation” means any accumulated book depreciation calculated in accordance with GAAP with respect to the Pride of America Vessel from 1 April 2007 to the NCLA Valuation Date, as set forth in schedule 1 to this Appendix;

“America Assets” means: (i) the Pride of America Vessel (ii) all permits issued by any governmental authority to NCL America Holdings or any of its subsidiaries and related to the Pride of America Vessel, in each case to the extent transferable or assignable (iii) all monies received with respect to payments for cruises on the Pride of America Vessel which will take place after the closing date of the America Transfer (iv) all supplies and inventory on the Pride of America Vessel for cruises on the Pride of America Vessel which will take place after the closing date of the America Transfer (v) all accounts and notes receivable of NCL America Holdings or any of its subsidiaries related to cruises on the Pride of America Vessel which will take place after the closing date of the America Transfer (vi) all insurance and indemnity claims relating to the Pride of America Vessel or America Liabilities made by or on behalf of Star, the Guarantor or NCL America Holdings (or any of their respective subsidiaries) and received after the closing date of the America Transfer and (vii) all other assets, properties, rights and claims used, held for use or intended to be used in connection with the operation or conduct of the Pride of America Vessel after the closing date of the America Transfer;

“America Liabilities” means the Allocable America Indebtedness and any other liability relating to the America Assets;

“Applicable Law” means with respect to any Person, all provisions of common or statutory laws, statutes, ordinances, rules, regulations or Orders applicable to such Person. For the avoidance of doubt, Applicable Law shall include the Listing Rules;

“Cash Losses Cap” means USD50,000,000;

“Closing Date” shall mean the date on which the closing of the investment in the Guarantor by the Investors occurs and which is expected to be on or about fourteen (14) days after the date of the First Supplemental Deed;

“Code” means the Internal Revenue Code of 1986 of the United States of America, as amended;

“Encumbrances” means any lien, encumbrance, hypothecation, charge, mortgage, equity, trust, equitable interest, claim, preference, right of possession, right of seizure, lease, tenancy, license, covenant, interference, proxy, right of first refusal, option or right of first option, preemptive right, community property interest, legend, defect, impediment, exception, limitation, impairment, imperfection of title or restriction of any nature (including any restrictions on the voting of any

Security, any restriction on the Transfer of any Security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset);

“Equity Securities” means (i) the Ordinary Shares and any other equity securities of the Guarantor and (ii) any securities issued or issuable directly or indirectly with respect to the securities referred to in clause (i) above by way of conversion, exercise or exchange, bonus share issue, share dividend, share sub-division, or share split or in connection with a combination of shares, recapitalization, reclassification, amalgamation, merger, consolidation, reorganization or other similar event;

“Existing Star Controlling Shareholders” means Golden Hope Limited, as trustee of the Golden Hope Unit Trust, Resorts World Bhd, Genting Overseas Holdings Limited, Tan Sri Lim Kok Thay, Puan Sri Lee Kim Hua, Joondalup Limited, Goldsfine Investments Ltd., and each other controlled Affiliate of Tan Sri Lim Kok Thay;

“Governmental Authority” means any national, European Union, federal, provincial, state, county, city, local, foreign or international governmental, administrative or regulatory authority, commission, committee, agency or body (including any court, tribunal or arbitral body) and specifically including The Stock Exchange of Hong Kong Limited;

“Guarantor Transaction Expenses” means (i) the third person fees and expenses, reasonably incurred by the Investors, Star, the Guarantor and its Subsidiaries in connection with the drafting, negotiation, execution, and delivery of the Subscription Agreement, the Shareholders’ Agreement and the Reimbursement Agreement, the amended and restated incorporation documents of the Guarantor, the Voting Agreement and all other documents, agreements and instruments executed and delivered in connection therewith, in each case, as amended, modified or supplemented from time to time, and other documents relating to the investment process, including (a) all of the fees and expenses of the Guarantor’s and Star’s accountants, lawyers, and other advisors, including Citigroup Global Markets, Inc., Cleary Gottlieb Steen & Hamilton LLP, Cox Hallett Wilkinson, Clifford Chance and Access Capital Limited (b) all of the fees and expenses (including due diligence fees and expenses) of the Investors’ accountants, lawyers, and other advisors, including Aon Corporation, O’Melveny & Myers LLP, Conyers Dill & Pearman and Burke & Parsons (c) the amount of all filing fees required to be paid pursuant to any competition and antitrust laws and any other regulatory filings required and (d) the mergers and acquisitions advisory fee payable to Citigroup Global Markets, Inc. or an Affiliate thereof and (ii) the Closing Date transaction fees payable to (a) an Affiliate of the Investors and (b) Star or an Affiliate thereof provided that the Closing Date transaction fee payable to each such Person in paragraph (ii) of this definition shall not exceed an amount which is equal to half of the amount paid to Citigroup Global Markets, Inc. or an Affiliate thereof for its mergers and acquisitions advisory fee;

“Indebtedness” means, with respect to any Person, without duplication (i) all obligations for borrowed money, including all obligations evidenced by notices or similar instruments (ii) all obligations issued or assumed as the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course and payable in accordance with customary practice) (iii) all capital lease obligations under GAAP (iv) all obligations secured by an Encumbrance (v) all obligations to pay a specified purchase price for goods and services, whether or not delivered or accepted (vi) all obligations in respect of swap or hedge agreements or similar agreements (vii) all negative cash balances and refunds payable (viii) the principal component of all obligations, contingent or otherwise, in respect of letters of credit and bankers’ acceptances (ix) all guarantees of Indebtedness described in clauses (i) to (viii) above and (x) all change in control payments payable in connection with the consummation of the transactions contemplated by the Transaction Documents;

“Investor Group” means the Investors together with their Permitted Transferees who hold Equity Securities;

“Jade Assets” means: (i) the Jade Vessel (ii) all permits issued by any governmental authority to NCL America Holdings or any of its subsidiaries and related to the Jade Vessel, in each case to the extent transferable or assignable (iii) all monies received with respect to payments for cruises on the Jade Vessel which will take place after the closing date of the Jade Transfer (iv) all supplies and inventory on the Jade Vessel for cruises on the Jade Vessel which will take place after the closing date of the Jade Transfer (v) all accounts and notes receivable of NCL America Holdings or any of its subsidiaries related to cruises on the Jade Vessel which will take place after the closing date of the Jade Transfer (vi) all insurance and indemnity claims relating to the Jade Vessel or Jade Liabilities made by or on behalf of Star, the Guarantor or NCL America Holdings (or any of their respective subsidiaries) and received after the closing date of the Jade Transfer and (vii) all other assets, properties, rights and claims used, held for use or intended to be used in connection with the operation or conduct of the Jade Vessel after the closing date of the Jade Transfer;

“Jade Liabilities” means the Allocable Jade Indebtedness and any other liability relating to the Jade Assets;

“Jade Transfer Date” means 9 February 2008, or such other date mutually agreed in writing by the parties to the Subscription Agreement;

“Jade Vessel” means the 2006 built United States documented passenger vessel “PRIDE OF HAWAII”, official number 1160677, IMO number 9304057, and all appurtenances thereto whether on board or ashore;

“Liabilities” means any and all direct or indirect Indebtedness, Losses, claims or responsibilities, whether known or unknown, accrued or fixed, absolute or contingent, matured or unmatured, secured or unsecured or determined or determinable, whether or not of a kind required by GAAP to be set forth on a financial statement, including (but not limited to) those arising under any Applicable Law and those arising under any contract or otherwise;

“Listing Rules” means The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

“Losses” means any and all direct or indirect payments, obligations, recoveries, deficiencies, fines, penalties, interest, assessments, losses, damages (including damages resulting in diminution in value, lost income and profits and interruptions in the business of the Guarantor or any of its Subsidiaries), liabilities, costs, expenses, to the extent actually incurred, including (i) attorneys’ fees and expenses relating to such Loss and/or necessary to enforce rights to indemnification in connection with the Subscription Agreement and (ii) consultants’ and experts’ fees and other costs of defence or investigation, and interest on any amount payable to a third party as a result of the foregoing (whether accrued, absolute, contingent, known, or otherwise, but excluding punitive, exemplary, special and consequential damages (other than as expressly included in this definition));

“NCLA Business” means the operations and business conducted by NCL America Holdings and its subsidiaries, which include the operation of the Pride of America Vessel and the Pride of Aloha Vessel and, until the Jade Transfer has been completed, the Jade Vessel;

“NCLA Capital Expenditures” means, for any period, the aggregate amount of any capital expenditures made by NCL America Holdings and any of its subsidiaries in such period with respect to the NCLA Business (including any capital expenditures made in relation to the Jade Vessel until the Jade Transfer has been completed);

“NCLA Cash Losses” means the amount, if negative, of the sum of (i) NCLA EBITDA less (ii) NCLA Capital Expenditures less (iii) interest paid or accrued on the Allocable NCLA Indebtedness at a blended rate, in each case in respect of the period beginning on the Closing Date and ending on the NCLA Valuation Date and in each case as reflected on the financial statements of NCL America Holdings or the accounting books and records of NCL America Holdings;

“NCLA EBITDA” means, for any period, the sum of (i) net revenues less (ii) ship operating expenses and selling, general and administrative expenses as allocated in a manner consistent with past practice as included in management reports, in each case as determined in accordance with GAAP and as reflected in the financial statements of NCL America Holdings or the accounting books and records of NCL America Holdings. For the avoidance of doubt (a) any Shared Overhead Expenses which are incurred by the Guarantor and its subsidiaries in any such period shall be included (without duplication) in the calculation of NCLA EBITDA for such period and (b) any Shut Down Costs, Post-Termination Expenses or expenses in connection with the early redeployment of the Pride of America Vessel in the Guarantor’s fleet which are incurred in any such period shall not be included in the calculation of NCLA EBITDA for such period;

“NCLA Valuation Date” means the date that is ninety (90) days after the date on which notice of the Star Termination Election or the Guarantor Termination Election is delivered;

“Order” means all judgments, injunctions, orders and decrees of all Governmental Authorities in any legal, administrative or arbitration action, suit, complaint, charge, hearing, mediation, inquiry, investigation or proceeding in which the Person in question is a party or by which any of its properties or assets are bound;

“Permitted Transfer” means:

(i)

with respect to the Investors, any Transfer by an Investor to an Affiliate of the Investor (including (a) the partners, members and stockholders of the Investor, and, if such Affiliate is an entity, the partners, members and stockholders of such Affiliate (b) any limited partner which has directly or indirectly invested, or otherwise has ownership interests, in Apollo Investment Fund VI, LP or one of its Affiliated investment funds or (c) prior to the first anniversary of the Closing Date, of up to forty per cent. (40%) of the Equity Securities held by the Investor as at the Closing Date in the aggregate to any funds, financial institutions or individuals acting as a co-investor in the Guarantor with the Investor; and

(ii)	with respect to Star, any Transfer by Star to (a) any wholly-owned Subsidiary of Star or (b) any Existing Star Controlling Shareholder;

“Permitted Transferees” means any Person to whom a Permitted Transfer is made or is to be made;

“Person” means any legal person, including any individual, corporation, investment fund, partnership, limited partnership, limited liability company, joint venture, joint stock company, association, trust, unincorporated entity or Governmental Authority or other entity;

“Post-Termination Expenses” means all of the (i) costs and expenses with respect to the operations of the NCLA Business that are incurred, consistent with past practice by the Guarantor and its subsidiaries, after the NCLA Valuation Date through 31 December 2008 and (ii) costs and expenses that would have been allocated and attributable to the Pride of Aloha Vessel had the vessel remained in service as part of the NCL America Holdings fleet until 31 December 2008, in each case based upon an allocation of corporate costs on a capacity day basis in a manner consistent with past practice and the Guarantor’s then-currently published sailing schedule;

“Pride of Aloha Vessel” means United States documented passenger cruise vessel “PRIDE OF ALOHA”, official number 1153219, IMO number 9128532;

“Pride of America Vessel” means the United States documented passenger cruise vessel “PRIDE OF AMERICA”, official number 1146542, IMO number 9209221, and all appurtenances thereto whether on board or ashore;

“Security” means, with respect to any Person, all equity securities or equity interests of such Person, all securities convertible into or exchangeable for equity securities or equity interests of such Person, and all options, warrants, and other rights to purchase or otherwise acquire from such Person equity interests, including any stock appreciation or similar rights, contractual or otherwise;

“Shared Overhead Expenses” means those overhead expenses incurred by the Guarantor and any of its subsidiaries which are attributable to the operation and management of the NCLA Business based upon an allocation of corporate costs on a capacity day basis in a manner consistent with past practice and the Guarantor’s then-currently published sailing schedule, and shall include any capital expenditures made by the Guarantor and any of its subsidiaries (other than NCL America Holdings and its subsidiaries) with respect to the NCLA Business;

“Shut Down Costs” shall mean (i) any and all costs and expenses incurred by the Guarantor and any of its subsidiaries in connection with the shut down of the operation and management of the NCLA Business, whether accrued or paid and (ii) all documentary, gross receipts, sales, transfer and use taxes and similar liabilities, if any, resulting directly or indirectly from the transactions contemplated by clause 3.3 and clause 3.4 of this Appendix;

“Shut Down Procedure” means all actions necessary in connection with the shut down of the operation and management of the NCLA Business, including taking all steps reasonably necessary to wind-up and liquidate, in liquidations qualifying as complete liquidations under section 331 of the Code, NCL America Holdings and each of the Subsidiaries of NCL America Holdings (except as otherwise agreed by Investor I and NCL America Holdings);

“Star Group” means Star together with its Permitted Transferees who hold Equity Securities;

“Subscription Price” means USD1,000,000,000;

“Subsidiaries” means, with respect to any Person, any corporation, association, partnership, limited liability company or other business entity of which fifty per cent. (50%) or more of the total voting power of equity securities or equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of managers, directors, representatives or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person. For the purposes of this definition, the term “controlled” means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, WorldCard International Limited shall be deemed not to be a “Subsidiary” of Star for the purposes of the Subscription Agreement;

“Transaction Documents” means the Apollo Transaction Documents, the Amended and Restated Incorporation Documents, the Voting Agreement and all other documents, agreements and instruments executed and delivered in connection therewith, in each case, as amended, modified or supplemented from time to time;

“Transfer” means, as to any Security or asset, to sell, transfer, assign, gift, pledge, grant a security interest in, distribute, encumber or otherwise dispose of (including the foreclosure or other

100

acquisition by any lender with respect to such Security or asset pledged to such lender by the holder of such Security or asset), whether directly or indirectly, such Security or asset, either voluntarily or involuntarily and with or without consideration; and

“Voting Agreement” means the voting agreement dated as of 17 August 2007, by and among Investor I and certain of the Existing Star Controlling Shareholders.

101

Schedule 1

Accumulated Book Depreciation

[**]

102

APPENDIX VI

CALCULATION OF MANDATORY COST

The Mandatory Cost is an addition to the interest rate to compensate the Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate” ) for each Lender in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the Loan) and will be expressed as a percentage rate per annum.

The Additional Cost Rate for any Lender lending from an office in the euro-zone will be the percentage notified by that Lender to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in the Loan) of complying with the minimum reserve requirements of the European Central Bank as a result of participating in the Loan from that office.

4	The Additional Cost Rate for any Lender lending from an office in the United Kingdom will be calculated by the Agent as follows:

(a)

where the Loan is denominated in sterling:

BY + S(Y - Z) + F x 0.01 per cent per annum

100 - (B + S)

(b)

where the Loan is denominated in any currency other than sterling:

F x 0.01 per cent per annum

300

where:

is the percentage of eligible liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements;

is the percentage rate of interest (excluding the Margin and the Mandatory Cost and, if the Loan is an overdue amount, the additional rate of interest specified in Clause 12) payable for the relevant Interest Period on the Loan;

is the percentage (if any) of eligible liabilities which that Lender is required from time to time to maintain as interest bearing special deposits with the Bank of England;

is the interest rate per annum payable by the Bank of England to that Lender on special deposits; and

103

is the charge payable by that Lender to the Financial Services Authority under paragraph 2.02 or 2.03 (as appropriate) of the Fees Regulations or the equivalent provisions in any replacement regulations (with, for this purpose, the figure for the minimum amount in paragraph 2.02b or such equivalent provision deemed to be zero), expressed in pounds per GBP1 million of the fee base of that Lender.

5	For the purpose of this Schedule:

(a)

“eligible liabilities” and “special deposits” have the meanings given to them at the time of application of the formula by the Bank of England;

(b)

“fee base” has the meaning given to it in the Fees Regulations;

(c)

“Fees Regulations” means the regulations governing periodic fees contained in the Financial Services Authority Fees Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits.

6	In the application of the formula B, Y, S and Z are included in the formula as figures and not as percentages, e.g. if B = 0.5% and Y = 15%, BY is calculated as 0.5. x 15. Each rate calculated in accordance with the formula is, if necessary, rounded upward to four decimal places.

7	If a Lender does not supply the information required by the Agent to determine its Additional Cost Rate when requested to do so, the applicable Mandatory Cost shall be determined on the basis of the information supplied by the remaining Lenders.

If a change in circumstances has rendered, or will render, the formula inappropriate, the Agent shall notify the Borrower of the manner in which the Mandatory Cost will subsequently be calculated. The manner of calculation so notified by the Agent shall, in the absence of manifest error, be binding on the Borrower.

104

APPENDIX VII

SPECIMEN REPAYMENT SCHEDULE (for illustrative purposes only)

1.	Methodology

As the interest rate is a floating rate (implying the future prevailing interest rates are unknown) and as we aim to approximate a mortgage style ² , the methodology agreed is as follows:

•

Step 1: We define the principal repayment profile by using as the interest rate LIBOR prevailing at the drawdown date (including the margin)

•

Step 2: We calculate the interest payments by taking the prevailing LIBOR every six (6) months and apply it to the principal repayment amounts determined at step 1.

2.	Example

2.1	Assumptions

•

Amount: USD100,000,000

•

Tenor: 3 years, with semi-annual instalments

•

LIBOR at the drawdown date: 2%

•

Margin: 1%

2.2	Step 1: Definition of the principal repayment profile

Based on the above assumptions and methodology, we have obtained the following repayment profile for the principal:

LOGO

2.3	Step 2: Repayment profile during the life of the facility

²	“Mortgage style” means that all instalments are equal (principal repayment + interest payment = constant, during the entire repayment period)

105

Assuming that LIBOR will be 4% for H2, 3% for H3, 5% for H4, 1% for H5 and 2% for H6, we have calculated interest payments and obtained the following repayment profile during the life of the facility.

LOGO

106

Exhibit 10.42

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

DATED 22 JULY 2010

NORWEGIAN EPIC, LTD.

(formerly known as

F3 TWO, LTD.)

(as borrower)

NCL CORPORATION LTD.

(as guarantor)

THE SEVERAL BANKS

(particulars of which are set out in Schedule 1)

(as lenders)

BNP PARIBAS

(as agent)

FIFTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)

LOAN AGREEMENT

dated 22 September 2006

for the equivalent amount in United States Dollars of

the amount of up to EUR662,905,320

post delivery finance for a passenger cruise vessel

“NORWEGIAN EPIC” (ex hull no. D33

at the yard of Aker Yards S.A. (now known as STX France S.A.))






				[]**

CONTENTS


		Page

1	Definitions and Construction		2

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents		2

3	Conditions Precedent		3

4	Representations and Warranties		5

5	Fee and Expenses		6

6	Further Assurance		6

7	Counterparts		6

8	Notices		6

9	Governing Law		7

10	Jurisdiction		7

Schedule 1 The Agent and the Lenders			11

Schedule 2 Amendment of Original Loan Agreement			12

Schedule 3 Amendment of Original Guarantee			13

FIFTH SUPPLEMENTAL DEED

DATED 22 July 2010

BETWEEN:

(1)	NORWEGIAN EPIC, LTD. (formerly known as F3 Two, Ltd.), a company incorporated in and existing under the laws of Bermuda with registration number EC38768 and with its registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as borrower (the “ Borrower ”);

(2)	NCL CORPORATION LTD. , a company incorporated under the laws of Bermuda and having its registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as guarantor (the “ Guarantor ”);

(3)	THE SEVERAL BANKS particulars of which are set out in Schedule 1 as lenders (collectively the “Lenders” and each individually a “ Lender ”); and

(4)	BNP PARIBAS as agent for the lenders (the “ Agent ”).

WHEREAS:

(A)

By a loan agreement dated 22 September 2006 as amended and restated by a first supplemental deed thereto dated 21 December 2007 and as further amended and restated by a third supplemental deed thereto dated 2 April 2009 and a fourth supplemental deed thereto dated 9 June 2010 entered into between (among others) the Borrower as borrower, the Lenders as lenders and the Agent as agent for (among others) the Lenders (the “ Original Loan Agreement ”), the Lenders granted to the Borrower a secured loan in the equivalent amount in United States Dollars of the maximum amount of six hundred and sixty two million nine hundred and five thousand three hundred and twenty euro (EUR662,905,320) (the “ Loan ”) for the purpose of enabling the Borrower to finance (among other things) the construction of the Vessel (as such term is defined in the Original Loan Agreement) on the terms and conditions therein contained. The repayment of the Loan by the Borrower has been secured by a guarantee and indemnity dated 6 October 2006 as amended and restated by a first supplemental deed thereto dated 21 December 2007 and as further amended and restated by a third supplemental deed thereto dated 2 April 2009 granted by the Guarantor (the “ Original Guarantee ”).

(B)

The Borrower and the Guarantor have requested the Lenders and the Agent, among other things, to consent to the amendment of the definition of Permitted Indebtedness (as defined in the Original Loan Agreement), to enable any member(s) of the Group to order the New Vessels (as defined in the Loan Agreement) (or either of them), and to allow the Guarantor to pay dividends after the listing of the ordinary capital stock of the Guarantor on an Approved Stock Exchange (as defined in the Original Guarantee).

(C)	The consent of the Lenders and the Agent is given in respect of the above matters on the terms of this fifth supplement to the Original Loan Agreement (this “ Deed ”) which shall be executed as a deed.

NOW THIS DEED WITNESSES as follows:

1	Definitions and Construction

1.1

“ Effective Date ” means the date on which the conditions precedent set out in Clause 3.1 are fulfilled to the satisfaction of the Agent or waived by the Agent pursuant to Clause 3.2;

“ Guarantee ” means the Original Guarantee as amended by this Deed;

“ Loan Agreement ” means the Original Loan Agreement as amended by this Deed; and

“ New Process Agent ” means EC3 Services Limited whose registered office is presently at 51 Eastcheap, London EC3M 1JP.

1.2

The provisions of clause 1.2 of the Loan Agreement shall apply hereto (mutatis mutandis).

2	Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents

2.1

Subject to Clause 3.1, the parties hereto agree that immediately upon and with effect from the Effective Date the Original Loan Agreement and the Original Guarantee shall be read and construed as if the definitions or clauses referred to in the first column of Schedule 2 or Schedule 3 to this Deed (as the case may be) had been inserted or amended to read as set out in the second column of Schedule 2 or Schedule 3 to this Deed (as the case may be).

2.2

Each of the Borrower and the Guarantor hereby confirms to the Lenders and the Agent that with effect from the Effective Date:

2.2.1

2.2.2

2.2.3

2.2.4

2.3

3	Conditions Precedent

3.1

3.1.1

on the date of this Deed:

(a)

one (1) counterpart of this Deed duly executed by the parties hereto;

(b)

a written confirmation from the New Process Agent that it will act for each of the Borrower and the Guarantor as agent for service of process in England in respect of this Deed;

(c)

the following corporate documents in respect of each of the Borrower and the Guarantor (together the “ Relevant Parties ”):

(i)

(ii)

a notarially attested secretary’s certificate of each of the Relevant Parties:

(1)

(2)

giving the names of its present officers and directors;

(3)

(4)

giving the legal owner of its shares and the number of such shares held;

(5)

(6)

containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party;

or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(c)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and

(iii)

the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested;

(d)

evidence that each of the Lenders has received payment of the handling/work fee to which it is entitled as more particularly described in Clause 5.1; and

3.1.2

evidence that all the conditions precedent to the amendment of each facility agreement and, if applicable, guarantee in respect of each Group Credit Facility have been satisfied;

3.1.3

evidence that all other sums owing to the Agent and the Lenders pursuant to Clause 5 of this Deed have been received; and

3.1.4

PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date (subject to Clause 3.2).

3.2

If the Agent in accordance with clause 20 of the Original Loan Agreement decides to permit the amendment of the Original Loan Agreement and the Original

Guarantee hereby without having received all of the documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Effective Date (or such other period as the Agent may stipulate) and the amendment of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a waiver of the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent or the Lenders any obligation to permit the amendment in the absence of such documents or evidence.

4	Representations and Warranties

4.1

Each of the Borrower and the Guarantor represents and warrants to the Lenders and the Agent that:

4.1.1

4.1.2

4.1.3

its entry into and performance of this Deed and the transactions and documents contemplated hereby do not and will not conflict with:

(a)

any law or regulation or any official or judicial order; or

(b)

its constitutional documents; or

(c)

any agreement or document to which it is a party or which is binding upon it or any of its assets,

4.1.4

4.1.5

4.1.6

it has fully disclosed in writing to the Agent all facts relating to its business which it knows or should reasonably know and which might reasonably be expected to influence the Lenders and/or the Agent in deciding whether or not to enter into this Deed.

5	Fee and Expenses

5.1

The Borrower shall pay to each of the Lenders directly or through the Agent on the date of this Deed a non-refundable handling/work fee of [*] provided that a Lender which is the provider of any other loan or other facility to the Borrower or any other member of the Group shall only be entitled to receive one (1) such fee of [*]. Notwithstanding any provision of this Deed, the Original Loan Agreement or the Loan Agreement to the contrary, no Lender shall be required to share with the other Lenders and/or the Agent any such handling/work fee received.

5.2

5.3

6	Further Assurance

Each of the Borrower and the Guarantor will, from time to time on being required to do so by the Agent, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form satisfactory to the Agent as the Agent may reasonably consider necessary for giving full effect to this Deed or any of the documents contemplated hereby or securing to the Lenders and/or the Agent the full benefit of the rights, powers and remedies conferred upon the Lenders and/or the Agent in any such document.

7	Counterparts

This Deed may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement.

8	Notices

8.1

of America (marked for the attention of the Chief Financial Officer and the Legal Department) (but one (1) copy shall suffice) with a copy to the Investors c/o Apollo Management, LP, 9 West 57 ^th Street, 43 ^rd Floor, New York, NY 10019, United States of America (marked for the attention of Mr Steve Martinez). Any notice, demand or other communication to be made or delivered by the Borrower or the Guarantor pursuant to this Deed shall (unless the Agent has by fifteen (15) days’ written notice to the Borrower and the Guarantor specified another address) be made or delivered to the Agent at ECEP/Export Finance, ACI: CHDESA1, 37 Place du Marché Saint-Honoré, 75031 Paris Cedex 01, France (marked for the attention of Mrs Dominique Laplasse (Team Head)/Mr Jean Philippe Poirier).

8.2

Any notice, demand or other communication to be made or delivered pursuant to this Deed may be sent by telefax to the relevant telephone numbers (which at the date hereof in respect of the Borrower and the Guarantor is +1 305 436 4140 (marked for the attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the attention of the Legal Department) with a copy to the Investors c/o Apollo Management, LP, fax number +1 212 515 3288 (marked for the attention of Mr Steve Martinez) and in respect of the Agent is +33 01 4316 8184/+33 01 4298 0029 (marked for the attention of Mrs Dominique Laplasse (Team Head)/Mr Jean Philippe Poirier)) specified by it from time to time for the purpose and shall be deemed to have been received when transmission of such telefax communication has been completed. Each such telefax communication, if made to the Agent by the Borrower or the Guarantor, shall be signed by the person or persons authorised in writing by the Borrower or the Guarantor (as the case may be) and whose signature appears on the list of specimen signatures contained in the secretary’s certificate required to be delivered by Clause 3 and shall be expressed to be for the attention of the department or officer whose name has been notified for the time being for that purpose by the Agent to the Borrower and the Guarantor.

8.3

Subject to Clause 8.2, the provisions of clause 27 of the Original Loan Agreement shall apply to this Deed.

9	Governing Law

This Deed and any non-contractual obligations arising from or in connection with it shall be governed by English law.

10	Jurisdiction

10.1

The courts of England have exclusive jurisdiction to settle any dispute:

10.1.1

arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed); or

10.1.2

relating to any non-contractual obligations arising from or in connection with this Deed,

10.2

10.3

10.4

10.5

10.6

10.7

10.8

In this Clause “ judgment ” includes order, injunction, declaration and any other decision or relief made or granted by a court.

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed on the day and year first before written.


SIGNED SEALED and DELIVERED as a DEED		)
By Micha Withoft		)
for and on behalf of		)/s/ Micha Withoft
NORWEGIAN EPIC, LTD. (formerly known as		)
F3 Two, Ltd.)		)
in the presence of:		)
/s/ David Griffiths
David Griffiths
One St. Paul’s Churchyard
London
EC4M 8SH

SIGNED SEALED and DELIVERED as a DEED		)
By Micha Withoft		)
for and on behalf of		)/s/ Micha Withoft
NCL CORPORATION LTD.		)
in the presence of:		)
/s/ David Griffiths
David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
BNP PARIBAS		)
as a Lender and the Agent		)
in the presence of:		)
/s/ David Griffiths
David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
CREDIT AGRICOLE CORPORATE		)
AND INVESTMENT BANK		)
in the presence of:		)
/s/ David Griffiths
David Griffiths
As above

SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
HSBC FRANCE		)
in the presence of:		)
/s/ David Griffiths
David Griffiths
As above


SIGNED SEALED and DELIVERED as a DEED		)
By Danae Zoi Mariel Ugolini		)
for and on behalf of		)/s/ Danae Zoi Mariel Ugolini
SOCIETE GENERALE		)
in the presence of:		)
/s/ David Griffiths
David Griffiths
As above

Schedule 1

The Agent and the Lenders


Name	Registered Address	Registered Number with the Registry of Trade and Companies

BNP PARIBAS (as a Lender and the Agent)	16 boulevard des Italiens, 75009 Paris, France	662 042 449 (RCS Paris)

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (formerly known as Calyon)	9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France	304 187 701 (RCS Nanterre)

HSBC FRANCE	103 avenue des Champs Elysées, 75419 Paris, Cedex 08, France	775 670 284 (RCS Paris)

SOCIETE GENERALE	29 boulevard Haussmann, 75009 Paris, France	552 120 222 (RCS Paris)

each a French société anonyme

Schedule 2

Amendment of Original Loan Agreement


Clause/Definition		Amendment

Clause 1.1, definition of “ Fifth Supplemental Deed ”		means the fifth supplemental deed dated 2010 to this Agreement and the Guarantee.

Clause 1.1, definition (new) of “ New Vessels ”		means the two (2) newbuild cruise vessels each not larger than m.v. “NORWEGIAN EPIC” (ex hull no C33 (sometimes known as D33) at STX France S.A.) in terms of number of passenger cabins or gross or net tonnage, not on order by a member of the Group as of the Effective Date (as defined in the Fifth Supplemental Deed) and (on a non-binding basis) expected to cost, in aggregate, [*].

Clause 1.1, definition of “ Permitted Indebtedness ”		means (a) any monies borrowed or raised other than from any direct or indirect shareholder of the Guarantor prior to the date on which the last of the Third Supplemental Deed and the Amendment Documents have been signed by all the parties thereto and notified by the Guarantor to the Agent prior to such date; (b) the Letter of Credit Facilities; (c) Permitted Refinancing Indebtedness and (d) one or more financing arrangements entered into in relation to the acquisition of the New Vessels (or either of them), the agreed form(s) of the term sheet(s) related to such financing arrangement(s) having been disclosed by the Guarantor to Coface (at 12 Cours Michelet, La Défense, 92800 Puteaux, France, facsimile: +33 (0)1 4902 2724, attention: Jean-Marc Auriault/Pascale Lefevre, with a copy of the covering letter only to the Agent) prior to their execution by the Guarantor or any other member of the Group and such financing arrangement(s) being on terms satisfactory to Coface. The term sheet(s) will be disclosed to Coface on the basis that the terms of such financing arrangement(s) shall be deemed satisfactory unless Coface notifies the Guarantor to the contrary within five (5) business days (in the city in which Coface has its office) of receipt of the term sheet(s).

Schedule 3

Amendment of Original Guarantee


Clause		Amendment

Clause 10.9 (final sentence)		For the avoidance of doubt the purchase of a vessel other than the New Vessels shall not be permitted under this Clause 10.9 or any other provision of the Loan Agreement or this Deed.

Clause 10.10 (new)		The Guarantor shall not (and will procure that no other company in the Group shall) commit to the purchase of a New Vessel unless the relevant Permitted Indebtedness is available to the buyer unconditionally subject only to the satisfaction of conditions precedent usual for such financing arrangements.

Clause 11.3		The Guarantor shall not and shall procure that no other member of the Group shall, pay any dividends or make any other distributions in respect of its share capital to any person, provided that (i) subsidiaries of the Guarantor may pay dividends to another member of the Group; (ii) the Guarantor may pay dividends in respect of tax liability to each relevant jurisdiction in respect of tax returns for each relevant jurisdiction of the Group or holder of the Guarantor’s capital stock with respect to income taxable as a result of any member of the Group being treated as a pass-through entity or attributable to any member of the Group; and (iii) after the later of (x) 31 December 2010 and (y) the listing of the ordinary capital stock of the Guarantor on an Approved Stock Exchange, dividends may be paid in an amount not to exceed fifty per cent (50%) of the Consolidated Net Income of the Guarantor and its subsidiaries for the period commencing on 1 January 2010 and ending on the date prior to such payment for which accounts are available, so long as (I) at the time of the payment of such dividend, no Event of Default exists or would result from the payment of such dividend and (II) after giving effect to such dividend the ratio of Total Net Funded Debt to Consolidated EBITDA for the four (4) consecutive financial quarters last ended for which accounts have been provided to the Agent pursuant to Clause 9.2 of the Guarantee is less than 5.50:1.00. The Guarantor will procure that any dividends or other distributions and interest paid or payable in connection with such dividends or other distributions will be received promptly by the Guarantor directly or indirectly from the Borrower’s shareholder(s) (if such shareholder is not the Guarantor) by way of dividend.

Exhibit 10.45

FIFTH AMENDMENT

TO AIRPORT CORPORATE CENTER OFFICE LEASE

THIS FIFTH AMENDMENT TO AIRPORT CORPORATE CENTER OFFICE LEASE AGREEMENT (this “ Amendment ”) is made as of this 2 day of February, 2010 (the “ Effective Date ”) by and between HINES REIT AIRPORT CORPORATE CENTER LLC , a Delaware limited liability company ( “Landlord” ), and NCL (BAHAMAS) LTD ., a Bermuda company D/B/A NORWEGIAN CRUISE LINE (“Tenant”).

RECITALS

A. Landlord and Tenant entered into that certain Airport Corporate Center Office Lease Agreement dated December 1, 2006 (the “Original Lease”), as amended by that certain First Amendment dated November 27, 2006, that certain Second Amendment dated March 20, 2007, that certain Third Amendment dated July 31, 2007 as modified by that letter agreement dated August 1, 2007, and that Fourth Amendment dated as of December 10, 2007 (collectively, the “Lease”) under which Tenant leases 222,747 Rentable Square Feet consisting of: (A) 125,806 Rentable Square Feet in the building known as 7665 Corporate Center Drive (N.W. 19 ^th Street), Miami, Florida, (B) 95,043 Rentable Square Feet in the building known as 7650 Corporate Center Drive (N.W. 19 ^th Street), Miami, Florida, (C) 9,476 Rentable Square Feet designated as Bay B in the building located at 7245 Corporate Center Drive (N.W. 19 ^th Street), Miami, Florida (collectively, the “Existing Premises”); and

B. Landlord and Tenant desire to enter into this Amendment for the purpose of clarifying the terms of overtime HVAC use at the Leased Premises and for such other purposes as set forth herein.

TERMS

NOW THEREFORE, for Ten Dollars ($10.00) and for the covenants and conditions of this Amendment, the receipt and sufficiency of which are acknowledged, Landlord and Tenant agree as follows:

1. Recitals. The foregoing recitals are correct and are incorporated herein by this reference.

2. Terms. All capitalized terms used herein but not defined herein shall have the meaning ascribed to such terms in the Lease.

3. HVAC. Effective as of the Effective Date, the single paragraph set forth in Section 3.1(i) of the Original Lease is hereby deleted in its entirety and replaced with the following:

“(i) If Tenant requires heating, ventilating and air conditioning within Building 10 during periods in excess of the hours of 7:30 a.m. to 6:00 p.m., Monday to Friday, and 8:00 a.m. to 1:00 p.m. Saturday, excluding

legal holidays (the “Building Operating Hours”), Landlord shall bill Tenant for the number of hours used as Tenant’s Additional Rental at an initial rate equal to $41.00 per hour per floor (“HVAC Fee”), subject to increase from time to time in Landlord’s reasonable discretion, to provide such services taking into account electrical consumption, wear and tear on equipment and systems, labor and administrative costs. If Tenant requires heating, ventilating and air conditioning within the Building 11 during periods in excess of the hours of 7:30 a.m. to 6:00 p.m., Monday to Friday, excluding legal holidays (the “Building 11 HVAC Hours”), Landlord shall bill Tenant for the HVAC Fee, subject to increase from time to time in Landlord’s reasonable discretion, to provide such services, taking into account electrical consumption, wear and tear on equipment and systems, labor and administrative costs. Notwithstanding the foregoing, so long as Building 11 is fully and entirely leased by Tenant (and not subject to any sublease or assignment by Tenant) and Tenant is paying all cost of all utilities servicing Building 11 as part of Operating Costs since Tenant’s Percentage Share is 100% as to Building 11, the HVAC Fee with respect to Building 11 only shall be reduced to an initial rate equal to $19.00 per hour per floor. Further, notwithstanding anything to the contrary contained herein except as set forth in the last sentence of this paragraph, Tenant shall be permitted to request and receive, during each calendar week, HVAC service for Building 11 in excess of Building 11 HVAC Hours for a period of up to five (5) hours per floor without incurring an HVAC Fee per floor (each, an “HVAC Fee Abatement ”). For clarification, Tenant shall pay, subject to any applicable HVAC Fee Abatement, an HVAC Fee with respect to requested HVAC service provided in Building 11 on a Saturday, Sunday or a legal holiday. Any request by Tenant for HVAC service shall be for not less than one (1) hour increments. Tenant recognizes and agrees that Landlord’s HVAC system is not designed to cool the air to comply with requirements of heavy machinery or other than normal office equipment in the Leased Premises. Any and all costs to acquire, maintain, and replace any supplemental air conditioning equipment shall be the sole obligation of Tenant. To request after-hour HVAC, Tenant shall contact the on-site Property Management office with commercially reasonable advance written notice as determined by Landlord (but in no event less than two (2) business days prior to the date of requested HVAC service). In the event Tenant fails to provide the requisite advance written notice, Landlord may refuse to provide HVAC service for such requested period in excess of Building Operating Hours or Building 11 HVAC Hours (as applicable); provided, however, if, in such circumstance Landlord, in its sole discretion, provides HVAC service for such requested period in excess of Building Operating Hours or Building 11 HVAC Hours (as applicable), Tenant shall be required to pay the HVAC Fee and any HVAC Fee Abatement shall not be applicable.”

4. Entire Agreement. The Lease, as amended by this Amendment, constitutes the entire agreement and understanding among the parties with respect to the subject matter hereof. The terms and conditions of this Amendment may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought. The Lease, as amended by this Amendment, shall be binding upon the parties hereto and their respective successors and permitted assigns.

5. Miscellaneous.

A. This Amendment shall be construed and governed in accordance with the laws of the State of Florida. All of the parties to this Amendment have participated fully in the negotiation and preparation hereof and, accordingly; this Amendment shall not be more strictly construed against any one of the parties hereto.

B. In the event any term or provision of this Amendment be determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Amendment shall be construed to be in full force and effect.

C. In construing this Amendment, the singular shall be held to include the plural, the plural shall include the singular, and the use of any gender shall include every other and all genders.

D. Descriptive headings contained herein are for convenience only and shall not control or affect the meaning or construction of any provision of this Amendment.

E. This Amendment may be executed in any number of counterparts and by the separate parties hereto in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

F. Tenant hereby represents and warrants to Landlord that: (i) Tenant has the full right and authority to enter into this Amendment; and (ii) this Amendment is a binding and valid document enforceable in accordance with its terms.

G. This Amendment shall be deemed a part of the Lease, but shall take precedence over and supersede any provisions to the contrary contained in the Lease. Except as modified hereby, all of the provisions of the Lease, which are not in a conflict with the terms of this Amendment shall remain in full force and effect, including without limitation Section 8.4 of the Lease (which shall also apply with respect to all provisions of this Amendment). As modified hereby, the Lease is hereby ratified and confirmed in all respects.

6. Effect of Delivery. This Amendment shall not be effective, and shall not be relied upon by either party, until such time as it has been executed by a duly authorized officer of both Tenant and Landlord and a copy of this Amendment, which has been fully executed by both Landlord and Tenant, is delivered to Tenant.

[continued on following page]

[continued from previous page]

7. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AMENDMENT OR THE LEASE IN ANY ACTION. PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST THE OTHER PARTY.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first written above.


		TENANT:

		NCL (BAHAMAS) LTD., a Bermuda company D/B/A NORWEGIAN CRUISE LINE
Witnesses:

/s/ Signature Illegible		By	/s/ George Chesney
Print Name:	Illegible	Name:	George Chesney
		Title:	SVP, Human Resources
/s/ Signature Illegible
Print Name:	Illegible

LANDLORD:

HINES REIT AIRPORT CORPORATE

CENTER LLC.,

a Delaware limited liability company or its affiliate

By:

HINES REIT PROPERTIES, L.P.,

a Delaware limited partnership

its Sole Member

Initials

Illegible

Initials

Illegible

By:

HINES REAL ESTATE INVESTMENT TRUST, INC.,

a Maryland corporation

its General Partner

Witnesses

/s/ Ketinna Williams

Initials

Illegible

By:

/s/ Kevin L. McMeans

Print Name:

Ketinna Williams

Name:

Kevin L. McMeans

Its:

Asset Management Officer

/s/ Melanie Greeley

Print Name:

Melanie Greeley

Approved as to Form

/s/ Suzanne Perez

NCL Legal Department

Approved as to Content

By:

/s/ Signature Illegible 1/15/2010

Exhibit 10.52

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

BAREBOAT CHARTER

Ample Avenue Limited, as owner (the “ Owner ”) of the vessel described in Part I of this Charter (the “ Vessel ”, which expression includes all appurtenances, equipment, necessaries, parts and spares belonging or relating to the Vessel), hereby agrees to let, and NCL (Bahamas) Ltd. d/b/a Norwegian Cruise Line as bareboat charterer (the “ Charterer ”) of the Vessel hereby agrees to hire the Vessel on a bareboat charter basis on and subject to the terms and conditions of Parts I and II of this Bareboat Charter (the “ Charter ”). (The Owner and the Charterer are collectively referred to as the “ Parties ” and each a “ Party ”.)

PART I

1	Vessel Description

The Vessel is named m.v. Norwegian Sky, is registered under the Bahamas flag with Bahamian flag at the port of Nassau with Official No.731038, IMO No. 9128532 and Call Sign C6PZ8, and is entered with Det Norske Veritas (the “ Classification Society ”) with classification † 1A1 Passenger Ship EO.

2	Charter Term

This Charter shall be effective and commence as of [*] and shall continue uninterrupted until [*] (the “ Initial Term ”).

This Charter may be extended upon the request of either Party for a maximum of [*] after the Initial Term, namely [*] to [*] (the “ First Extension Term ”) and [*] to [*] (the “ Second Extension Term ”) provided that: (a) the Charter shall only be extended for [*] each time; (b) any extension shall be subject to the mutual consent of the Parties; (c) the requesting Party shall, [*] (the Initial Term or the First Extension Term, as the case may be) send to the other Party notice in writing of its intention to extend the Charter for one (1) year after the expiry of the current term; and (d) the requesting Party is not in default of this Charter at the time of sending the aforesaid extension notice and at all times before the expiry of the current term. Unless otherwise agreed by the Parties, all terms and conditions of this Charter shall remain the same in, as may be applicable, the First Extension Term and the Second Extension Term and “Charter Term” shall be construed to include the Initial Term and, as may be applicable, the First Extension Term and the Second Extension Term.

3	Date and Place of Delivery and Redelivery

The Owner shall be deemed to have delivered the Vessel to the Charterer as of the [*]. If at any point during the Initial Term, First Extension Term (if exercised) or Second Extension Term (if exercised) the Vessel is not purchased pursuant to Part I Clause 7(f), the Charterer shall redeliver the Vessel to the Owner at the end of the Charter Term at a safe berth in a safe port on [*]. The Charterer shall notify the Owner of the proposed redelivery port by written notice delivered [*] before the end of the Charter Term.

4	Area of Permitted Use

The Vessel may be employed worldwide provided that the Charterer undertakes that the Vessel shall not be sent to or operated within any area prohibited by the Vessel’s flag state or any of the Vessel’s insurers.

5	Charter Hire

[*]

All Charter Hire payments shall be made by wire transfer to such account as the Owner may from time to time direct. For the avoidance of doubt, Appendix 1 shall govern and control all payments made hereunder.

6	Insurance

The agreed minimum total loss value of the Vessel shall be (see Part II, Clause 4) [*].

For the purposes of this Charter, the term “total loss” includes the actual, agreed, constructive or compromised total loss or destruction of the Vessel.

7	Special Provisions

(a)

Effectiveness

“ Effective Time ” shall mean [*].

(b)

Fair Wear and Tear

In this Charter the term “fair wear and tear” shall mean and include only the following: (i) thinning of paint due to the action of time and elements; (ii) scuffing of paint by rubber tired vehicles and properly fendered tugs; (iii) rust or corrosion due to contact with sea water and air; or (iv) fouling of hull by growth of marine organisms. Fair wear and tear shall not include damage to the Vessel’s deck, internal parts or hull that results from the Charterer’s use of the Vessel or otherwise.

(c)

Vessel Loss or Damage; Redelivery

The Charterer, as bareboat charter operator of the Vessel before entry and inception of this Charter, shall have all risks of loss and damage to the Vessel before as well as during the Charter Term except only the risk of fair wear and tear to the Vessel during the Charter Term. Except where the Charterer exercises the Purchase Option under Part I, Clause 7(f), the Charterer shall redeliver the Vessel to the Owner with class maintained free of any class conditions or recommendations and with all survey cycles and certificates up to date and valid for a minimum of 3 months forward from the date of redelivery, free of any average damage affecting class and otherwise in the same structure, state, order and condition as at [*] (for determining such condition, the on-hire survey conducted in relation to the charter period immediately preceding the Charter Term shall be used as a reference), fair wear and tear during the Charter Term excepted.

(d)

Basis of Charter

During the Charter Term the Vessel shall be in the full possession of the Charterer and under its complete control. The Charterer shall at its own cost and risk crew, manage, maintain, navigate, operate, insure, victual, fuel, provision, supply and (whenever the same may be necessary) repair and dry-dock the Vessel. The Master, officers and crew shall be the servants and representatives of the Charterer for all purposes whatsoever and the Charterer shall be exclusively responsible for ensuring full compliance with all conventions, laws, regulations and rules whatsoever respecting the Master, officers and crew. The Owner shall retain no possession or control of or over the Vessel during the Charter Term, the agreed intention of the Parties’ being that the Vessel shall be hired and operated by the Charterer on a bareboat basis.

(e)

Charterer’s Undertakings

The Charterer undertakes:-

(i)

Not to change the flag or the classification society of the Vessel, without the Owner’s prior written consent;

(ii)

Not to make any structural alternations to the Vessel without the Owner’s prior written approval, which shall not be unreasonably withheld (for the avoidances of doubt, such approval, if granted, shall in no way affect the Charterer’s obligation to redeliver the Vessel in accordance with the requirements under Part I, Clause 7(c));

(iii)

To comply with all of the assignments, undertakings and other obligations from time to time owed by it to the Owner’s financiers under the General Assignment executed by the Owner and the Charterer in favour of the Credit Agricole Asia Shipfinance Limited dated [*] or otherwise; and

(iv)

To enter into such further documents as the Owner’s financiers may reasonably require in connection with the Owner entering into this Charter with the Charterer.

(f)

Purchase Option

In consideration of [*] paid by the Charterer to the Owner (the receipt and sufficiency of which is hereby acknowledged), the Owner grants to the Charterer an option (the “ Purchase Option ”) to purchase the Vessel at any time during the Charter Term at a price equivalent to [*] reduced by [*] of the aggregate of all Charter Hire paid by the Charterer prior to the completion of acquisition with details set out in Appendix 1 (the “ Purchase Consideration ”) provided that:

(i)

The Charterer shall give a notice in writing to the Owner [*] (which notice shall state the proposed date of the sale and purchase);

(ii)

The Charterer may assign its rights under the Purchase Option to its holding company or subsidiary;

(iii)

At completion of the acquisition, the Charterer (or a designated holding company or subsidiary of the Charterer) shall pay the Purchase Consideration to the Owner in full by wire transfer to such account as the Owner may direct;

(iv)

Upon the issue of the notice in writing referred to in sub-Clause (i) above, the Owner and the Charterer (or the designated holding company or subsidiary of the Charterer) shall enter into a sale and purchase agreement regarding the Vessel (“SPA”) which shall be mutually agreed between the Owner and the Charterer (or the designated holding company or subsidiary of the Charterer); and

(v)

This Charter shall be terminated at the date and time of the vessel delivery being actually carried out under the SPA.

(g)

Early Termination by the Owner

The Owner may at any time during the Charter Term terminate this Charter without liability on its part and without being subject to the Purchase Option, if prior to giving notice of termination the Charterer has not exercised the Purchase Option pursuant to Part I Clause 7(f), by giving a notice of not less than 6 months to the Charterer (the Vessel shall be redelivered to the Owner in accordance with the requirements under this Charter as if the redelivery is required upon the expiry of the Charter Term). The Charterer may request the Owner to postpone the date of termination of the Charter under this sub-Clause for a maximum period of 3 months and such request shall not be unreasonably withheld.

8	Additional Terms

All terms and conditions contained in Part II on the following pages are hereby fully incorporated by reference into and form an integral part of this Charter. In case of inconsistency between the terms and conditions contained in Part I and Part II of this Charter, the terms and conditions contained in Part I shall prevail.

9	Termination of the Existing Charter

Upon execution by the Parties, the existing charter shall terminate on [*] without further rights and liability on the part of the Parties (save as the rights, liabilities and obligations incur/arise before the Effective Time). For the purpose of this Clause 9, “existing charter” shall mean the bareboat charter entered into between the Parties in respect of the Vessel dated [*].

IN WITNESS WHEREOF , the Parties have caused this Charter to be executed by their duly authorised signatories on day of August 2010.


Owner		Charterer

By:	/s/ David Chua	By:	/s/ Kevin M. Sheehan
	Mr. David Chua		Kevin M. Sheehan President & Chief Executive Officer

			Approved as to Form /s/ Daniel S. Farkas NCL Legal Department

		By:	Approved as to Content /s/ Signature Illegible

PART II

1	Delivery and Redelivery

The Charterer, as bareboat charter operator of the Vessel before entry and inception of this Charter, is fully aware of the Vessel’s condition.

The Charterer agrees that the Vessel’s condition is acceptable in every respect whatsoever and that the Vessel is in full compliance with this Charter.

Accordingly, the Vessel shall be deemed delivered and taken over strictly “as is, where is” and, notwithstanding any term, condition, representation or warranty whatsoever (whether express or implied) to the contrary, the Charterer shall not have or assert (and hereby waives) all claims whatsoever against the Owner, whether known or unknown, suspected or unsuspected, accrued or unaccrued, with respect to the Vessel.

The Charterer acknowledges and agrees that all conditions and recommendations of class shall be removed before the Vessel is redelivered to the Owner if it is not purchased pursuant to Part I Clause 7(f) of the Bareboat Charter.

If any latent defect, deficiency or non-conformity should appear or arise during the Charter Term, the Charterer shall repair or replace the same at its cost and in its time. The Charterer agrees that the Owner shall not have any liability whatsoever to the Charterer if the Vessel should prove to be unsuitable for the Charterer’s purposes for any reason whatsoever, or if the Vessel should cease to be available to the Charterer for any reason whatsoever except where the Charterer is deprived of the use of the Vessel by an independent breach of this Charter by the Owner.

At the end of the Charter Term the Charterer shall redeliver the Vessel to the Owner at the place of redelivery specified in Part I.

2	Permitted Use

[*]

3	Charter Hire And Payment

[*]

4	Insurance And Agreed Value

Throughout the term of this Charter the Charterer shall keep the Vessel insured at its cost and risk (including deductible risks), against all risks usually insured against by first class and prudent owners and operators of passenger vessels including marine risks, hull and machinery risks, war risks, excess risks, protection and indemnity risks with full standard coverage up to the highest limit of liability available for pollution risks, and any risks against which it is compulsory to insure by reason of the Vessel’s operations (including financial security in respect of third party liabilities) in such amounts, on such conditions (including conditions protecting the Owner’s interest in the Vessel), and with such independent first class insurers, underwriters and protection and indemnity associations as the Owner (acting reasonably) may approve from time to time.

For the purposes of the insurance cover to be arranged and maintained by the Charterer, the agreed total loss value shall not be less than the amount specified in Part I, Clause 6.

The Charter shall punctually pay all premiums, calls, contributions or other sums payable in respect of the Vessel’s insurances and shall renew all insurances on a timely basis.

The Charterer shall bear all risks of loss of or damage to the Vessel, however and whenever the same may be caused. The Charterer shall ensure that all sums receivable in respect of any partial loss and damage relating to the Vessel shall be applied promptly to discharge all liabilities in respect of the loss or (as the case may be) to pay all costs in respect of full repair of damage or (as the case may be) replacement of parts or equipment so as to put the Vessel back into the condition required by this Charter.

All repair and replacement work in relation to the Vessel shall be planned and carried out (including with respect to materials and workmanship) in accordance with best practice and so as not to diminish the value or to adversely affect the classification or insurance status of the Vessel.

For the avoidance of doubt, if any loss of or damage to or in respect of the Vessel (including any relating to any latent defect, deficiency or non-conformity in the Vessel) is not be covered by insurance or if for any reason whatsoever the Charterer does not make any or a full insurance recovery in respect of any such loss or damage, this shall not relieve the Charterer of its obligation promptly to discharge all liabilities in respect of the loss or (as the case may be) to pay all costs in respect of the full repair of the damage or (as the case may be) replacement of parts or equipment so as to put the Vessel back into the condition required by this Charter.

All time relating to repair or replacement works, including time expended in any deviation from the Vessel’s itinerary, shall be for the Charterer’s account.

The Charterer shall immediately notify the Owner of any circumstance or occurrence in consequence of which the Vessel is likely to become a total loss.

Should the Vessel become a total loss, the Charterer agrees promptly to pay the Owner the full amount of the agreed total loss value specified in Part I, Clause 6 less the amount of any insurance proceeds received by the Owner from the Vessel’s insurers in respect of such total loss.

All insurance proceeds for loss of the Vessel shall be paid to the Owner who shall distribute the moneys between the Owner and the Charterer according to their respective interests and taking into account any payment previously made by the Charterer to the Owner in respect of the loss.

Before inception of this Charter and upon the Owner’s request from time to time during the Charter Term, the Charterer shall provide the Owner with such documentation and information as the Owner may require showing the insurance cover that the Charterer has arranged and is maintaining in connection with the Vessel.

If the Charterer fails to place or maintain any of the required insurance cover or if, by any act or omission, the Charterer vitiates or invalidates any

of such cover, the Charterer shall defend, indemnify and hold harmless the Owner and the other beneficiaries of such insurance to the extent it or any of them suffers or incurs any loss, damage, liability, cost in consequence of such failure, act or omission. In addition, the Owner may (but shall not be bound) to take such steps as it considers fit to remedy the Charterer’s default and in any such case all costs expended by the Owner shall be paid on demand by the Charterer to the Owner.

5	Surveys and Inspections

The Owner and the Charterer shall jointly appoint an independent surveyor for the purpose of determining and recording in writing the condition of the Vessel and an inventory of the Vessel’s main parts and equipment at the redelivery of the Vessel under this Charter. Each Party shall bear and pay one half of the surveyor’s costs. The survey report of the Vessel prepared by the independent surveyor in [*] shall be the base for the condition at delivery.

From time to time upon reasonable notice by the Owner, the Charterer shall make the Vessel available for survey or inspection by the Owner’s nominated surveyor or inspector who shall be paid for by the Owner.

6	Maintenance and Documentation

Throughout the Charter Term and without prejudice to the Charterer’s obligations respecting the redelivery condition of the Vessel, the Charterer shall at its cost and in its time:

(i)

maintain the Vessel, its parts and equipment in a good and efficient state of repair and operating condition, in accordance with good commercial maintenance practice and otherwise in full compliance with all conditions, recommendations, regulations and other requirements of the agencies, authorities and bodies having jurisdiction over the Vessel from time to time including, without limitation, the flag and port state authorities, the International Maritime Organisation and the Classification Society;

(ii)

submit the Vessel to continuous survey in respect of its hull and machinery and to such other surveys as may be required for classification, insurance or regulatory purposes;

(iii)

keep the Vessel’s classification up to date with the Classification Society and comply with all classification conditions, recommendations and other requirements on a timely basis;

(iv)

dry-dock the Vessel and clean and paint her underwater parts whenever the same may be necessary;

(v)

replace any parts or equipment that are damaged or become so worn as to be unfit for use, and carry out such repairs as may from time to time be necessary, in accordance with best practice and so as not to diminish the value or to adversely affect the classification or insurance status of the Vessel ; and

(vi)

procure and maintain in full force and effect, with full validity and without any restriction, all such certificates, permits, licenses and other documents as may be required from time to time by

the Classification Society and by all such national, state, local or international codes (including, without limitation, the International Management Code for the Safe Operation of Ships and for Pollution Prevention, and the International Ship and Port Facility Security Code), laws, regulations or conventions as may be or as may become applicable to the Vessel from time to time.

If any improvements, capital expenditures, structural changes or new equipment should become necessary, whether by reason of new classification or regulatory requirements or otherwise, the Charterer shall arrange for the relevant works to be carried out during the Charter Term and all related costs and time shall be for the Charterer’s account.

7	Debts, Liens

The Charterer shall promptly pay all assessments, charges, debts, damages, dues, fines, liabilities, monetary sanctions, penalties, taxes, tolls and other outgoings in respect of the Vessel.

Neither the Charterer nor the Master of the Vessel nor any other person shall have any authority, power or right to create, incur or permit to be asserted against or imposed upon the Vessel, any claims, liens or other encumbrances of any nature whatsoever, and the Charterer shall so notify any entity or person which has dealings with the Vessel including (without limitation) repairers, suppliers, or providers of towage services or necessaries to the Vessel.

The Charterer shall carry a certified true copy of this Charter with the Vessel’s papers on board the Vessel and undertakes that it shall, on demand, to exhibit the same to any person having business with the Charterer or the Vessel.

The Charterer agrees to defend, indemnify and hold harmless the Owner against all claims, liens and encumbrances whatsoever and to promptly remove any claims, liens or encumbrances that are at any time asserted against or imposed on the Vessel and which are alleged to have arisen at any time before or during the Charter Term.

The Charterer further agrees to defend, indemnify and hold harmless the Owner against all loss, damage and cost resulting from any arrest, capture, detention, restraint or other seizure of the Vessel and the consequences thereof or from acts of piracy, warlike operations or other hostile acts against or affecting the Vessel, whether there be a declaration of war or not, and against any consequences of civil war, revolution, rebellion, insurrection or civil strife affecting the Vessel.

If the Vessel should be arrested, captured, detained, restrained or otherwise seized the Charter will immediately notify the Owner in writing and, at the Charter’s cost and risk, take all such steps (whether by posting bail or otherwise) as may be required to procure the immediate release of the Vessel.

Without prejudice to the Charterer’s responsibility for all claims, liens or encumbrances arising out of the ownership or operation of the Vessel before the Charter Term and the chartering of the Vessel under this Charter, the Charterer shall not be responsible for any claims, liens or encumbrances asserted or imposed on the Vessel in respect of any

independent obligation or liability of the Owner which does not arise out of or by reason of or in connection with the chartering of the Vessel under this Charter.

8	Charterer’s Equipment

The Charterer may fit additional equipment on the Vessel for use in connection with the Charterer’s operations provided that this is done without any damage to the Vessel or any diminution in the value of the Vessel or any adverse effect on the Vessel’s classification or insurance status and further provided that no structural change may be made to the Vessel without the Owner’s prior written consent. The Charterer may remove equipment installed by it before redelivery provided that it restores the Vessel to the same condition existing prior to installation of such equipment. The Charterer shall bear all cost and risk of fitting, installation, removal and restoration works.

9	Assignment, Sub-charter

The Charterer shall not sub-charter the Vessel on any basis whatsoever or sell, assign or transfer this Charter without the prior written consent of the Owner which consent, in the free discretion of the Owner, may be withheld without the need to give any reason or may be granted subject to the imposition of such conditions as the Owner may require.

10	Taxes And Duties

The Owner shall not be responsible for any transportation, use, sales, property or any other similar or dissimilar taxes or royalties levied or assessed by any taxing entity, foreign or domestic, in connection with this Charter, the Vessel or the operation or use of the Vessel before or during the Charter Term or, to the extent applicable, for any U.S. Customs duties for repairs performed in non-U.S. shipyards, and all such taxes, duties and royalties shall be for the Charterer’s account, and if any such are incurred, the Charterer shall promptly pay the same or defend, indemnify and hold harmless the Owner (if any have been levied or assessed against it).

11	Liability And Indemnity

The Charterer assumes all risks whatsoever of liability for the Vessel and for the use and operation thereof, including (without limitation) those arising from the use or release into the environment of hazardous substances, which shall include petroleum and used oil, or any other pollutant or contaminant, hazardous, dangerous or toxic waste, substance or material as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Resource Conservation and Recovery Act, as amended; the Toxic Substances Control Act, as amended; the Hazardous Materials Transportation Act, as amended; the Oil Pollution Act of 1990; or any other statute, law, ordinance, code or regulation of any applicable governmental agency relating to or imposing liability or standards of conduct concerning the use, production, generation, treatment, storage, recycling, handling, transportation, release, threatened release or disposal of any hazardous, dangerous or toxic waste, substance or material, currently in effect or at any time hereafter adopted during the Charter Term, and for injuries to or deaths of persons and/or loss of or damage to property arising from or incident to such use or operation, whether such injuries or deaths involve the Charterer’s employees or others and whether such loss or damage involves property of the Charterer or of others.

The Charterer shall defend, indemnify and hold harmless the Owner and every person, vessel and entity described in Clause 14 against and from all loss, damage, liability, cost, including attorneys’ fees, arising from or in connection with such injury, death, loss or damage, however and whenever caused.

12	Quiet Enjoyment

Subject always to its rights under Clause 13, the Owner warrants that it will not disturb, or permit any person claiming through the Owner to disturb, the Charterer’s quiet possession and enjoyment of the Vessel in accordance with this Charter.

13	Termination

[*]

14	Extension Of Benefits And Limitation Of Liability

All defences, indemnities, immunities, limits of liability or other benefits granted or provided by this Charter or by any applicable statute to or for the benefit of the Owner or the Charterer, as the case may be, shall also apply to and for the benefit of:

(i)

the Vessel and to the Master, officers and crew of the Vessel;

(ii)

all affiliates, parents, subsidiaries and shareholders of the Owner or the Charterer, as the case may be, and any vessels or other assets of any of the same;

(iii)

all directors, officers, employees and servants of any of the foregoing.

15	Law And Jurisdiction

This Charter shall be governed by and construed in accordance with English law and any dispute or claim arising under, out of or in connection with this Charter which is not amicably settled by the Parties shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association Terms current at the time when the arbitration proceedings are commenced. The reference shall be to a panel of three arbitrators, unless the Parties can agree on a single arbitrator, no member of which shall have any interest in or with any of the Parties. A Party wishing to refer a dispute to arbitration shall appoint its arbitrator and send written notice of such appointment to the other Party requiring the other Party to appoint its arbitrator within 14 days of that notice and stating that it will appoint its own arbitrator as sole arbitrator unless the other Party appoints its arbitrator within the 14 days so specified. If the other Party does not appoint its own arbitrator and give written notice to the other Party that that it has done so within the 14 days specified, the Party referring the dispute may, without the need for any further notice to the other Party, appoint its arbitrator as the sole arbitrator and shall notify the other Party in writing accordingly. The award of a sole

arbitrator shall be binding on both Parties as if he had been appointed by agreement. In the event of either Party using an attorney or attorneys, the prevailing Party shall be entitled to receive payment of all reasonable and properly documented legal costs and expenses.

16	Notices

All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (i) in person, (ii) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (iii) by a generally recognized overnight courier service which provides written acknowledgment by the addressee of receipt, or (iv) by facsimile or other generally accepted means of electronic transmission, addressed as set forth below or to such other addresses as may be specified by like notice to the other Party:

If to the Charterer:

c/o Norwegian Cruise Line

7665 Corporate Center Drive

Miami, Florida 33126

Fax: +1 (305) 436-4113

Attn: Chief Executive Officer

With a copy to General Counsel at the same address and fax: +1 305 436 4117.

If to the Owner:

c/o Genting Hong Kong Limited (“GHK”)

Suite 1501, Ocean Centre

5 Canton Road, Tsimshatsui

Kowloon, Hong Kong

Fax: +852 226 854 82

Attn: Chief Operating Officer

With a copy to Senior Vice President – Legal, Company Secretarial & Compliance at the same address and fax number + 852 226 854 51.

17	General Provisions

Each payment to be made by a Party under this Charter shall be made without any set-off, counterclaim or deduction [*].

[*]

18	Confidentiality

All information about either Party or any of their respective parent, subsidiary, affiliated, related or joint venture companies, customers, operations and the like, shall be treated as “Confidential Information” by the other Party and such Party will not disclose same without the prior written consent of the other Party during or after expiry of the Charter Term of and after the expiration or termination of this Charter. Both Parties shall also consider the terms and conditions of this Charter to also be Confidential Information, provided, however, it is expressly agreed that nothing in this Clause shall prohibit either Party from disclosing this Charter to its

financiers or legal advisers nor shall it prohibit either Party or NCLC or GHK from disclosing any Confidential Information that it is required to disclose by law or the rules or regulations of any stock exchange or similar body.

With respect to Confidential Information received by a Party such Confidential Information: (i) shall be held in confidence and protected in accordance with the security measures with which such Party protects its own proprietary or confidential information which it does not wish to disclose; (ii) shall be used by such Party only to perform its responsibilities, including, without limitation, the services pursuant to this Charter; (iii) shall not be produced or copied, in whole or in part, except as necessary for its authorized use under this Charter; (iv) shall be returned to the other Party upon request, or destroyed, together with all copies, when it is no longer needed or upon termination or expiration of this Charter; and (v) shall not be provided to any third parties except upon the prior written consent of the other Party.

End of PART II

HFWHK1\1369713-1

Exhibit 10.55

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

SHIPBUILDING CONTRACT

BETWEEN

MEYER WERFT GMBH

AND

BREAKAWAY ONE, LTD.

AND

NCL CORPORATION LTD.

IN RELATION TO HULL NO. S.678

CONTENTS


Clause		Page

*Article 1: Subject Matter of Contract*

1.	Agreement To Build, Sell And Purchase		1

2.	Description Of The Ship		2

3.	Specification And Plans		4

4.	Classification		4

5.	Builder’s Right To Subcontract		6

6.	Buyer’s Supplies		7

7.	Builder’s Tally Of Buyer’s Supplies		8

*Article 2: Supervision*

1.	Supervisor		10

2.	Plan Approval		11

3.	Work Approval		12

4.	Planned Programme		13

5.	Minor Alterations		14

6.	Technical Disputes		14

*Article 3: Modifications*

1.	Modifications		15

2.	Classification And Regulatory Changes		17

3.	Substitution Of Parts		17

*Article 4: Title And Insurances*

1.	Title, Risk And Encumbrances		18

2.	Insurances		19

3.	Loss Or Damage		20

*Article 5: Permissible Delays*

1.	Extension Of Time For Building Work		22

2.	Delay Notices		24

*Article 6: Tests, Liquidated Damages And Certain Termination Rights*

1.	Tests		25

2.	Liquidated Damages		26

*Article 7: Delivery And Guarantee*

1.	Delivery And Acceptance		31

2.	Guarantee		34


*Article 8: Contract Price And Payment Terms*

1.	Contract Price	39

2.	Payments	39

*Article 9: Termination*

1.	Termination By Builder	43

2.	Termination By Buyer	44

3.	Termination By Either Party	47

*Article 10: Builder’s Representations, Covenants And Indemnities*

1.	Representations, Warranties And Covenants	48

2.	Indemnities	48

*Article 11: Intellectual Property Rights*

1.	Patents, Trade Marks And Copyrights	50

2.	Rights To Engineering And Design Data	51

*Article 12: Taxes And Contract Expenses*

1.	Taxes	52

2.	Contract Expenses	52

*Article 13: Disputes, Jurisdiction, Governing Law And Notices*

1.	Technical Disputes	53

2.	Jurisdiction	54

3.	Governing Law	54

4.	Notices	54

*Article 14: General Matters*

1.	Computation Of Time	57

2.	Assignments	57

3.	Partial Illegality	57

4.	Confidentiality	58

5.	Amendments	58

6.	No Waiver	58

7.	Consents	58

8.	Language	59

9.	Models	59

10.	Counterparts	59

11.	Effective Date	59

12.	Protected Parties	60

13.	Guarantee	60

14.	Fair Dealing And Business Standards	60


*Schedules*

Schedule 1	Definition Of Certain Terms	62

Schedule 2	Form Of Refund Guarantee	68

Schedule 3	A OM Form	71

A UTHORISED S IGNATURES		72

THIS SHIPBUILDING CONTRACT is dated 24 September, 2010 and made between:

(1)	MEYER WERFT GMBH , a company organised and existing under the laws of Germany, and having its principal office at Industriegebiet Süd, D-26871 Papenburg, Germany (the “ Builder ”); and

(2)	BREAKAWAY ONE, LTD., a company incorporated in Bermuda and having its registered office at Milner House, 18 Parliament Street, Hamilton HM12, Bermuda (the “ Buyer ”); and

(3)	NCL CORPORATION LTD. , a company incorporated in Bermuda having its registered office at Milner House, 18 Parliament Street, Hamilton HM12, Bermuda (“ NCLC ”).

NOW IT IS HEREBY AGREED as follows:

ARTICLE 1: SUBJECT MATTER OF CONTRACT

1.	AGREEMENT TO BUILD, SELL AND PURCHASE

1.1	On and subject to the provisions of this Contract, the Plans and the Specification:-

(i)

the Builder shall:

(a)

design, engineer, build, launch, equip and outfit the passenger cruise ship more particularly described in this Contract, the Plans and the Specification (the “ Ship ”) at the Shipyard, and

(b)

provide all components, equipment, gear, fittings, machinery, materials, parts, plant, outfit, spares and supplies which are necessary to achieve the objects and purposes described in Clause 1.1(i) (a) (the “ Parts ”) other than the specified supplies to be provided by the Buyer (the “ Buyer’s Supplies ”),

(c)

supply all operating and maintenance manuals, drawings, lists, maker’s instructions, plans, records, training materials and other construction documents;

(d)

provide or procure the provision of all specified training of the Buyer, its employees and other representatives; and

(e)

complete, finish, sell and deliver the Ship to the Buyer at Eemshaven or any other North European sea port (the “ Delivery Port ”) selected by the Builder and approved by the Buyer (such approval not to be unreasonably withheld or delayed) after successful performance and completion of the tests relating to the Ship; and

(ii)

the Buyer shall purchase and accept delivery of the duly completed Ship at the Delivery Port.

1.2

The Builder, as a first class shipbuilder with a reputation for excellence and with knowledge of the Buyer’s performance and quality requirements and standards shall ensure that all building work shall be carried out in a good and workmanlike manner and in accordance with the highest shipbuilding and marine engineering practices and standards for new passenger cruise ships, and so that (unless specified to the contrary in the Specification) the design, quality, workmanship, Parts, function and performance of systems, and the aesthetic design of the passenger cabins and public areas and other

- 1 -

specified areas of the Ship, shall not be lower than the highest of the corresponding standards on the reference ships, as built by the relevant builder and as accepted by the relevant buyer.

2.	DESCRIPTION OF THE SHIP

2.1	The Ship shall be a luxury passenger cruise ship suitable for continuous year-round worldwide cruising, with the following main dimensions and characteristics:

(i)

Dimensions

Length overall about 324.metres

Length between perpendiculars about 300.50 meters

Breadth moulded about 39.70 metres

Depth bulkhead deck about 11.40 metres

Design draft about 8.30 metres

(ii)

Deadweight

The guaranteed deadweight at a design draft of 8.30 metres will be 11,110 metric tons in seawater of 1.025 t/m3 density (and under the conditions further described in section G.2.3 of the Specification). The deadweight is the difference between the loaded displacement and the contractual lightweight. The contractual lightweight is the weight of the Ship clean, empty, equipped ready for sea in accordance with section G.8.3 of the Specification and adjusted by any weight (and related ballast) added or subtracted by reason of any agreements on modification made at any time under Article 3 of this Contract,.

(iii)

Passenger cabins

Penthouse suites - 4

Courtyard suites 1: 19

Courtyard suites 2: 19

Courtyard suite ADA: 1

Spa suites: 15

Spa suite ADA: 1

Corner suites: 8

Junior suites: 12

Mini suites: 214

Mini suites spa: 20

Mini suites ADA: 4

Balcony cabins: 977

Balcony cabins spa: 28

Balcony cabins ADA: 19

- 2 -

Ocean view cabins: 122

Ocean view cabins ADA: 4

Family suites: 40

Family suites ADA: 4

Inside cabins: 391

Inside cabins ADA: 9

Inside deluxe cabins: 45

Inside studio cabins: 59

(iv)

Crew cabins

Captain class cabins: 4

Senior Officer cabins: 4

Officer single, outside cabins: 90

Officer single, inside cabins: 12

Petty officer, single cabins: 80

Crew, single, shared cabins: 644

Crew, double cabins: 140

Crew, double, shared cabins: 226

(v)

Life saving equipment

Total number of persons on board for the purposes of long international voyages - 6296.

(vi)

Machinery


Diesel engines		2 x 12v 48/60 CR TIER2, each capable of a maximum continuous rating of 14,400 kW at 514 rpm (or equivalent)

		2 x 14v 48/60 CR TIER2, each capable of a maximum continuous rating of 16,800 kW at 514 rpm (or equivalent)

Pod units		2 pod units each developing 17,500 kW at approximately 139 rpm

(vii)

Speed

The trial speed of the Ship at a mean moulded draft of 8.30 m shall be at least 22.5 knots under the conditions specified in Section G.2.5 of the Specification.

- 3 -

2.2

The details of the dimensions and characteristics referred to in Clause 2.1 above, as well as the definitions and method of measurements and calculations, are as indicated in the Specification and no changes shall be made to such dimensions and characteristics without the Buyer’s prior written approval.

2.3	The hull number of the Ship will be S.678 and that number shall in accordance with Clause 1.1 and 1.2 in Article 4 be placed upon the Ship and the Parts during construction.

3.	SPECIFICATION AND PLANS

3.1

The Specification and the Plans describe in detail building work standards, the features of the building work and the general scope of the building work but, although the contents of the Specification and the Plans are believed by the Builder and the Buyer to be accurate, all dimensions and other details shall be independently verified and checked by the Builder and, if there are any errors or omissions in the Specification or Plans which may adversely affect the safety, seaworthiness or technical performance of the Ship, the Builder shall correct the same, after first notifying the Buyer in writing and obtaining the Buyer’s written approval (which is not to be unreasonably withheld), without any increase in the Contract Price.

3.2

The Builder shall be solely and directly responsible for all aspects of the design, performance and quality of the building work, and the fact that any calculations, measurements, drawings, plans, test results or any other documents and data relating to the building work shall have been made, prepared or supplied by the Buyer or shown to the Buyer or approved by the Buyer and/or any Regulatory Authority and/or the Classification Society and/or any other specified person(s) or that modifications or alterations shall have been carried out in accordance with the Buyer’s requirements shall not in any manner or to any extent relieve the Builder from (or otherwise reduce) any of the Builder’s obligations and/or liabilities under this Contract.

3.3

All Parts shall be new or (with the Supervisor’s prior written approval which shall not be unreasonably withheld) unused, of high quality, and in strict and full accordance and compliance with this Contract, the Plans and the Specification and shall otherwise be in strict and full accordance and compliance with the Builder’s usual high standards and practices of construction for similar passenger ships.

3.4	The Builder shall pay for all Parts promptly on or before delivery of the Ship or in accordance with usual commercial credit terms.

3.5

The Builder shall furnish: spare parts in accordance with the Specification; and maintenance tools of the kind and in at least the quantities required by the Specification, the Classification Society, and the makers’ standards, for items furnished by the Builder. The cost of such spares and tools are included in the Contract Price. The Builder at its own cost and risk shall be responsible for the handling, storing and bringing on board the Ship of all spares and tools. Spares and tools furnished by the Builder shall be properly protected against physical decay, corrosion and mechanical damage and shall be properly listed so that replacements may be readily ordered by the Buyer.

4.	CLASSIFICATION

4.1	The Builder shall design and build the Ship under the supervision and special survey of Det Norske Veritas (the “ Classification Society ”), in accordance with the regulations, requirements, resolutions and rules of the Classification Society (the “ Class Rules ”) that

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are (i) in force as of the Effective Date and (ii) announced as of the Effective Date as intended at any time thereafter to come into force or to be implemented. On delivery the Ship shall achieve the class notations specified in Section G.3.2 of the Specification free of all conditions, notations, qualifications, recommendations, reservations and restrictions.

4.2

The Classification Society’s decision as to compliance or non-compliance of the building work with the Class Rules shall be final and binding on the parties but this provision shall not in any manner or to any extent relieve the Builder from (or otherwise reduce) any of the Builder’s obligations to comply with this Contract, the Plans and the Specification in respect of requirements that exceed the Class Rules.

4.3

The Builder shall also design and build the Ship under the supervision and in accordance with the regulations, requirements, resolutions and rules of the Regulatory Authorities (the “ Regulatory Rules ”) as well as all other specified regulations, requirements, resolutions and rules that, are (i) in force as of the Effective Date and (ii) announced as of the Effective Date as intended at any time thereafter to come into force or to be implemented.

4.4

The decision of any Regulatory Authority which is to issue specified certificates shall be final and binding on the parties as to compliance or non-compliance of the building work with the relevant Regulatory Rules but this provision shall not in any manner or to any extent relieve the Builder from (or otherwise reduce) any of the Builder’s obligations to comply with this Contract, the Plans or the Specification in respect of requirements which exceed the Regulatory Rules.

4.5	All classification, certification, testing, survey and other fees and charges payable to the Classification Society and other third parties in relation to the building work shall be for the account of the Builder.

4.6	Although the Classification Society will be appointed and paid for by the Builder, and although the Builder will be exclusively responsible for the correct interpretation and application of the Class Rules:

(i)

the parties intend that, in performing its role in relation to the building work, the Classification Society shall be acting for, and shall owe identical duties to, both of the parties to this Contract; and

(ii)

the Builder will ensure that the provisions of this Clause 4.6 are communicated to, and accepted by, the Classification Society prior to its appointment under this Contract.

4.7	All fees and charges incidental to the registration of the Ship under the flag and laws of the Flag State shall be for the account of the Buyer.

4.8	In relation to the building work, the Buyer has the right:

(i)

to inspect all correspondence, minutes of meetings and other documents passing between the Builder and the Classification Society or the Regulatory Authorities and to have copies thereof upon request of the Supervisor or the Buyer; and

(ii)

to attend all scheduled meetings between the Builder and the Classification Society or the Regulatory Authorities,

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and the Builder shall provide (or procure that the Classification Society or Regulatory Authorities provide) copies of all documents requested under paragraph (i) above and shall keep the Buyer well informed (in advance) of all of the meetings referred to in paragraph (ii) above. The Builder will promptly inform the Supervisor of any unscheduled meetings between the Builder and the Classification Society or the Regulatory Authorities and, if the Supervisor does not attend any of such meetings, the Builder will give the Supervisor a reasonably detailed account of the matters discussed and decisions taken at the meeting.

4.9

The Builder and its subcontractors shall comply with all laws, rules and regulations applicable to the building work, and the Builder shall obtain all licenses, permits, certificates and permissions required for the execution and completion of the building work, including those required by the Classification Society and the Regulatory Authorities.

4.10	The Builder shall be responsible for obtaining the approval of all drawings, calculations and other necessary matters by the Classification Society and the Regulatory Authorities, and shall arrange for all applicable certificates and approvals to be issued.

5.	BUILDER’S RIGHT TO SUBCONTRACT

5.1

The Builder shall not subcontract the whole of the building work but it may subcontract the performance of certain parts of the building work to reputable and suitably qualified and experienced subcontractors provided that for any major subcontracting the Builder shall obtain the prior written consent of the Buyer (which consent shall not be unreasonably withheld), it being agreed that “ major subcontracting ” shall mean any construction or assembly of the Ship’s volume sections or installation of the Ship’s machinery and other main Parts, or any other major building work, to be done outside the Shipyard unless customarily done outside the builders’ yards in connection with the construction of luxury passenger ships within the North/Northwest European shipbuilding industry.

5.2

The Builder’s appointment, contracting, employment or use of any workmen, subcontractors, agents and other representatives (including, without limitation, any such persons appointed or employed or contracted by the Builder with the Buyer’s approval) shall not in any manner or to any extent relieve the Builder from (or otherwise reduce) any of the Builder’s obligations and/or liabilities under or in connection with this Contract nor diminish the Builder’s responsibility adequately to manage and supervise such persons and to ensure that they conduct themselves in an efficient and workmanlike manner and in accordance with the practices and standards referred to in Clauses 1.2.

5.3	The Builder covenants with the Buyer that:

(i)

it shall ensure that there is not and will not be created by the Builder any direct or indirect contractual or other legal relationship between the Buyer and any subcontractors appointed or otherwise used by the Builder (save for such relationships as may be created by reason of the warranty and guarantee assignments to be made by the Builder under Clause 2.10 of Article 7);

(ii)

it shall take reasonable care in the selection, employment, appointment and supervision of all subcontractors, and shall use its best endeavours to procure their employment or appointment on the best possible terms consistent with the Buyer’s rights, and the Builder’s obligations and liabilities, under this Contract including, without limitation, such matters as (a) the best possible guarantees

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and warranties reasonably achievable and liberty for the Builder to assign all or any part(s) of such guarantees and warranties to the Buyer, (b) the safety of passengers and crew, (c) good service, (d) reliability of subcontractors, and (e) availability of spares and post-delivery service support;

(iii)

it shall prevent its subcontractors from exercising any rights (including without limitation, any German Law Encumbrance Rights) to arrest, attach, detain or encumber the Ship, the Parts or any of the Buyer’s Supplies;

(iv)

it shall promptly provide the Buyer with such information and access as it may require from time to time in order to verify the performance of the supply and building work carried out by the Builder’s subcontractors;

(v)

it shall promptly (a) deal with the Buyer’s reasonable complaints regarding the terms of engagement or contract of any of its subcontractors, and/or (b) take necessary steps to ensure the proper performance of any such subcontractors, and/or (c) comply with any reasonable requests by the Buyer to terminate any such engagement or contract and appoint a substitute subcontractor; and

(vi)

it shall be fully, directly and solely responsible (as between the Builder, the Buyer and the other protected parties) for the acts, omissions and defaults of the Builder’s subcontractors (including, without limitation, any persons appointed, employed or contracted by the Builder with the approval of the Buyer) and for the acts, omissions and defaults of the respective officers, employees, workmen, agents and other representatives of the Builder and its subcontractors.

5.4	The Buyer shall have the right to approve the identity of all main subcontractors other than those specified in the List of Suppliers, such approval not to be unreasonably withheld.

5.5	All labour costs (including overtime costs) of the Builder and of the workmen, subcontractors, and others used by the Builder shall be for the account of the Builder.

6.	BUYER’S SUPPLIES

6.1

The Buyer, at its own risk and expense, shall contract for, supply and deliver the Buyer’s Supplies to the Shipyard and, in the case of certain materials, to the Builder’s facility at the base port for trials in proper condition for installation or incorporation in, or stowage on board, the Ship in precise accordance with a delivery schedule to be agreed between the Buyer and the Builder within one hundred and eighty (180) days after the Effective Date.

6.2

The Builder shall, at its own risk and expense, receive, check as to agreement with transport documents, insure (in accordance with Clause 2 of Article 4), safely store and keep well protected, and properly inspect, put on board and thereafter install or incorporate in or stow on the Ship, all of the Buyer’s Supplies from time to time delivered to the Shipyard, and (whenever so requested by the Supervisor) the Builder shall also assist the Buyer to clear any Buyer’s Supplies through German customs and (in relation to the materials which are to be delivered at the base port for trials) through the relevant customs. Upon request by the Builder and subject always to the availability of appropriate representatives of the Buyer at the Shipyard, the Buyer’s representatives at the Shipyard will assist the Builder at the Shipyard in the transport, storage and installation of the Buyer’s Supplies.

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6.3

In order to facilitate the inspection, installation and incorporation of the Buyer’s Supplies by the Builder, the Buyer shall furnish the Builder with all storage instructions, plans, instruction books, test reports and certificates provided to the Buyer by its suppliers and, if so requested by the Builder, the Buyer shall without charge to the Builder cause the relevant suppliers to assist the Builder in the installation and incorporation of such Buyer’s Supplies at the Shipyard. If any Buyer’s Supplies (including any Buyer’s Supplies to be replaced by the Buyer pursuant to this Clause 6) have not been delivered within five (5) working days after the Supervisor’s receipt of a notice from the Builder under Clause 6.4(ii), the Builder shall be entitled to proceed with the construction of the Ship without installing or incorporating such Supplies in or on the Ship and the lack of any such installation or incorporation shall not be treated as a Defect in the Ship provided that if, having regard to the nature and/or expected delivery date(s) of the relevant Buyer’s Supplies and/or the Builder’s programme for the building work, it is reasonable for the Buyer to request the Builder to arrange the building work so that the relevant Supplies can be installed or incorporated in or on the Ship at a later date then, in each such case, the Builder will use its best efforts to accommodate any such reasonable request.

6.4	The Builder:

(i)

shall be liable to the Buyer for any damage to or loss of any Buyer’s Supplies occurring or arising after their delivery by (or on behalf of) the Buyer under Clause 6.1 unless such damage or loss is caused by the inadequate packing or inherent vice of such Buyer’s Supplies; and

(ii)

shall notify the Supervisor as soon as practicable of any loss of, damage to, or deficiency in the supply or performance of, any of the Buyer’s Supplies or any late delivery thereof in accordance with Clause 6.3.

6.5

Where the Builder is liable to the Buyer (under Clause 6.4) for any damage to or loss of any Buyer’s Supplies, the Builder will promptly replace the relevant Supplies with identical items at its risk and expense. If, notwithstanding all reasonable efforts by the Builder, it is not possible to obtain identical items then the Builder will at its risk and expense provide comparable items which are reasonably acceptable to the Buyer. In all other cases where the Builder gives notice to the Buyer under Clause 6.4(ii), the Buyer will promptly replace the relevant Supplies at its risk and expense.

6.6

Within thirty (30) days after the Ship has been delivered by the Builder and accepted by the Buyer in accordance with the provisions of this Contract, the Buyer will remove from the Shipyard any of the Buyer’s Supplies which have not been used in the construction of, or otherwise delivered with, the Ship.

7.	BUILDER’S TALLY OF BUYER’S SUPPLIES

7.1

The Builder shall make and keep fully itemised and up-to-date records of all Buyer’s Supplies from time to time delivered to the Shipyard and/or other premises of the Builder (and/or its subcontractors) and, without prejudice to the generality of the foregoing, the Builder shall ensure that such records are made and kept in the form used by the Builder for its own stocks and show:

(i)

the date of delivery to the Builder (or its subcontractors) of each batch or consignment of Buyer’s Supplies;

(ii)

where and how such Buyer’s Supplies are stored;

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(iii)

when such Buyer’s Supplies are incorporated or installed in, or stowed on, the Ship; and

(iv)

the balance (in units) of any unused Buyer’s Supplies.

7.2	The Builder shall provide the Supervisor, on a monthly basis, with a complete set of the records described in Clause 7.1 and all amendments of, or supplements to, such records.

(End of Article 1)

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ARTICLE 2: SUPERVISION

1.	SUPERVISOR

1.1

The Buyer may retain a supervisor (the “ Supervisor ”) and a supervision team at the Shipyard to maintain close contact with the Builder and, on behalf of the Buyer, to supervise the building work, and the Builder will assist the Buyer to obtain any necessary German permissions and authorisations for the Supervisor and his team to carry out their duties.

1.2

The Supervisor and his team shall at all times be deemed to be the employees of the Buyer and the Builder shall be under no liability whatsoever for personal injuries or other harm to, or death of, the Supervisor or any of his team, or for damage to, or loss or destruction of, their property, unless such injury, harm, death, damage, loss or destruction is caused by the negligence and/or wilful default of the Builder and/or any of the Builder’s subcontractors.

1.3	The Supervisor and his team shall carry out their inspections and supervision in an efficient manner and in such a way as to avoid any increase in the building costs or delays to the building work.

1.4	All salaries and, subject to Clause 1.5, costs and expenses of the Supervisor and his team shall be for the Buyer’s account.

1.5	The Builder shall provide, free of charge to the Buyer, the Supervisor and the Supervisor’s team:

(i)

adequately equipped, maintained and serviced changing rooms and offices in reasonable numbers (including, without limitation, tables, chairs, filing cabinets, direct call national and international telephones and faxes, word processing workstations with laser printers in each office all in reasonable numbers, and one (1) full time secretary) conveniently located in the Shipyard and in close proximity to the Ship, and

(ii)

lodgings in Papenburg (or vicinity) and meals at the Shipyard (as far as available),

provided that the Builder may charge the Buyer at cost for such lodgings and meals, for the secretary and for the use by the Supervisor and his team of the national and international postage, telephone and fax services provided by the Builder under this Clause 1.5.

1.6

A written statement confirming the Supervisor’s appointment and the scope of his actual authority shall be given by the Buyer to the Builder within thirty (30) days after the Effective Date. Written notice of revocation of appointment of the Supervisor and/or any change in the scope of his actual authority shall be given by the Buyer to the Builder immediately after any such revocation and/or change has been decided upon by the Buyer.

1.7	The Supervisor and his team shall be deemed to have notice of and shall observe the safety, security and other rules and precautions in force from time to time at the Shipyard and at the premises of the Builder’s sub-contractors.

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2.	PLAN APPROVAL

2.1

Each of the Builder and the Buyer acknowledges and agrees that the construction of the Ship requires co-operation and flexibility on the part of both parties, especially during the design phase. The plan approval arrangements referred to in this Clause 2 shall be limited to such plans, drawings and other documents as are described in section G.4.3 of the Specification.

2.2

Notwithstanding the generality of Clause 2.1, the building work shall be carried out in strict accordance with the provisions of this Contract, the Specification and the Plans, and prior to commencement of the building work (and from time to time thereafter as and when the Buyer may request) the Builder will provide the Supervisor with a work schedule containing a critical path treatment of the major and significant elements of the building work, in their proper sequence, which must be completed to ensure delivery of the Ship by the Delivery Date.

2.3

All plans, drawings and other documents required to be developed and supplied by the Builder to the Buyer for approval shall be delivered by the Builder in their proposed final form in three (3) copies which shall be delivered to the Supervisor (or, if the Supervisor is not at the Shipyard at the relevant time, to the most senior member of the Supervisor’s team at the Shipyard unless a specified member of the team has been nominated by the Supervisor for this purpose by notice to the Builder and is available at the Shipyard), and the Builder agrees to use its best endeavours to submit all such plans, drawings and documents in such a manner that the Buyer may reasonably review and approve or comment on the same within the periods provided for in Clauses 2.4 and 2.5.

2.4

Within five (5) working days after the Supervisor’s receipt of the plans, drawings and other documents referred to in Clause 2.3, the Supervisor will notify the Builder in writing whether or not such plans, drawings and other documents are sufficient to enable the Buyer to review them pursuant to this Clause 2; and if any of the plans, drawings or other documents are deficient in any way, the Supervisor must specify the deficiency and give his reasons in such notice.

2.5

If a plan, drawing or other document is not accepted by the Supervisor as being sufficient for the Buyer’s review in accordance with Clause 2.4, the Builder shall promptly alter the relevant plan, drawing or document without charge to the Buyer and resubmit it as altered for approval by the Buyer in accordance with Clauses 2.3 to 2.6. Such approval shall refer only to the alterations.

2.6

Any plans, drawings and other documents submitted to the Supervisor and accepted by him as being sufficient for the Buyer’s review must be returned to the Builder as soon as practicable and, at the latest, within fifteen (15) working days after the Supervisor’s receipt of those plans, drawings and other documents which the Supervisor has authority to approve on behalf of the Buyer. If the Buyer needs additional time to review any plans, drawings and other documents, it will request an extension by written notice to the Builder as soon as reasonably practicable after the Supervisor’s receipt of the relevant plans, drawings or other documents and the Builder will not unreasonably withhold its request to such an extension.

2.7

When returning to the Builder plans, drawings and other documents accepted by the Supervisor as being sufficient for the Buyer’s review, the Supervisor shall mark them as approved or as rejected by the Buyer provided that all rejections shall specify with reasons all aspects of the rejected plans, drawings or documents which do not, or which provide for building work which does not, conform to the requirements of this Contract, the Plans or the Specification.

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2.8	If a plan, drawing or other document is approved by or on behalf of the Buyer, the Builder shall proceed with the building work shown therein.

2.9

If a plan, drawing or other document is rejected (in whole or part) by or on behalf of the Buyer, the Builder shall promptly alter the relevant plan, drawing or document without charge to the Buyer and resubmit it as altered for approval by the Buyer in accordance with Clauses 2.3 to 2.6. Such approval shall refer only to the alterations.

2.10

If the Builder does not accept (in whole or part) any rejections made by or on behalf of the Buyer, the Builder shall promptly notify the Supervisor in writing and give his reasons in the notice for such non-acceptance. In addition, if the Buyer reasonably requests any clarification or further information from the Builder in connection with the Buyer’s review and approval of plans, drawings or other documents, the Builder shall promptly provide the requested clarification or information to the Supervisor.

2.11	All building work performed by the Builder prior to approval by the Buyer of all plans, drawings or documents relating to such work shall be at the sole risk and expense of the Builder.

2.12

If the Buyer (or the Supervisor on the Buyer’s behalf) fails to return to the Builder, in accordance with Clause 2.6, any plan or drawing or other document and this failure is not remedied within two (2) working days after the Supervisor’s receipt of a written notice from the Builder specifying such failure, such plan or drawing or other document shall be deemed to have been automatically approved by the Buyer without any comments.

2.13

If the Builder discovers any feature in the Plans or the Specification which appears to be inconsistent with the general scheme of the building work or which might (in the reasonable opinion of the Builder) expose the Builder or the Buyer to any product liabilities, the Builder shall promptly notify the Supervisor and submit a proposal to the Supervisor for the Buyer’s approval (such approval not to be unreasonably withheld) for the removal of the inconsistency or risk of product liability at the Builder’s cost and in the Builder’s time. If the Buyer becomes aware of any feature in the Plans or the Specification which might (in the reasonable opinion of the Buyer) expose the Builder or the Buyer to any product liabilities, the Buyer shall promptly notify the Builder after which the Builder shall promptly submit a proposal to the Supervisor for the Buyer’s approval (such approval not to be unreasonably withheld) for the removal of the inconsistency or risk of product liability at the Builder’s cost and in the Builder’s time

3.	WORK APPROVAL

3.1

Throughout the period during which the Ship is being built the Builder will conduct its usual quality control programme of inspections, testing and supervision by a team of the Builder’s staff specially designated for this purpose but the building work and all Parts, as the same may at any time and at any place be completed or be in progress, shall also be subject to inspection by and the approval of the Buyer (acting through the Supervisor and his team) and the Classification Society.

3.2

The Builder shall at all times during normal working hours give the Supervisor and the Supervisor’s team free and ready access to (and a free right to inspect) the Ship and Parts at any place where building work is being done or tests are being carried out or Parts are being processed or stored in connection with the building of the Ship including,

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without limitation, the Shipyard and other yards, workshops and stores of the Builder, and the premises of the Builder’s subcontractors who are doing work in connection with the building of the Ship or processing or storing Parts, and the Builder shall ensure that the provisions of this Clause 3.2 are inserted into all subcontracts from time to time made by it in connection with the building work.

3.3

The Buyer shall be entitled (but not obliged) to reject all building work and Parts which do not comply with the requirements of this Contract, the Plans and the Specification unless and to the extent that such non-compliance is the direct result of the Builder seeking to avoid (in a manner approved by the Buyer, such approval not to be unreasonably withheld) the product liabilities described in Clause 2.11 provided that all rejections shall be made in writing, and shall specify with reasons those aspects of the building work or Parts inspected which do not comply with the requirements of this Contract, the Plans or the Specification.

3.4	If any building work or Parts shall be duly rejected by the Buyer as not complying with the Contract, the Plans or the Specification, the Builder shall promptly correct or replace such work or Parts at the Builder’s cost and in the Builder’s time.

4.	PLANNED PROGRAMME

4.1	The Ship shall be constructed in accordance with the planned milestones programme attached to the Specification as Appendix 8 defining certain stages of the construction process (“ Milestones ”) which must be completed by the dates therein specified.

4.2	The Builder shall submit to the Buyer each month, commencing on the date falling three (3) months after the Effective Date, until delivery, the following documentation (the accuracy of which the Builder hereby warrants):

(i)

a status report on the building work as compared with the planned programme, including the critical path;

(ii)

a report setting out the actual progress of the building work during the previous month as compared with the planned programme;

(iii)

a list of modifications (if any) agreed during the previous month, including Contract adjustments, if any, agreed during that month;

(iv)

a report on the delivery of subcontracted materials during the previous month (the precise nature and form of which report shall be agreed, from time to time, between the Buyer and the Builder).

4.3

Without prejudice to the Builder’s obligations under this Contract, if the construction of the Ship should, for any reason whatsoever, be delayed beyond the time-frame indicated in the planned programme, the Builder shall immediately notify the Buyer. If the delay which has occurred is not a permissible delay, the Builder shall within fourteen (14) working days after provision of such notification provide to the Buyer a written schedule describing the steps (including any appropriate increase in manpower and material resources) the Builder intends to take to recover the time lost. The Builder and the Buyer shall meet at the earliest opportunity to discuss the proposal and the Builder’s detailed plans for implementation of the same.

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5.	MINOR ALTERATIONS

5.1

Subject to Clause 3.2 in Article 1 and to Article 3, approvals and other decisions of the Buyer in relation to the design and performance of the building work shall be final and may not be revised or revoked without the prior written approval of the Builder provided that the Builder shall not withhold its approval for any minor alterations or revisions requested by the Buyer which (in the reasonable opinion of the Builder) would not:

(i)

delay or increase the cost of the building work or have a material adverse affect on the Builder’s planning or programme for the building work; or

(ii)

otherwise constitute a material modification of this Contract, the Plans or the Specification; or

(iii)

require the Builder to jeopardise its contracted building schedule(s) for other ships.

6.	TECHNICAL DISPUTES

6.1

If, at any time during the design phase or any other stage of the building work, there is a difference of opinion between the Builder and the Buyer in relation to any technical matter, then either party may give a notice to the other party and if the parties do not resolve the difference of opinion within five (5) working days after the date of service of such a notice, the Builder or the Buyer may require that the difference of opinion be treated as a Dispute of a technical nature to be resolved in accordance with Clause 1 of Article 13.

(End of Article 2)

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ARTICLE 3: MODIFICATIONS

1.	MODIFICATIONS

1.1

This Contract, the Plans and the Specification may be modified from time to time by agreement of the parties. The Builder shall act in good faith and on an open book basis to implement modifications requested by the Buyer, and/or any modifications required to be made under Clause 2 which are occasioned by any changes in the Class Rules or in any of the Regulatory Rules after the Effective Date, subject to the Buyer agreeing to necessary modifications to the Contract Price, the Delivery Date and any other relevant provisions of this Contract. The Builder agrees to act in good faith and on an open book basis to implement any such modifications:

(i)

at the lowest cost reasonably possible;

(ii)

within the shortest period of time reasonably possible; and

(iii)

without any loss in the relative priority of the building work for the Ship compared to other construction work in the Shipyard,

provided that nothing in this Clause 1.1 shall require the Builder to jeopardise its contracted building schedule(s) for other ships.

1.2	Any agreement on a modification (“ AOM ”) of this Contract, the Plans or the Specification shall include:

(i)

any increase or decrease in the Contract Price;

(ii)

any change in the Delivery Date, and

(iii)

any other adjustment to or amendment of any relevant provisions of this Contract, the Plans or the Specification,

which is directly, necessarily and reasonably occasioned by such modification.

Unless otherwise expressly agreed in writing by the Buyer, for each AOM the increased costs or savings in costs directly, necessarily and reasonably occasioned by the relevant modifications shall be calculated as the sum of:-

(i) the net positive or negative change in (a) the Builder’s actual design costs (excluding profit and SG&A expenses), (b) the Builder’s actual labour costs (excluding profit and SG&A expenses), and (c) the Builder’s actual material costs (excluding profit and SG&A expenses); and

(ii) a fixed profit margin for the Builder of [*], which margin (a) covers and includes all compensation, financing, guarantee, insurance, profit, remuneration, risk and other factors whatsoever in connection with the relevant AOM, and (b) shall be applied only in the case of a net increase in the costs directly, necessarily and reasonably occasioned by such AOM.

For these purposes, the Builder’s “ SG&A ” expenses mean the Builder’s combined operating expenses including expenses for contracting, payroll, design, engineering and production, purchasing and sales, and all other administrative and operational expenses.

Whenever so requested by the Buyer, the Builder will verify its calculation of any modification costs by providing to the Buyer, on an open book basis, a reasonably

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detailed explanation of the Builder’s calculations and details of the man-hours and other data used in connection with any of the alterations or changes occasioned by any modification to be made under this Article 3. For all purposes of this Contract, the expression “open book basis” means the provision by or on behalf of the Builder (subject to such provision being reasonably practicable on the part of the Builder, or possible without breach of confidentiality restrictions binding on the Builder) of all such invoices and other supporting information, and of all such calculations, determinations and other data as may be required in order to afford complete transparency to the Buyer in relation to the Builder’s calculations.

1.3

Each agreement on a modification of this Contract, the Plans or the Specification shall be recorded and evidenced by an AOM based on the form set out in Schedule 3 of this Contract each of which, when signed by the duly authorised representatives of the Builder and the Buyer, shall constitute an amendment to this Contract and/or the Plans and/or the Specification. Following the signature of each AOM the Builder shall implement the modifications referred to therein.

1.4

If there is any Dispute between the parties as to any of the matters referred to in Clause 1.2 then, if the Buyer so requires, the Builder will make the requested modification before the Dispute has been resolved provided the Buyer confirms its willingness to pay the amount found due to the Builder in respect of such modification.

1.5

Throughout the construction period, the Builder and the Buyer will co-operate and work closely together on an open book basis in order to try to identify and agree on cost savings in the construction of the Ship which shall not diminish the general appearance, safety and operational aspects of the Ship. The agreed cost savings will be recorded as modifications in accordance with the provisions of this Clause 1.

1.6

In costing all modifications: (i) the Builder will give due credit to the Buyer where implementation of a modification will relieve the Builder from costs or work that it would otherwise have had to incur or carry out in performing its obligations under this Contract, and (ii) the Buyer will be duly debited where implementation of a modification will burden the Builder with costs or work which are in excess of costs and work that the Builder would otherwise have had to incur or carry out in performing its obligations under this Contract.

1.7

Within the Contract Price for the Ship the implicit unit cost of each grade of passenger cabin is listed in a table attached to the Specification as Appendix 9. Until phase 6-7 of the architectural plan, the Buyer may modify the number of passenger cabins on the Ship on the cost basis and within the following scale parameters:

(i)

The cost increase referable to each cabin added to the Ship, and the cost saving referable to each cabin removed from the Ship, will be as specified for each grade of cabin in the table referred to above. In addition, (a) due credit will be given to the Buyer where the addition or removal of cabins will relieve the Builder from costs or work that the Builder would otherwise have had to incur or carry out in performing its obligations under this Contract, and (b) the Buyer will be duly debited where the addition or removal of cabins will burden the Builder with costs or work which are in excess of costs and work that the Builder would otherwise have had to incur or carry out in performing its obligations under this Contract.

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(ii)

The number of passenger cabins on the Ship will not exceed 2,060 cabins with 4,049 lower berths.

(iii)

The increase of the gross tonnage of the Ship as result of cabin modifications will not exceed 300 GT. Apart from this permitted increase in the gross tonnage, the cabin modifications will not change any of the other main dimensions or main technical characteristics of the Ship as defined in the specifications.

1.8

The Builder agrees that by written notice delivered to the Builder by no later than 12 October 2010, in all balcony cabins and higher categories of cabins the Buyer may modify the single wet unit into a double wet unit for the additional fixed costs listed in a table attached to the Specification as Appendix 10.

2.	CLASSIFICATION AND REGULATORY CHANGES

2.1

If, after the Effective Date, any Class Rules and/or any Regulatory Rules are changed by the Classification Society or any Regulatory Authority, the Builder shall promptly notify the Buyer in writing of the relevant change(s) and of the necessary modifications to be made to this Contract, the Plans and the Specification.

2.2

If, following its receipt of a notice under Clause 2.1, the Buyer reasonably considers that the operation of the Ship in its intended service would permit of a dispensation or waiver, the Builder will at the request of the Buyer apply for a dispensation from, or waiver of compliance with, the relevant change(s).

2.3

If the Buyer does not require the Builder to apply for a dispensation or waiver (or it has not been possible to obtain a dispensation or waiver) within a period of fifteen (15) days after the Buyer’s receipt of a notice under Clause 2.1 (or such longer period of time as the parties may agree to be reasonable in the light of all the circumstances then prevailing), the parties shall make an agreement to modify this Contract in accordance with Clause 1 and thereafter the Builder shall make the relevant change(s) in the design or building of the Ship.

3.	SUBSTITUTION OF PARTS

3.1

If (notwithstanding all reasonable efforts on the part of the Builder and provided that orders for the same were placed in good time by the Builder) any Parts are not available at the time required for their installation or incorporation in the Ship, the Builder may (with the prior written approval of the Buyer) use suitable substitute Parts which are at least equal to the standard and quality of the Parts which were not available and which are capable of meeting all of the requirements of:

(i)

this Contract, the Plans and the Specification; and

(ii)

the Classification Society and the Regulatory Authorities.

3.2	Where a proposed substitution of Parts is approved by the Buyer, the Builder shall:

(i)

bear all additional costs and expenses whatsoever in relation to such substitution; and

(ii)

credit the Buyer with any cost savings occasioned by such substitution.

(End of Article 3)

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ARTICLE 4: TITLE AND INSURANCES

1.	TITLE, RISK AND ENCUMBRANCES

1.1

Title to the Ship and all Parts (but not Buyer’s Supplies, title to which will at all times be and remain with the Buyer) shall pass to the Buyer upon the Ship’s delivery to, and acceptance by, the Buyer in accordance with Clause 1 in Article 7 and until such delivery and acceptance shall have occurred all risks connected with the building work - including, without limitation, all risks in relation to the Ship, all Parts and all Buyer’s Supplies from the time when they are taken into the custody of the Builder or any of its subcontractors - shall lie exclusively with the Builder.

1.2	Immediately upon:

(i)

the receipt by the Builder (or any of its subcontractors) of any Buyer’s Supplies; and

(ii)

the delivery to, or fabrication by, the Builder (or any of its subcontractors) of all other Parts,

the Builder shall mark (or cause its relevant subcontractors to mark) the same and the Ship (as it is from time to time built) with hull number S.678.

1.3	The Builder shall have no authority to create (and waives all rights to create) any encumbrances whatsoever over any of the Buyer’s Supplies, nor shall it permit any encumbrances of any kind (other than permitted encumbrances) to be imposed on or asserted against any of the Buyer’s Supplies.

1.4

At any time when a payment is due to the Builder under this Contract, and at all other reasonable times, the Buyer may require the Builder to provide a written statement satisfactory to the Buyer showing what, if any, encumbrances of any kind (other than permitted encumbrances) have been or are liable to be imposed on or asserted against any of the Buyer’s Supplies.

1.5

If any encumbrance of any kind (other than any permitted encumbrance) is imposed on or asserted against any of the Buyer’s Supplies, the Builder shall promptly notify the Buyer and shall, not later than ten (10) days thereafter, secure the discharge or release of such encumbrance provided that if the Builder desires to contest any such encumbrance and such discharge or release is not available under law during such contest (including, without limitation, through the filing of a bond or other security), the Builder shall immediately take such steps as in the opinion of the Buyer shall prevent such encumbrance from delaying or otherwise adversely affecting the building work and shall indemnify fully, hold harmless and defend the Buyer and all other protected parties from and against all Losses which any of them may sustain or incur as a result of the imposition of any such encumbrance.

1.6

Notwithstanding the provisions of Clause 1.5, the Buyer may secure the removal of any such encumbrance in which event the Builder shall reimburse the Buyer in full for its costs (including legal fees) of securing such discharge or release by deducting such sum from any payments due or to become due to the Builder under this Contract save that if any such cost is in excess of the amount of any such reimbursement by deductions, the Builder shall pay the amount of such excess to the Buyer promptly upon demand.

1.7	Notwithstanding the provisions of Clause 1.5, the Buyer, without securing the discharge or release of any such encumbrance, may nevertheless withhold from any payments due

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or to become due to the Builder, unless and until such encumbrance is discharged or released by the Builder, a sum equal to the amount reasonably determined by the Buyer to be required to secure the discharge or release of such encumbrance (which amount shall include the estimated amount of all expenses which might be incurred in connection therewith, including legal fees).

1.8	Prior to the installation of any of the Buyer’s Supplies:

(i)

the Builder may require the Buyer to state in writing whether any permitted encumbrances have been imposed on or asserted against the relevant Buyer’s Supplies and to discharge any such permitted encumbrances prior to the installation of such Buyer’s Supplies, and if the Buyer fails to discharge any such permitted encumbrances, the Builder may withhold the installation of the relevant Buyer’s Supplies in which case any resulting delays will be the Buyer’s responsibility; and

(ii)

the Buyer may require the Builder to confirm in writing that the representations made by it in Article 10, Clause 1.2(ii) remain in all respects true and accurate and to procure that the Builder’s financiers confirm in writing to the Buyer that they have no grounds for making (nor any expectation of acquiring grounds for making) any claims against the Builder or the Ship, and if the Builder or its financiers fails to deliver any such statement, the Buyer may require the Builder to withhold the installation of the relevant Buyer’s Supplies in which case any resulting delays will be the Builder’s responsibility.

2.	INSURANCES

2.1

During the currency of this Contract and until her delivery to the Buyer the Ship, all Parts, and all Buyers’ Supplies (up to a maximum aggregate value of [*] taken into the custody of the Builder (or any of its subcontractors) and whether or not built into or installed on or in the Ship, shall be at the exclusive risk of the Builder which shall at its own expense keep the same insured on policy terms, and with first class brokers and underwriters approved by the Buyer and its financiers in respect of and against all usual marine and builder’s risks, including protection and indemnity risks, tests risks and war risks. All premiums and deductibles shall be for the sole account of the Builder. Neither the brokers nor the underwriters shall have any rights of recourse against the Ship or any of the protected parties, or any rights to make any deduction, set-off or other withholding from or against any sum payable to the Buyer or its assignees in connection with the Insurances.

2.2	The amount of the insurances (the “ Insurances ”) to be arranged by the Builder under this Article shall be not less than the Contract Price.

2.3	All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers.

2.4

All Insurances shall provide that there shall be no recourse against the Ship, any of the protected parties or Buyer’s assignees for the payment of any premiums or commissions and that no cancellation of the Insurances, for any reason whatsoever, shall become effective unless and until fourteen (14) days - or seven (7) days, in the case of war cover - prior written notice has been given by the relevant brokers or insurers to the Buyer.

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2.5	The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship.

2.6	If at any time there is:

(i)

any lapse in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expense; or

(ii)

any failure by the Builder to pay any premiums due in respect of the Insurances, the Buyer may pay the same and recover the relevant payment(s) from the Builder.

3.	LOSS OR DAMAGE

3.1	In the event of any partial loss of the Ship before delivery:

(i)

the loss shall be made good by the Builder as soon as reasonably possible, the Delivery Date shall be extended in accordance with Clause 1 in Article 5 ( provided that the cause of the partial loss is excused under that Clause) and the partial loss proceeds referable to the Ship and/or Parts (other than Buyer’s Supplies) subject to the partial loss shall be applied by the Builder in making good the partial loss to the approval of the Buyer, the Classification Society and the Regulatory Authorities; and

(ii)

the partial loss proceeds referable to any Buyer’s Supplies subject to the partial loss shall be paid to the Buyer.

3.2

In the event of the total loss of the Ship before delivery, either the Builder or the Buyer shall be entitled to terminate this Contract by written notice to the other, such notice to be delivered within thirty (30) days after the date (the “ Determination Date ”) on which it is determined that the Ship has become a total loss pursuant to Clause 3.6 below.

3.3

If, following the total loss of the Ship, neither party terminates this Contract pursuant to Clause 3.2, the Builder shall proceed with the building of the Ship in accordance with this Contract and the Delivery Date shall be extended in accordance with Clause 1 in Article 5 provided that the cause of the total loss is excused under that Clause.

3.4	If there is a total loss of the Ship before delivery, then:-

(i)

if either party elects to terminate this Contract pursuant to Clause 3.2, the Builder shall within ninety (90) days from (and including) the Determination Date pay to the Buyer an amount equal to the sum of:

(a)

all payments previously made by the Buyer to the Builder under this Contract together with interest thereof at the relevant rate calculated from the date on which the Builder received each such payment to the date on which the reimbursement is received by the Buyer, and

(b)

the Buyer’s Supply Costs in respect of any Buyer’s Supplies which are subject to the total loss or which cannot be removed in sound condition from the Ship, the Shipyard or other place(s) where they are stored and returned to the Buyer,

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and in addition the Builder will return to the Buyer, free from all encumbrances (other than permitted encumbrances) all Buyer’s Supplies which have not been lost or damaged and which can be removed in sound condition from the Ship, the Shipyard and other place(s) where they are stored; or

(ii)

if neither party terminates this Contract pursuant to Clause 3.2, the Builder shall within ninety (90) days from (and including) the Determination Date pay to the Buyer the Buyer’s Supply Costs in respect of any Buyer’s Supplies which are subject to the total loss.

3.5

To the extent that any amounts are paid by the Builder to the Buyer under Clause 3.4 and the Buyer also receives any proceeds of the Insurances in respect of the same loss, the Buyer will account to the Builder for the relevant excess amount. To the extent that any of the amounts referred to in Clause 3.4 are received by the Buyer out of the proceeds of the Insurances, the Builder’s liability under Clause 3.4 shall be limited to payment of the remainder of the amounts referred to in Clause 3.4.

3.6	A total loss shall be deemed to have occurred:

(i)

if it consists of an actual loss, at noon Papenburg time on the actual date of loss; or

(ii)

if it consists of a constructive or compromised or arranged or agreed total loss, at noon Papenburg time on the date on which notice of abandonment of the Ship is given to her insurers or (if her insurers do not admit the claim for a total loss) at the time on the date at which a total loss is subsequently adjudged to have occurred by a competent court or arbitration tribunal or liability in respect thereof as a total loss is admitted by underwriters.

(End of Article 4)

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ARTICLE 5: PERMISSIBLE DELAYS

1.	EXTENSION OF TIME FOR BUILDING WORK

1.1	If the Builder gives notice as provided in Clauses 2.1, 2.2 and 2.3 the Builder shall be entitled to an extension of the Delivery Date but only if:

(i)

there is a specific cause of delay which the Builder can prove will solely and directly delay delivery of the Ship beyond the Delivery Date and which cause is delaying or will delay building work which is in the critical path of delivery of the Ship for more than one working day;

(ii)

such cause of delay is one of the excusable causes set out in Clause 1.3;

(iii)

the Builder proves that it has used and is continuing to use all reasonable efforts to avoid, prevent, minimise and overcome the actual delay in delivery of the Ship including, without limitation, by the performance of other or additional building work provided that such other or additional building work does not jeopardise the Builder’s contracted obligations for the construction of other ships; and

(iv)

but for such cause of delay the Ship would have been delivered on time,

provided that the length of any such extension shall be the number of days by which the Builder can prove that the Delivery Date for the Ship actually will be delayed solely and directly by each such cause of delay.

1.2

The Builder shall at all times have the burden of proving each of the matters required to be established by this Clause 1 and in the event that it is not possible for it to prove whether, or to what extent, any delay in delivery is directly and solely attributable to a cause which is excused by the provisions of this Clause 1, the Builder shall not be entitled to any extension of the Delivery Date.

1.3	The Builder shall be entitled to an extension of the Delivery Date, as provided in Clause 1.1, for any delay caused:

(i)

by the Buyer (other than such delays, if any, as are caused by the Buyer in the proper and timely exercise of any of its rights or obligations under this Contract);

(ii)

by legislation or other formal action by or on behalf of the German government (or any agency or other authority of such government) prohibiting or otherwise preventing the Builder from proceeding with the building work;

(iii)

by war or warlike events involving any country which is directly relevant to the building of the Ship;

(iv)

by extraordinary weather conditions not included in normal planning;

(v)

by such strikes, lockouts and other labour disturbances of the Builder or those of its subcontractors who supply important parts (such as engines, major castings or major forgings) as are beyond the Builder’s control;

(vi)

by such accidents, explosions, fires, disruptions of power supplies and other similar occurrences as are beyond the Builder’s control;

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(vii)

by the late delivery or non-delivery to the Builder of any Parts or the late performance or non-performance of the Builder’s subcontractors provided that the late delivery or non-delivery or the late performance or non-performance resulted from causes which would entitle the Builder to an extension of the Delivery Date under this Clause 1 and provided that the Builder proves that it has exercised due diligence (a) in contracting for such Parts and with such subcontractors, (b) in the performance of any acts required of it with respect to such Parts or subcontractors, (c) in monitoring the acts and circumstances of such subcontractors, and (d) in expediting deliveries or performance under the Builder’s purchase or subcontracts or procuring equivalent substitute performance in the event of the late delivery of such Parts or the under-performance in such purchase or subcontracts; or

(viii)

by unfavourable weather conditions if commencement of the sea trials tests is postponed or such tests are discontinued pursuant to Clause 1.4 in Article 6 by reason of such conditions and the number of days thereafter during which such tests cannot be undertaken exceed three (3) in total, then any further days during which the weather conditions remain unfavourable may be claimed (subject to the other provisions of this Clause 1) as a permissible delay.

1.4	Notwithstanding anything to the contrary in this Clause 1, the Builder shall not be entitled to any extension of the Delivery Date for:

(i)

any delay resulting from a cause of delay which has itself been caused or contributed to by any error, neglect, omission or other default of the Builder or any of its subcontractors;

(ii)

any delay resulting from a cause of delay in existence as of the Effective Date; or

(iii)

any delay resulting from a cause of delay, which was or reasonably should have been foreseen or anticipated by the Builder by reason of facts which were, or after reasonable enquiry should have become, known to the Builder as of the Effective Date; or

(iv)

any delay resulting from a cause of delay which reasonably could have been avoided by the Builder;

(v)

any delay resulting from the late delivery or non-delivery or the late performance or non-performance or other default of a subcontractor, if such delay results from a cause of delay in effect published and announced as of the date of the award of the relevant purchase contract or subcontract;

(vi)

any delay resulting from any Dispute or legal proceeding under this Contract, provided that in the case of any building work under Dispute which would otherwise be commenced prior to the resolution thereof the Builder shall not be required to proceed therewith (and a corresponding extension of the Delivery Date shall be allowed) if, after written request by the Builder, the Buyer fails to confirm forthwith its willingness to pay the amount found due in respect of such work; or

(vii)

any delay in moving the Ship from the Shipyard to the Delivery Port due to extraordinary weather conditions not included in normal planning.

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2.	DELAY NOTICES

2.1

The Builder shall give written notice to the Buyer of a cause of delay pursuant to Clause 1.3 as soon as practicable and no later than five (5) days after the date on which the Builder first has knowledge of such cause of delay and in such notice the Builder shall describe the cause of the delay, the date of commencement (or first occurrence) of the cause, its expected duration and its expected effect on the Builder’s ability to carry on with the building work.

2.2

The Builder will provide the Buyer with regular written status reports (at such reasonable intervals as the Buyer may request) with respect to any delay in respect of which the Builder has given notice pursuant to Clause 2.1 and as to the steps being taken (and planned) by the Builder to minimise and overcome any actual delay in delivery of the Ship.

2.3

Within five (5) days after any cause of delay set forth in Clause 1.3 has ceased to exist, the Builder shall notify the Buyer of such cessation and give the Buyer a written statement of the actual or estimated delay in the completion of the building work resulting from such cause together with such detailed documentation as is then available to it justifying such extension, and any such detailed documentation thereafter becoming available to the Builder shall be promptly be given to the Buyer.

2.4

On the basis of the notices, reports, statements and information given to the Buyer by the Builder relating to any actual or estimated delay in delivery (and such further information and documentation as the Buyer may reasonably request), the Buyer and the Builder shall confer and attempt to agree upon the number of days by which the Delivery Date shall be extended provided that if the Buyer and the Builder cannot so agree within thirty (30) days after the completion of any such conference, the extension of the Delivery Date (if any) shall be determined as a Dispute pursuant to the provisions of Article 13.

2.5	The extension of the Delivery Date provided for in this Article shall be the only remedy for delay to which the Builder shall be entitled and, by way of illustration but not limitation, the Builder shall not be entitled to damages or any adjustment in the Contract Price.

(End of Article 5)

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ARTICLE 6: TESTS, LIQUIDATED DAMAGES AND CERTAIN TERMINATION RIGHTS

TESTS

1.1	At its sole and direct risk and expense, the Builder shall subject the Ship and specified Parts to the tests in order to ascertain whether the Ship and such Parts have been completed in full accordance with this Contract, the Plans and Specification.

1.2	The Buyer shall be entitled to have the Supervisor and his team present at all tests and the Builder shall give the Supervisor:

(i)

two (2) days prior written notice of all tests (except sea trials tests) (a) designated for such notice by the Buyer after its receipt from the Builder of an agreed schedule of tests and (b) scheduled to take place on week-ends or other non-working days; and

(ii)

twenty four (24) hours prior written notice of all other tests (except sea trials tests).

1.3

The Builder shall give the Supervisor fifteen (15) days’ estimated, and seven (7) days’ definite, prior written notice of the time and the place for the sea trials tests provided that only one (1) day’s prior written notice need be given to the Supervisor with respect to retrials at sea conducted within three (3) days after completion of a previous sea trial at or upon which the need for such retrial was determined.

1.4

If the weather conditions on the date specified for the sea trials tests are (in the reasonable opinion of the Builder) so unfavourable that they would prevent the Builder from carrying out such tests then the same shall take place on the first available day thereafter that weather conditions permit. If, during the sea trials tests sudden and unexpected changes in the weather occur which, in the reasonable opinion of the Builder, are such as to prevent the continuation of such tests then the Builder shall have the option of continuing such tests or of postponing them until the next following favourable day unless the Buyer shall (in its option) agree to accept the Ship on the basis of the tests made.

1.5

The failure of the Supervisor to be present at any test, after due notice, shall (unless such failure is due an event or combination of events outside the Supervisor’s control) be deemed to be a waiver of the Supervisor’s right to be present at the relevant test and the Buyer shall be obliged to accept the results of such test on the basis of acceptance by the Builder and the Classification Society.

1.6	All tests conducted without notice to the Supervisor shall be reconducted by the Builder on due notice to the Supervisor at the sole risk and expense of the Builder.

1.7

If a Defect is discovered during any test the Builder shall, after correcting such Defect, be required to make such further tests as may be necessary in extent and number to demonstrate and confirm the complete correction thereof provided that additional sea trials tests will not be required if the correction of any such Defect can be verified in shop or dock tests, and the sole and direct risk and expense of all such further or additional tests shall be borne by the Builder.

1.8	The term “ Defect ” means:

(i)

any defect in the Ship or in any Part installed or incorporated in, stowed on or otherwise delivered with the Ship (including work relating to the installation of

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Buyer’s Supplies installed by the Builder or its subcontractors) which is due to incomplete or defective materials, workmanship, construction or design or any failure to comply with the relevant recommendations of any subcontractors or other parties,

(ii)

any inherent vice, breakdown, incompleteness, omission or other deficiency of the Ship or any Part,

(iii)

any failure of the Ship or any Part or any aspect of the building work to comply with any of the requirements of this Contract, the Specification or the Plans, or the requirements of any of the subcontractors used in connection with this Contract, or

(iv)

the existence of any condition, notation, qualification, recommendation, reservation or restriction in relation to any certificate issued by the Classification Society or any Regulatory Authority,

provided that the term “ Defect ” shall not include any fault in any of the Buyer’s Supplies which were properly received, handled, installed or incorporated in, stowed on or otherwise delivered with, the Ship by the Builder in accordance with the requirements of this Contract, the Specification and the Plans.

1.9	After all tests have been satisfactorily performed and completed, the Builder shall:

(i)

take the Ship to the sea port referred to in Article 1, Clause 1.1(i)(c) and open up such machinery as (a) the Classification Society and/or the Regulatory Authorities may require and/or (b) the Buyer may reasonably require, for post-tests inspection and examination;

(ii)

correct any Defects then appearing in such machinery; and

(iii)

close, connect, retry and retest the machinery, as appropriate, and then make the Ship ready for service, and

thereafter the Buyer may require a final post-tests examination and inspection at which the Builder shall demonstrate and confirm to the Buyer the complete correction of any and all Defects in such machinery.

1.10 Not later than two (2) weeks before the anticipated Delivery Date, the Builder and the Buyer shall prepare and agree a final punch list of items which the Buyer considers defective from the perspective of first class shipping and/or shipbuilding practice and, subject always to Article 7 Clauses 1.5 and 1.6, the Builder shall be obliged to rectify such items before delivery.

1.11 No later than twelve (12) months before the anticipated Delivery Date, the Builder and the Buyer shall in good faith discuss and agree upon the parameters (which including timelines and numbers of persons) and bases by reference to which the Buyer may send additional representatives and crew members to the Shipyard and the Builder’s facility at the Delivery Port in order to attend tests and for familiarisation, training and other usual pre-delivery purposes.

2.	LIQUIDATED DAMAGES

2.1	The Builder agrees that certain Defects and certain delays in the delivery of the Ship shall result in the reduction of the Contract Price by way of the liquidated damages provided for in this Clause 2.

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2.2

The guaranteed trial speed (“ GTS ”) of the Ship at a mean moulded draft of [*] metres shall be [*] knots and shall be demonstrated by the Builder during the sea trials tests under the conditions described in section G.2.5 of the Specification. If at any time the Builder anticipates that, or if the sea trials tests demonstrate that, there will be a deficiency in the GTS the Builder shall promptly develop and provide the Buyer with a proposal to remedy the deficiency at the Builder’s cost.

2.3

If the Builder fails to remedy any deficiency in the GTS before delivery, the Builder shall have no liability to the Buyer if the actual speed of the Ship as determined during the final sea trials tests is up to [*] of a knot below GTS but commencing with a deficiency of more than [*] of a knot in actual speed below the GTS the Contract Price shall be reduced by way of liquidated damages as follows: (i) for [*] - [*] knots, a total sum of [*]; (ii) for [*] - [*] knots, a total sum of [*]; (iii) for [*] - [*] knots, a total sum of [*], with fractions of a knot being calculated in proportion provided that if the Defect in the actual speed of the Ship is more than [*] of a knot below the GTS, then the Buyer may, at its option, either accept the Ship at a reduction in the Contract Price for such Defect of [*] or reject the Ship and terminate this Contract pursuant to Clause 2 in Article 9

2.4

The guaranteed fuel consumption (“ GFC ”) of each of the diesel engines of the Ship at [*] power of MCR without attached pumps shall be [*] g/kWh with a [*] margin and a calorific value of fuel oil of [*] kJ/k in ISO conditions and shall be demonstrated by the Builder in tests conducted at the engine manufacturers’ test bed.

2.5

If the Builder fails to remedy any deficiency in the fuel consumption of the Ship’s diesel engines before delivery, the Builder shall have no liability to the Buyer if such fuel consumption as determined during the final tests is more than the GFC provided such excess is not more than [*] over the GFC but commencing with an excess of more than [*] in actual fuel consumption the Contract Price shall be reduced by way of liquidated damages by the sum of [*] for each [*] increase in fuel consumption above such [*] level up to a maximum of [*] over the GFC with fractions of every [*] being calculated in proportion provided that if the fuel consumption is more than [*] above the GFC, the Buyer may, at its option, either accept the Ship at a reduction in the Contract Price for such Defect of [*] or reject the relevant engine(s) (without prejudice to its other rights with respect to the Ship).

2.6	The guaranteed deadweight capacity of the Ship shall be [*] metric tons under the conditions defined in sections G.2.3 and G.2.4 of the Specification and shall be demonstrated by the Builder in the specified deadweight capacity test.

2.7

If the Builder fails to remedy any deficiency in the Ship’s deadweight capacity before delivery, the Builder shall have no liability to the Buyer if the actual deadweight capacity of the Ship as determined in accordance with the Specification is less than [*] metric tons below the guaranteed deadweight capacity but the Contract Price for the Ship shall be reduced by way of liquidated damages by the sum of [*] for each full metric ton of such deficiency being more than [*] metric tons up to a maximum deficiency of [*] metric tons at a draft of not more than [*] centimetres [*] metres even keel with fractions of each metric ton being calculated in proportion provided that if the actual deadweight deficiency at a mean moulded draft of not more than [*] centimetres [*] even keel is more than [*] metric tons, the Buyer may, at its option, either accept the Ship at a reduction in the Contract Price of [*] for such Defect or reject the Ship and terminate this Contract pursuant to Clause 2 in Article 9.

2.8	The guaranteed cabin capacity of the Ship shall be as defined in sections G.2.2.1 and G.2.2.2 of the Specification and no change shall be made to such cabin capacity without

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the Buyer’s prior written consent. If the number of completed and fully habitable cabins of any of the passenger grades referred to in Clause 2.1(iii) and (iv) of Article 1 is lower than the number of cabins specified for any such grade, then the Builder shall pay liquidated damages to the Buyer at the following rates for each cabin deficiency: (i) for any top grade Suite (meaning, for this purpose, any Penthouse, Courtyard, Spa, Corner, Junior Suite or Family Suite) [*]; (ii) for any Mini Suite [*]; (iii) for any Balcony cabin [*]; (iv) for any Ocean view cabin [*]; (v) for any Inside cabin [*]; and/or (vi) for any Studio cabin [*], provided that if the overall deficiency in the number of cabins (irrespective of the grades of cabins involved) exceeds a total of [*] cabins the Buyer may, at its option, either accept the Ship subject to a reduction in the Contract Price for the Ship calculated upon the basis of the rates set out above or the Buyer may reject the Ship and terminate this Contract pursuant to Clause 2 in Article 9.

2.9

The Builder will carry out its works so that at the time of delivery of the Ship under this Contract, and after taking into account the maximum allowed deviations and tolerances referred to in section G.5.2 of the Specification, the Ship shall fulfil the same requirements in relation to noise levels, sound insulation, impact sound insulation and vibration levels (the “S&V Requirements”) as are defined by the Classification Society for its notations CRN (1) and CRN (2), as far as applicable pursuant to the Specification.

2.10

If the S&V Requirements are not fulfilled in any of the passenger or crew cabins or in any other of the spaces referred to in section G.5.2 of the Specification then, before delivery of the Ship, the Builder shall take all such remedial steps and carry out all such further tests and measurements as shall be reasonably required to demonstrate the complete and permanent correction of the relevant deficiencies.

2.11

If, after the steps taken by the Builder pursuant to Clause 2.10, the S&V Requirements are not fulfilled in any of the passenger or crew cabins or in any other of the spaces referred to in section G.5.2 of the Specification then, subject always to the Buyer’s rights under Clause 2.12, at delivery of the Ship the Builder shall be liable to compensate the Buyer for such deficiencies through an agreed reduction in the Contract Price.

2.12

If, after the steps taken by the Builder pursuant to Clause 2.10, the S&V Requirements are not fulfilled in: (a) any of the top grades of passenger cabins (meaning penthouse suites, courtyard suites and corner suites); or (b) in 20 or more of the other passenger cabins, irrespective of the grade(s); or (c) in [*] or more of spaces referred to in section G.5.2 of the Specification, then the Buyer may, at its option, either accept the Ship at an agreed reduction in the Contract Price or the Buyer may reject the Ship and terminate this Contract pursuant to Clause 2 in Article 9.

2.13	All reductions in the Contract Price provided for under any of Clauses 2.3, 2.5, 2.7, 2.8, 2.11 and/or 2.12 shall be determined on delivery of the Ship and made by means of set-off and deduction from the payments to be made by the Buyer on delivery of the Ship.

2.14

The Builder: (i) acknowledges that the Buyer intends to arrange for the Ship’s maiden cruise with fare paying passengers to be held on the Ship’s relocation voyage from the Delivery Port; (ii) acknowledges that it is imperative for the Ship to be ready at the time, and in the condition, provided for in this Contract so as to enable the Buyer to fulfil its commitments in relation to the Ship’s maiden cruise; (iii) agrees to do all it can to assist the Buyer to fulfil its commitments in relation to the Ship’s maiden cruise; and (iv) acknowledges that if delivery of the Ship is not made on the Delivery Date, the Buyer will suffer loss and damage (including reputational damage) in amounts which are extremely difficult to quantify in advance and agrees that the per day sums set out in Clause 2.15 represent a genuine and reasonable pre-estimate of the Buyer’s loss and damage for each day of delay in delivery of the Ship beyond the Delivery Date.

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2.15

If delivery of the Ship is delayed beyond the Delivery Date, then subject to a grace period that will expire at midnight in Papenburg on the [*] day from the Delivery Date the Builder shall pay liquidated damages for each calendar day (or pro-rata for each part of a calendar day) of delay in delivery, calculated as follows: for the first [*] days of delay, counting from midnight in Papenburg on the [*] day from the Delivery Date, the liquidated damages for delay shall be calculated at the rate of [*] per day; and thereafter, until delivery of the Ship is actually made or this Contract is terminated, the liquidated damages for delay shall be calculated at the rate of [*] per day.

2.16	If the delay in delivery of the Ship continues for [*] days after the Delivery Date then, in such event, the Buyer may at any time thereafter terminate this Contract pursuant to Clause 2 in Article 9.

2.17

If the delay in delivery of the Ship continues for [*] days after the Delivery Date, and provided the Buyer has not by then elected to terminate this Contract, the Builder may (by written notice) require the Buyer to make an election in which case the Buyer shall - within [*] days after its receipt of the Builder’s notice - notify the Builder in writing of its intention either to terminate this Contract or to consent to the acceptance of the Ship at an agreed future date on the basis that the Buyer shall remain entitled to all liquidated damages which would otherwise have been payable or allowable by the Builder; it being further understood that, if the Ship is not delivered by such agreed future date, the Buyer shall have the same right of termination upon the same terms and conditions as set out above. If the Buyer fails to make an election as specified above within the relevant [*] day period, the Buyer shall be deemed to have consented to the Ship being delivered at the future date proposed by the Builder.

2.18	Payment of the liquidated damages referred to in Clause 2.15 shall be made by the Builder to the Buyer as follows:

(i)

the Builder’s first payment shall be made on the earlier of (a) the [*] day after delivery of the Ship has been delayed beyond the Delivery Date and (b) the date on which actual delivery of the Ship is made; and

(ii)

thereafter the payments shall be made every [*] days commencing on the [*] day after the end of the [*] day period mentioned in Clause 2.18,

and continuing on the last day of each succeeding [*] day period thereafter until the day on which delivery of the Ship is actually made or this Contract is terminated at which time the Builder shall pay the entire remaining amount due under Clause 2.15.

2.19	The parties acknowledge and agree that:

(i)

the Contract Price reductions and payments provided for in this Clause 2 are cumulative; and

(ii)

subject always to the guarantee provisions in Article 7 Clause 2 and to the termination provisions in Article 9 Clause 2, the Contract Price reductions and payments provided for in this Clause 2 shall be the only compensation recoverable by the Buyer in respect of the Defects and the delay in delivery to which they relate and, in particular, the Builder shall not be liable for any consequential losses resulting from such Defects or such delay in delivery.

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(End of Article 6)

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ARTICLE 7: DELIVERY AND GUARANTEE

1.	DELIVERY AND ACCEPTANCE

1.1	The date on which the Ship shall be ready for delivery is 25 April 2013 (the “ Delivery Date ”). The Ship shall not be delivered before this date without the express written approval of the Buyer. When:

(i)

the Builder has completed the building work in conformity with this Contract, the Plans and the Specification;

(ii)

all tests have been performed and completed in a manner satisfactory to the Buyer;

(iii)

the Ship has been freed from all Defects (apart from Defects which qualify as minor and insignificant Defects, as defined in Clause 1.6, and Defects for which there will be a reduction in the Contract Price in accordance with Article 6 Clause 2); and

(iv)

the Ship (a) has been cleaned and prepared (in accordance with the Builder’s usual practices and to their usual standards for ships of this type) to take on a full complement of passengers, officers, crew and staff, and (b) is in all other respects ready to commence operations as a luxury cruise ship,

the Builder shall tender the Ship for delivery to the Buyer safely afloat alongside a safe and accessible quay at the Delivery Port where there must be sufficient water for the Ship always to remain afloat and from where there must be direct, free, unimpeded, safe and lawful access to international waters provided that the Builder shall have given to the Buyer not less than 365 (three hundred and sixty five) days, 180 (one hundred and eighty) days, ninety (90) days and 15 (fifteen) days definite, prior written notice of the delivery.

1.2	The Builder shall deliver the Ship to the Buyer free and clear of all encumbrances whatsoever.

1.3	On delivery of the Ship the Builder shall also deliver the following documents (together, the “ Delivery Documents ”):

(i)

a protocol of delivery and acceptance in a mutually agreed form confirming delivery of the Ship to, and acceptance and taking possession of the Ship by, the Buyer pursuant to this Contract, executed in duplicate by the Builder and stating the date and (local) time of such delivery and acceptance;

(ii)

a declaration of warranty by the Builder in a mutually agreed form confirming that the Ship is delivered to the Buyer free and clear of all encumbrances whatsoever (including, without limitation, all liabilities of the Builder to the Refund Guarantors, the Builder’s financiers and its subcontractors, and all liabilities arising from the construction of the Ship or the operation of the Ship for the purposes of the tests or otherwise before delivery) and that the Ship is absolutely free of all burdens in the nature of imposts, taxes or other charges imposed by the national, provincial, local or port authorities of the country where the Ship was built and (if different) the country in which the Ship is delivered to the Buyer, executed in triplicate and notarised and legalised in accordance with the Buyer’s instructions;

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(iii)

a detailed inventory showing the machinery and equipment installed on the Ship and the spares, stores and other consumable items delivered with the Ship;

(iv)

the makers’ certificates, subcontractors’ instruction books, and all of the Classification Society, trading and other certificates (each free of conditions, qualifications, recommendations, reservations and restrictions) required to be supplied upon delivery of the Ship pursuant to this Contract and the Specification;

(v)

a protocol showing the results of the tests;

(vi)

a non-registration or deletion certificate issued by the District Court of Emden, Germany;

(vii)

a commercial invoice for the Ship and all other amounts payable by the Buyer on delivery;

(viii)

a builder’s certificate and a bill of sale, each in a form acceptable to the Buyer, each executed in quadruplicate and notarised and legalised in accordance with the Buyer’s instructions, and such other written instruments (each notarised and legalised in accordance with the Buyer’s instructions) as may be necessary or desirable, in the reasonable opinion of the Buyer, to confirm that full and clean title in the Ship has been vested in the Buyer;

(ix)

a full set of the specified construction documents (each in three (3) white prints, one of each of which will be on board the Ship at delivery);

(x)

one CD-ROM of the principal delivery drawings and plans relating to the Ship approved by the Classification Society;

(xi)

such further certificates and/or other documents as may be necessary or desirable, in the reasonable opinion of the Buyer, in connection with the Buyer’s ownership, registration and/or financing of the Ship;

(xii)

such documents as may be necessary or desirable, in the reasonable opinion of the Buyer, to prove the authority of the Builder’s representatives below senior management to sign the documents to be executed on behalf of the Builder in connection with delivery of the Ship.

1.4

If, at the time when the Builder tenders delivery of the Ship to the Buyer, the Ship is complete (meaning that she has been designed, engineered, built, launched, equipped, outfitted, finished and tested in accordance with this Contract and the Specification), and if such tender is accompanied by a tender of delivery of a complete and proper set of the Delivery Documents, the Ship and the Delivery Documents shall thereupon be accepted by the Buyer but if, at such time, the Ship and/or the Delivery Documents are not complete, the Buyer shall be entitled to refuse acceptance of the same by delivering to the Builder, within two (2) working days from (and including) the date of such tender, a written notice describing those aspects of the Ship and/or the Delivery Documents which are not complete.

1.5	Notwithstanding any provision to the contrary in this Clause 1, if the Ship is complete but for minor and insignificant Defects, the Buyer shall accept delivery subject to:

(i)

an agreed reduction in the Contract Price; or

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(ii)

in the Buyer’s option, the Builder undertaking to correct - at the Builder’s entire risk and expense, without any interruption to the Ship’s service to its passengers, and in accordance with a remedial plan and timetable acceptable to the Buyer (acting reasonably) – the minor and insignificant Defects described in a list which shall be prepared by the Buyer and agreed with the Builder at or before delivery.

1.6	The expression “ minor and insignificant Defects ” means those Defects which in and of themselves until they have been remedied, and which in the course and process of being remedied:

(i)

do not and will not adversely affect the seaworthiness of the Ship; or

(ii)

do not and will not prevent the unrestricted use of the Ship in its intended service and purpose; or

(iii)

do not and will not (a) prevent the use of any of the Ship’s cabins and public areas, or (b) in any other way adversely affect the comfort and safety of the Ship’s passengers; or

(iv)

do not and will not affect the safety of the Ship’s crew members or their ability to carry out their duties in a safe working environment and with appropriate accommodation; or

(v)

do not and will not adversely affect the operational efficiency of the Ship; or

(vi)

do not and will not involve any condition, qualification, recommendation, reservation or restriction in relation to any certificate issued (or to be issued) by the Classification Society or any Regulatory Authority or any other specified person which in the opinion of the Buyer (acting in good faith) is or could be material in a commercial or technical sense.

1.7	Acceptance of the Ship by the Buyer shall be accomplished by:

(i)

the delivery to the Builder of a counterpart of the protocol of delivery and acceptance duly executed by the Buyer; and

(ii)

payment by the Buyer to the Builder of that part of the Contract Price which the Buyer is required to pay upon delivery of the Ship pursuant to Clause 2.1(vi) in Article 8.

1.8

The Buyer may (but shall not be obliged to) identify in the list described in Clause 1.5(ii) any Defects which are known by the Buyer to exist in the Ship at the time that the Ship is accepted, and all such Defects (whether or not identified or otherwise noted), shall thereafter be deemed to be, and shall be treated as, Defects arising and reported during the Guarantee Period.

1.9	The Buyer shall be afforded five (5) days free of any wharfage or any other charge, and up to three (3) further days at the usual wharfage fee charged by the relevant port authority, within which to remove the Ship from her point of delivery.

1.10

Lubricating oil left in storage tanks, and diesel and fuel oil remaining on board, at delivery of the Ship shall be inventoried by the Builder and the Buyer shall pay for them at the Builder’s actual cost price provided that the Builder shall remove all waste-oil and sludge from the Ship at the Builder’s risk and expense prior to delivery.

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1.11

In every instance in which a right or obligation or the computation of any period of time under this Contract is in any manner or to any extent dependent upon delivery of the Ship, delivery shall not be deemed to have occurred unless and until the Ship and the related Delivery Documents have been accepted by the Buyer under this Clause 1.

1.12	Acceptance of the Ship and the related Delivery Documents by the Buyer under this Clause 1:

(i)

shall signify that the Buyer has taken possession and the risk of loss of the Ship and the related Delivery Documents as of the time and date set out in the protocol of delivery and acceptance and that the Builder may terminate the Insurances; and

(ii)

shall not be deemed to constitute a waiver of or otherwise prejudice any of the Buyer’s rights under Clause 2 with respect to any Defect, whether known or unknown, and whether or not noted in any document delivered in connection with delivery and acceptance of the Ship, which may exist in the Ship at the time it is accepted by the Buyer, and any such Defect may be reported to, and shall be corrected at the sole and direct risk and expense of, the Builder as provided in Clause 2.

2.	GUARANTEE

2.1	Subject to the provisions of this Clause 2, the Builder guarantees:

(i)

the Ship’s main engines and certain components of the azipod system (namely: the pod, the converter, trafo and main switchboard parts) against all Defects for the period of seven hundred and thirty (730) days; and

(ii)

the Ship and all other Parts against all Defects for the period of three hundred and sixty five (365) days,

(subject to any extension thereof as provided for in this Clause 2) from the date of the Ship’s actual delivery to the Buyer under Article 6 (the “ Guarantee Period ”).

2.2	In calculating the length of the Guarantee Period there shall be excluded any day(s) during which the Ship is prevented from entering or is taken out of service solely on account of any Defect in the Ship or in any Part for which the Builder is responsible under this Clause 2.

2.3

Where any Defect in the Ship or any Part (including the main engines or azipod system as defined in subclause 2.1(i) above) is corrected during or after the Guarantee Period, the Builder’s guarantee under this Clause 2 shall apply to such correction for the longer of three hundred and sixty five (365) days from the date on which the correction was completed and the end of the relevant period specified in subclause 2.1(i) and 2.1(ii) above so that the Guarantee Period for the items referred to in subclause 2.1(i) shall not exceed one thousand and ninety five (1095) days and the Guaranteed Period for the items referred to in subclause 2.1(ii) shall not exceed seven hundred and thirty (730) days.

2.4	If any corrective works made or agreed to be made during or after the Guarantee Period (or any extension thereof under Clause 2.3) indicate any recurring Defect, the Builder shall:

(i)

investigate the same on the basis of a potential design Defect; and

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(ii)

ascertain the source of such recurring Defect and notify the Buyer thereof; and

(iii)

correct such recurring Defect, and the source thereof, in order to avoid a continuation or repetition of such recurring Defect.

2.5	The Builder shall not be responsible for the correction of any Defect if it is due to:

(i)

perils of the sea, accident (but excluding any accident caused by any Defect), negligence (but excluding negligence on the part of the Builder), or improper maintenance or handling (including, without limitation, overloading) of the Ship or any Parts; or

(ii)

use of fuels or lubricants not recommended by the relevant manufacturer; or

(iii)

ordinary wear and tear; or

(iv)

any fault in (or caused by) any Buyer’s Supplies which were properly (a) received, (b) handled, (c) installed or incorporated in, (d) stowed on, or (e) otherwise delivered with the Ship by the Builder in accordance with all of the requirements of this Contract, the Plans and the Specification.

2.6

The Buyer shall give written notice to the Builder as soon as possible and in any event within fourteen (14) days after the discovery of any Defect for which a claim is made under this Clause 2 and, a copy of each such notice shall also be given to the guarantee engineer, who shall acknowledge receipt by his signature thereof. The Buyer’s notice shall give full details (so far as possible) as to the nature of the Defect and the extent of any damage caused thereby.

2.7

Within thirty (30) days after the end of the Guarantee Period, the Buyer (in consultation with the guarantee engineer) will draw up, and send to the Builder, a list identifying every Defect for which a claim is to be made under this Clause 2 provided that this Clause 2.7 will not preclude the Buyer from giving notice to the Builder of, and making claims in respect of, any Defect which is covered by the Builder’s guarantee under Clause 2.3.

2.8

Each Defect will be corrected by the Builder as soon as reasonably practicable (and shall be scheduled so as to minimise disruption to the Ship’s service and the availability of cabins, public rooms and areas, and other passenger facilities) or, at the Buyer’s option, under the instruction or supervision of the Builder at a suitably qualified shipyard or workshop selected by the Buyer and approved by the Builder (such approval not to be unreasonably withheld or delayed), and in each case the Builder shall bear and pay:

(i)

the cost of all equipment, parts and materials required to correct the Defect (including, without limitation, the cost of delivering the same to the selected shipyard or workshop by airfreight if the Buyer reasonably so requires, and the cost of returning any defective equipment, parts and materials);

(ii)

the cost of all labour required to correct the Defect including, without limitation, the expenses of independent contractors in travelling to the Ship;

(iii)

the cost of any necessary underwater inspection of the Ship by divers; and

(iv)

where the Ship is drydocked solely on account of the need to investigate or correct any Defect in the Ship’s external underwater parts at any time before the Ship’s first scheduled drydocking after delivery, the fuel costs of taking the Ship from her berth to the nearest available dry-dock and vice versa, the drydocking costs and the costs of correcting any such Defect.

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For the avoidance of doubt, in view of the intended area of the Ship’s operation during the Guarantee Period, the Builder will not be entitled to require the Ship to be returned to any of the Builder’s facilities for the correction of any Defects.

2.9

Where the Buyer discovers any Defect which (in the reasonable opinion of the Buyer) requires correction on an urgent basis, the Buyer will (acting in good faith) give such notice to the Builder as is practicable in the circumstances then prevailing (the intention being that the Builder shall have a reasonable opportunity to obtain necessary remedial instructions from the relevant sub-contractor(s) and to relay such instructions to the Buyer) and thereafter the necessary corrective works may be carried out by the Ship’s crew or, if practicable having regard to the degree of urgency, by the nearest suitably qualified shipyard or workshop selected by the Buyer, and in each such case the Builder shall reimburse the Buyer for the costs described in Clause 2.8(i), (ii), (iii) and (iv) above.

2.10	At the Buyer’s request from time to time within the period commencing on delivery of the Ship and ending with final completion of all corrective works to be made by the Builder under this Clause 2, the Builder will:

(i)

assign to the Buyer, to the fullest extent possible and without any charge to the Buyer, that part of every warranty or guarantee made or given by any sub-contractor with respect to any design, workmanship or Part which extends beyond the Guarantee Period or which is otherwise more favourable to the Buyer than the guarantee of the Builder under this Clause 2; or

(ii)

if it is not possible fully and effectively to assign the relevant part of any such warranty or guarantee, hold and enforce the relevant warranty and guarantee as trustee and agent for the Buyer and promptly account to the Buyer for all monies received in or pursuant to the holding or enforcement of any such warranty or guarantee.

2.11

The Builder shall, at its sole risk and expense (except for the cost of suitable accommodation and food on board the Ship which shall be supplied free of charge by the Buyer), employ and place a suitably qualified and experienced English-speaking guarantee engineer acceptable to the Buyer on board the Ship for the first three hundred and sixty (365 days) from delivery and thereafter as necessary until the Builder has corrected every Defect to which this Clause 2 applies. If the Builder should so request at delivery, the Buyer will also make one double cabin available for a second guarantee engineer and/or fitters for up to three (3) months after delivery. In addition, if during the Guarantee Period referred to in Clause 2.1(i), there are any Defects relating to the engines or the azipod system the Builder shall arrange (on the same basis as is set out above) for a guarantee engineer to attend on board the Ship as and when required by the Buyer.

2.12

If:

(i)

any Defect in the Ship’s external underwater parts is discovered during the Guarantee Period or the period of thirty (30) days referred to in Clause 2.7; or

(ii)

any Defect in the Ship’s external underwater parts is discovered during the Ship’s first scheduled drydocking after delivery (which is to commence not later than thirty six (36) months after delivery provided that if the Ship is not

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drydocked within twenty four (24) months after delivery, the Buyer and the Builder will jointly make an in-water inspection of the Ship’s underwater parts within twenty four (24) months after delivery) and either the Builder accepts that the Defect arose during the Guarantee Period or the Builder is unable to prove that the Defect arose after the end of the Guarantee Period,

the Builder shall be responsible for such Defect and the correction thereof in accordance with this Clause 2 provided that the Buyer shall bear and pay for the haul day and any drydocking costs incurred in the ordinary course of the Ship’s normal drydocking maintenance and the Builder, in addition to the costs of all necessary corrective works, shall bear and pay for such additional drydocking day(s) as may be required to correct such Defect.

2.13	Without prejudice to the Builder’s obligations and liabilities under the other provisions of this Clause 2, the Builder shall not be responsible for any loss or damage caused by any Defect except:

(i)

that, in addition to the other guarantee obligations specified in this Clause 2, the Builder shall be obliged to correct (or, as provided for in the preceding paragraphs of this Clause 2, pay for the correction of) any equipment or part of the Ship that is damaged as a direct result of any Defect covered by the Builder’s guarantee under this Clause 2;

(ii)

for any loss or damage directly caused by the Builder’s correction of any Defect;

(iii)

for any loss or damage directly caused by the wrongful refusal or failure of the Builder or its subcontractors to correct (or authorise the correction) of any Defect, and

(iv)

for any increase in premium or any loss of rebate incurred by the Buyer as a result of any claims being made on the Buyer’s insurance policies for the Ship in respect of any loss or damage referred to in this Clause 2.13

provided always that the Builder’s maximum liability in respect of any claim made against it by the Buyer under this Clause 2.13 shall not exceed the sum of €932,000 (nine hundred and thirty two thousand euros) per Defect.

2.14

The Builder further guarantees the Ship against any latent Defects which the Buyer can demonstrate existed at the time of the Ship’s delivery to the Buyer but which were not apparent during the Guarantee Period. If the Buyer discovers any latent Defects after the expiry of the Guarantee Period, the Guarantee Period shall be deemed to be extended in respect of such Defects and the Builder shall be obliged to correct (or pay for the correction of) such Defects in accordance with the foregoing provisions of this Clause 2 provided always that:

(i)

the Buyer shall give written notice to the Builder as soon as possible (and in any event within fourteen (14) days) after the discovery of any latent Defect for which a claim is made under this Clause 2.14, and such notice shall give full details (so far as possible) of the nature of the latent Defect and the extent of any damage cause thereby;

(ii)

the Buyer shall have the burden of establishing that the Defect is a latent Defect within the meaning set out above, failing which the Builder shall have no liability in respect thereof;

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(iii)

the Builder shall be under no obligation in respect of any latent Defect unless written notice thereof has been received by the Builder by midday (Papenburg time) on the day falling thirty six (36) months from the date of the Ship’s actual delivery to the Buyer; and

(iv)

the provisions of this sub Clause relating to latent Defects do not apply to paintings or coatings.

2.15	Subject to the other express provisions of this Contract, the Builder shall not be responsible for any loss of profit or other consequential losses suffered by the Buyer.

(End of Article 7)

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ARTICLE 8: CONTRACT PRICE AND PAYMENT TERMS

1.	CONTRACT PRICE

1.1	The Contract Price for the Ship:

(i)

shall be €615,000,000 (six hundred and fifteen million euros);

(ii)

is a fixed price and may be adjusted only in strict accordance with, and subject to, the express provisions of this Contract; and

(iii)

includes a lump sum allowance (the “ Buyer’s Allowance ”) in the amount of [*] in respect of (a) Buyer’s Supplies from time to time purchased by or at the direction of the Buyer and (b) other costs from time to time expended by or at the direction of the Buyer in connection with construction of the Ship, which amount shall be paid by the Builder to the Buyer in accordance with Clause 2.8 below.

1.2	For the avoidance of doubt, the Contract Price includes:

(i)

the cost of the Ship, completed in accordance with the requirements of this Contract;

(ii)

the cost of all building work and the cost of all tests and trials of the Ship to be performed by, or on behalf of, the Builder;

(iii)

the cost of procuring the classification notation for the Ship, and of obtaining all certificates and other documents which are required to be delivered pursuant to this Contract; and

(iv)

all other costs and expenses of the Builder as provided for herein or otherwise incurred by the Builder unless expressly provided for in this Contract as being for the Buyer’s account.

1.3	No commission of any kind whatsoever is or will be payable (whether directly or indirectly) by or to any person in relation to or in connection with this Contract or any of the business transactions described in or contemplated by this Contract.

2.	PAYMENTS

2.1	Payment of the Contract Price shall be made to the Builder as follows:

(i)

[*], within [*] working days after the Effective Date;

(ii)

[*], on the date falling [*] calendar months before the Delivery Date;

(iii)

[*], on the date falling [*] calendar months before the Delivery Date;

(iv)

[*], on the date falling [*] calendar months before the Delivery Date or (if later) the date expressly agreed in writing by the parties, or determined by an Expert appointed under Article 13 Clause 1.2, to be the date on which the Ship is expected to be ready for delivery in accordance with this Contract; and

(v)

the balance of the Contract Price, on delivery of the Ship and the Delivery Documents to, and their acceptance by, the Buyer in accordance with the provisions of this Contract.

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2.2

The Builder shall by not less than fourteen (14) days advance written notice advise the Buyer of the date upon which each of the payments referred to sub-clauses 2.1(ii) to (iv) shall become due and payable and, in addition, the notice given in relation to sub-clause 2.1(v) will show (in reasonable detail and on an open-book basis) the Builder’s calculation of the balance of the Contract Price payable on delivery of the Ship and, in particular, the amounts of any reductions in or additions to the Contract Price occasioned by the terms and conditions of this Contract.

2.3	The Buyer’s obligations to make the payments referred to in sub-clauses 2.1(i) to (iv) shall, in the case of each such payment, be subject to and conditional upon the Buyer’s receipt of:

(i)

the Builder’s invoice for the relevant payment;

(ii)

an irrevocable guarantee issued in favour of the Buyer by a refund guarantor (“Refund Guarantor”) which qualifies as an Acceptable Issuer securing the refund to the Buyer of the relevant payment together with interest thereon at the relevant rate calculated from the date of the Builder’s receipt of such payment to the date of the Buyer’s receipt of the refund, such guarantee to be in the terms of the draft set out in Schedule 2 or in such other terms as the Buyer, acting reasonably, may approve; and

(iii)

a list of authorized signatures or equivalent evidence of the authority of the person(s) signing the guarantee on behalf of the Relevant Refund Guarantor.

The Buyer’s obligation to make the payment referred to in sub-clause 2.2 (v) shall be subject to and conditional upon the Buyer’s receipt of the Builder’s invoice for the relevant payment and the Builder’s performance of the other delivery-related obligations provided for in this Contract.

2.4	The other payments from time to time due under this Contract shall be made as follows:

(i)

payment or credits for any modification(s) pursuant to Article 3 and/or any other amount(s) accruing prior to delivery (but for which no specific date is stipulated in this Contract) shall be made simultaneously with delivery of the Ship, and the amount(s) thereof shall be shown in the invoice to be issued and delivered by the Builder in respect of the Contract Price payment referred to in Clause 2.1(v);

(ii)

any amount for which a specific payment date is stipulated in this Contract shall be paid on such date; and

(iii)

for any amount accruing after delivery in respect of a defect, payment shall be made as follows:

(a)

if the parties agree that the defect in question is a Defect, not later than fifteen (15) days after the Builder’s receipt of an invoice for the Defect remedied pursuant to Clause 2 in Article 7; or

(c)

if there is a Dispute as to whether the defect is a Defect on the date on which it is finally determined or adjudged to be a Defect under Article 13, together with interest thereon at the relevant rate calculated from the date of the Builder’s receipt of an invoice for the Defect remedied pursuant to Clause 2 in Article 7 up to and including the date of the Buyer’s receipt of the relevant amount.

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2.5	Every amount from time to time due under this Contract but unpaid for longer than seven (7) days from (and excluding) the due date shall bear interest at the relevant rate from the due date up to and including the date of receipt by the party to which the amount is owed.

2.6	All amounts payable to the Builder under this Contract shall be paid direct to the Builder’s Account, and the Builder and the Buyer shall consult with each other about the mode of payment with a view to reducing the amount of any applicable bank transfer charges.

2.7

All payments made by the Buyer to the Builder before delivery and acceptance of the Ship shall be in the nature of advances to the Builder. Payments made by the Buyer shall not be construed as a waiver of the Buyer’s rights subsequently to object to any of such payments or the underlying invoices issued by the Builder.

2.8	The Buyer’s Allowance shall be accounted for and paid by the Builder as follows:

(i)

Upon its receipt of the first instalment of the Contract Price the Builder shall immediately pay to the Buyer the sum of [*]. Upon the Buyer’s receipt of this payment, the principal amount secured by the Refund Guarantee relating to such instalment will automatically be reduced by an amount equal to the sum received by the Buyer. The Buyer will provide the Builder and the Refund Guarantor with a written confirmation of the receipt of this sum in such form as the Refund Guarantor may reasonably request.

(ii)

Upon its receipt of the second instalment of the Contract Price the Builder shall immediately pay to the Buyer the sum of [*]. Upon the Buyer’s receipt of this payment, the principal amount secured by the Refund Guarantee relating to such instalment will automatically be reduced by an amount equal to the sum received by the Buyer. The Buyer will provide the Builder and the Refund Guarantor with a written confirmation of the receipt of this sum in such form as the Refund Guarantor may reasonably request.

(iii)

Upon its receipt of the third instalment of the Contract Price the Builder shall immediately pay to the Buyer the sum of [*]. Upon the Buyer’s receipt of this payment, the principal amount secured by the Refund Guarantee relating to such instalment will automatically be reduced by an amount equal to the sum received by the Buyer. The Buyer will provide the Builder and the Refund Guarantor with a written confirmation of the receipt of this sum in such form as the Refund Guarantor may reasonably request.

(iv)

Upon its receipt of the fourth instalment of the Contract Price the Builder shall immediately pay to the buyer the sum of [*]. Upon the Buyer’s receipt of this payment, the principal amount secured by the Refund Guarantee relating to such instalment will automatically be reduced by an amount equal to the sum received by the Buyer. The Buyer will provide the Builder and the Refund Guarantor with a written confirmation of the receipt of this sum in such form as the Refund Guarantor may reasonably request.

(v)

For each of the payments of [*] referred to above, the Buyer shall provide the Builder with a corresponding invoice. In each case, the invoice shall not require any specific explanation of paid or planned expenditures.

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(vi)

At delivery of the Ship the Builder shall apply the balance of the Buyer’s Allowance, in the amount of [*], in or towards payment of any sums due to the Builder at delivery in respect of agreed modification costs.

(vii)

At delivery of the Ship the Buyer shall provide the Builder with a written statement (in such form as the Builder may reasonably request) signed by two directors or other authorized officers of the Buyer and describing the categories of items ordered by or on behalf of the Buyer, and the other expenditures made or to be made in respect of orders placed by or on behalf of the Buyer, the total value of each such category and the aggregate total value of such orders in respect of which the Buyer’s Allowance has been applied during the construction period or is to be applied using the amounts referred to in paragraphs (i) to (iv) above and any remainder amount referred to in paragraph (viii) below.

(viii)

If any part of the Buyer’s Allowance remains after the application referred to in paragraph (vi) above, at delivery of the Ship the relevant remainder amount shall, upon the Builder’s receipt of the instalment of the Contract Price due at delivery, be paid by the Builder to the Buyer by way of a refund of the unutilized portion of the Buyer’s Allowance, and the Buyer shall provide the Builder with a corresponding invoice for such payment.

2.9	All fees, costs and other charges whatsoever arising in connection with:

(i)

each guarantee issued under Clause 2.3 (including, without limitation, fees and other costs or charges payable to the relevant bank(s) and/or insurance company(ies) in respect of the issuance and maintenance thereof) shall be borne and paid by the Builder; and

(ii)

any payment made under this Contract shall be borne and paid by the paying party provided that any fees, costs or other charges levied by the receiving party’s bank(s) (including correspondent banks, whether in Germany or elsewhere) shall be borne and paid by that party.

2.10	The euro is the currency of account and payment for each and every sum at any time due from either party to the other under or in connection with this Contract.

(End of Article 8)

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ARTICLE 9: TERMINATION

1.	TERMINATION BY BUILDER

1.1	Each of the following events shall be a “ Builder Termination Event ” for the purposes of this Contract:

(i)

if, without due cause, the Buyer fails to pay any part of the Contract Price under any of Clauses 2.1 (i), (ii), (iii), or (iv) in Article 8 on the due date for such payment and such failure is not remedied within fifteen (15) working days after the receipt by the Buyer of a written notice from the Builder notifying the Buyer of such failure and requesting remedial action; or

(ii)

if, without due cause, the Buyer fails to accept delivery of (and pay the balance of the Contract Price for) the Ship within three (3) working days after the Ship and the related Delivery Documents have been duly tendered for delivery by the Builder in conformity with this Contract; or

(iii)

if any of the following events or circumstances shall occur before the Buyer has accepted delivery of the Ship and paid the balance of the Contract Price (a) a final order shall be made or an effective resolution shall be passed for the winding up of either the Buyer or NCLC (otherwise than by a members’ voluntary winding up for the purpose of an amalgamation or reconstruction on terms previously approved by the Builder, which approval shall not be unreasonably withheld), or (b) a receiver shall be appointed in respect of the whole or a substantial part of the undertaking of either the Buyer or NCLC, or (c) either the Buyer or NCLC shall suspend the payment of its debts, or (d) either the Buyer or NCLC shall make an arrangement or composition with its creditors generally or (e) either the Buyer or NCLC shall apply to any court for protection from its creditors generally or (f) either the Buyer or NCLC shall be unable, or shall admit its inability, to pay its debts as they fall due or shall become or shall be declared insolvent under any applicable law or (g) any distress, execution, attachment or other process shall affect the whole or any substantial part of the Buyer’s business and assets and shall remain undischarged for a period exceeding 21 (twenty one) days or (h) the whole or a substantial part of the assets and business of either the Buyer or NCLC shall be subject to Compulsory Acquisition by the Bermudian government or any agency thereof for a period exceeding 30 (thirty) days or (i) anything analogous to or having a substantially similar effect to any of the events specified in (a) to (h) shall occur under the laws of any applicable jurisdiction.

1.2	At any time after a Builder Termination Event shall have occurred and be continuing, the Builder may, by notice to the Buyer, terminate this Contract whereupon:

(i)

title in the Buyer’s Supplies owned by the Buyer which have been installed or incorporated in the Ship before termination, shall pass to the Builder; and

(ii)

the Builder shall retain and apply (in the manner provided for in Clause 1.3) all payments previously made by the Buyer to the Builder under this Contract.

1.3

If the Builder terminates this Contract under Clause 1.2, the Builder shall endeavour to obtain the best market price reasonably obtainable for the Ship, the Parts and the Buyer’s Supplies referred to in Clause 1.2 (i) by sale at public auction or tender or private sale, and shall apply the proceeds of sale (after deducting the necessary expenses of

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sale including the reasonable costs of completing the Ship for sale) and all amounts retained by the Builder under Clause 1.2 (ii) plus a credit for the value of Buyer’s Supplies previously delivered by the Buyer and either retained by the Builder or its subcontractors or sold by any of them, as follows:

(i)

firstly, in satisfaction of the balance due to the Builder under this Contract being (a) where the Ship is completed in accordance with this Contract and then sold, the unpaid parts of the Contract Price, or (b) where the Ship is sold in an uncompleted state, that proportion of the unpaid parts of the Contract Price which is required to reimburse the Builder’s costs of the building work up to the cessation of such work, and (c) all other amounts payable by the Buyer to the Builder under the provisions of this Contract as at the date of termination; and

(ii)

secondly, in payment of the Builder’s proved loss directly resulting from the Buyer’s default; and

(iii)

thirdly, in payment of any remaining balance to the Buyer,

provided that if the total of such proceeds of sale, such retained amounts and such credit shall be less than the balance due to the Builder under paragraphs (i) and (ii) of this Clause 1.3, the difference shall be paid by the Buyer to the Builder.

2.	TERMINATION BY BUYER

2.1	Each of the following events shall be a “ Buyer Termination Event ” for the purposes of this Contract:

(i)

if (a) at any time the construction of the Ship is suspended for a period of more than thirty (30) days in circumstances where the Builder would not be entitled to claim an extension of the Delivery Date under Clause 1 of Article 5 and the Buyer reasonably believes that the Builder will not be able to recover the lost time or (b) delivery has not been made, or it can with reasonable certainty be anticipated that delivery will not be made, for whatever reason or combination of reasons (excepting only one or more independent defaults by the Buyer), by the date falling 240 (two hundred and forty) days from 25 April 2013;

(ii)

if the Buyer becomes entitled to terminate this Contract under any of Clauses 2.3, 2.7, 2.8, 2.12, 2.16, or 2.17 in Article 6;

(iii)

if the Builder commits a material breach of any of its obligations under this Contract (including, without limitation, its obligations with respect to the achievement of Milestones) and fails to remedy any such breach within 30 (thirty) days after receipt of written notice from the Buyer requesting remedial action;

(iv)

if the Builder removes the Ship from the Shipyard, or if it assigns or transfers any of its rights or obligations under this Contract, or if it subcontracts the whole or any major part of the building work, except as expressly permitted by this Contract;

(v)

if (a) any guarantee issued in favour of the Buyer under this Contract, or the security thereby given, is or becomes wholly or partially invalid, ineffective or unenforceable or (b) any of the circumstances or events referred to in Clause 2.1 (vii) (a) to (f) affect any Refund Guarantor, unless the Builder replaces any such guarantee with a new guarantee which complies with Clause 2.3(ii) of

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Article 8 issued by a new Refund Guarantor that is an Acceptable Issuer within 28 (twenty eight) days after receipt of written notice from the Buyer requiring such replacement; or

(vi)

if either (a) the Builder shall fail at any time to effect or maintain the Insurances, or any insurer shall avoid or cancel the Insurances or the Builder shall commit any breach of or make any misrepresentation in respect of the Insurances the result of which is to entitle the insurers to avoid the cover or otherwise to be excused or released from any or all of their liabilities thereunder, or (b) any of the Insurances shall cease for any reason whatsoever to be in full force and effect, unless the Insurances are re-instated or reconstituted in a manner meeting the requirements of this Contract within seven (7) days; or

(vii)

if (a) a final order shall be made or an effective resolution shall be passed for the winding up of the Builder (otherwise than by a members’ voluntary winding up for the purposes of amalgamation or reconstruction on terms previously approved by the Buyer, which approval shall not be unreasonably withheld), or (b) a receiver shall be appointed in respect of the whole or a substantial part of the undertaking of the Builder, or (c) the Builder shall suspend the payment of its debts, or (d) the Builder shall make an arrangement or composition with its creditors generally, or (e) the Builder shall apply to any court for protection from its creditors generally, or (f) the Builder any Refund Guarantor shall be unable, or shall admit its inability, to pay its debts as they fall due or it shall become or shall be declared insolvent under any applicable law, or (g) any distress, execution, attachment or other process shall affect the whole or any substantial part of the Builder’s business or assets and shall remain undischarged for a period exceeding 21 (twenty one) days, or (h) the Ship or the whole or any substantial part of the Builder’s business or assets shall be subject to Compulsory Acquisition by the German government or any agency thereof for a period exceeding 30 (thirty) days or (i) anything analogous to or having a substantially similar effect to any of the events specified in (a) to (h) above shall occur under the laws of any applicable jurisdiction.

2.2	At any time after a Buyer Termination Event shall have occurred and be continuing the Buyer may, by notice to the Builder, terminate this Contract and thereafter:

(i)

the Buyer may retain and/or claim from the Builder (which shall immediately pay to the Buyer) all liquidated damages paid or payable by the Builder to the Buyer under Clauses 2.17 to 2.19 in Article 6; and

(ii)

the Buyer may also claim from the Builder (which shall immediately refund to the Buyer) the aggregate of (a) all payments previously made by the Buyer to the Builder under this Contract together with interest thereon at the relevant rate calculated from the date upon which the Builder received each such payment to the date on which the refund is received by the Buyer, (b) the return of any Buyer’s Supplies which have not been built into or installed on or in the Ship or which may be removed from the Ship, the Shipyard or other place(s) where they are stored and the Buyer’s Supply Costs for all other Buyer’s Supplies, and (c) all other amounts payable by the Builder to the Buyer under the provisions of this Contract at the date of termination; and

(iii)

if the Buyer’s right to terminate this Contract (whether under Articles 4 and/or 9 or otherwise) becomes exercisable as a result of any negligence or wilful misconduct on the part of the Builder the Buyer shall, in addition to the payments referred to in sub-clauses 2.2(i) and (ii), be entitled to the proved loss directly resulting from the Builder’s default.

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2.3

If the Buyer elects to terminate this Contract under Clause 2.2 the Buyer may (at any time thereafter) elect to take title and possession of the Ship in its then state together with the Buyer’s Supplies and all plans, machinery, equipment and other Parts appropriated or allocated to the Ship, and to complete the Ship at the Shipyard (without being liable to the Builder for rent or other claims) or, in the Buyer’s option, at another shipyard.

2.4

If the Buyer elects to take title and possession of the Ship under Clause 2.3 it may enter into one or more contracts with other parties to complete the Ship at the Shipyard or elsewhere and for such purposes the Buyer may remove the Ship together with the Buyer’s Supplies and all equipment and other Parts appropriated or allocated to, or ordered for the Ship or, alternatively, it may use (to the extent it sees fit) any of the Shipyard facilities, plant, machinery, tools and all equipment and other Parts appropriated or allocated to, or ordered for, the Ship and in either case the Builder shall release (and, as necessary, procure the release of) the same to the Buyer free from all claims (including claims for rent) and encumbrances whatsoever against payment to the Builder of the unpaid balance of the Contract Price less the aggregate of:

(i)

the payments, refunds and other amounts referred to in Clause 2.2 (i), (ii) and (iii); and

(ii)

the Buyer’s good faith estimate of the costs that it will incur in (a) moving the Ship (and the Buyer’s Supplies and all related equipment and other Parts) to another shipyard and in having the Ship completed at such other shipyard or (b) in completing the Ship at the Shipyard.

2.5	If the Buyer elects to take title and possession in the Ship under Clauses 2.3 and 2.4 the Builder will, at the Buyer’s direction from time to time, arrange for the following steps to be taken as soon as may be practicable:

(i)

the execution of all works and other steps required to permit the Ship, the Parts and the Buyer’s supplies to be removed by the Buyer in an orderly and safe manner;

(ii)

the removal from the Ship of all employees and other representatives of the Builder and its subcontractors;

(iii)

the delivery to the Buyer of the Ship, the Parts, the Buyer’s Supplies, all completed and partially completed portions of the building work, and all documents and other data required by the Buyer in connection with the building work previously done or the work to be done in order to complete the construction of the Ship;

(iv)

the vesting in the Buyer of all rights of the Builder under and in connection with the subcontracts and supply contracts made by the Builder in relation to the construction of the Ship; and

(v)

the provision to the Buyer and its contractors of all such other assistance as may be required to enable the Buyer to remove the Ship, the Parts and the Buyer’s Supplies.

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3.	TERMINATION BY EITHER PARTY

3.1

Any event entitling a party to terminate this Contract in accordance with its express provisions shall constitute (as the case may be) either a repudiatory breach of, or breach of condition by the other party under, this Contract or an agreed terminating event the occurrence of which will (in any such case) entitle the relevant party to terminate this Contract and recover the amounts provided for in this Contract either as liquidated damages or as agreed sums deductible or payable on the occurrence of such event.

3.2

The Builder’s receipt of all payments to be made by the Buyer under Clause 1.3 or, as the case may be, the Buyer’s receipt of all payments to be made by the Builder under Clause 2.2 and Clause 2.3 shall discharge all obligations and liabilities of each of the parties to the other under this Contract save for any obligations and liabilities of either party arising under the other provisions of this Contract.

(End of Article 9)

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ARTICLE 10: BUILDER’S REPRESENTATIONS, COVENANTS AND INDEMNITIES

1.	REPRESENTATIONS, WARRANTIES AND COVENANTS

1.1	The Builder acknowledges that the Buyer has entered into this Contract in full reliance on the representations set out in Clauses 1.2 and 1.3 and the Builder warrants that the statements contained in those Clauses are in all respects true and accurate.

1.2	Each party (in either case, the “ warrantor ”) represents and warrants to the other party that:

(i)

all acts, conditions and things required to be done, fulfilled and performed in order (a) to enable it lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in this Contract and (b) to ensure that the obligations expressed to be assumed by it in this Contract are legal, valid and binding have been done, fulfilled and performed; and

(ii)

no legal proceedings have been started or (to the best of the warrantor’s knowledge and belief) threatened which might have a material adverse effect on the warrantor’s ability to perform its obligations under this Contract.

1.3	The Builder further represents and warrants to the Buyer:

(i)

that neither the execution of this Contract nor the exercise by the Builder of its rights and performance of its obligations under this Contract will result in any breach of any German or European Community law, regulation, rule, directive or treaty;

(ii)

neither the Builder nor (to the best of the Builder’s knowledge, information or belief) any other person has (whether directly or indirectly) offered or paid or agreed to pay or give commission of any kind whatsoever in relation to or in connection with this Contract or any of the business transactions described in or contemplated by this Contract; and

(iii)

that it shall obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents required in or by the laws, regulations, rules, directives and treaties of Germany and the European Community to enable it lawfully to enter into and perform its obligations under this Contract.

2.	INDEMNITIES

2.1

The Builder shall indemnify fully, hold harmless and defend the Buyer and the other protected parties from and against all Losses which any of them may sustain or incur in respect of any personal injuries or other harm to or death of any person(s) or any damage to, or loss or destruction of, any property of any person(s), and which arise out of:

(i)

any acts, omissions or defaults on the part of (a) the Builder and/or (b) any of the Builder’s subcontractors and/or (c) any of the respective officers, employees, workmen, agents or other representatives of the Builder or its subcontractors provided that this indemnity shall not (aa) extend to any Losses to the extent they are caused by the negligence or wilful misconduct of the Buyer or any other of the protected parties or (bb) apply to any claim arising out

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of injury, harm, death, damage, loss or destruction sustained after delivery of the Ship unless any such claim arises out of injury, harm, death, damage, loss or destruction sustained before delivery for which the Builder is responsible; and

(ii)

any representation made by the Builder in Clause 1.3 proving (at any time before or after the date hereof) to be untrue, inaccurate or misleading in any material respect.

(End of Article 10)

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ARTICLE 11: INTELLECTUAL PROPERTY RIGHTS

1.	PATENTS, TRADE MARKS AND COPYRIGHTS

1.1	The Builder shall procure all such approvals and licenses, and pay all such royalties, licence fees or other similar charges, on or in connection with:

(i)

the Ship;

(ii)

any Parts (other than Buyer’s Supplies) installed or incorporated in, stowed on or otherwise delivered with the Ship;

(iii)

any part of the building work,

as may be necessary to ensure that the same are delivered to the Buyer and may be owned and operated by the Buyer (and its successors, assignees and counterparties) without infringement of any patent, patent right, copyright, trademark, trade secret or other intellectual property right.

1.2

The Builder shall indemnify fully, hold harmless and defend the Buyer and the other protected parties from and against all Losses which any of them may suffer or incur as a result of any actual or alleged infringement of any patents, patent rights, copyrights, trademarks, trade secrets or other intellectual property rights of any kind or nature on or in connection with the Ship, the Parts (other than Buyer’s Supplies) or any part of the building work or the ownership or the proper use thereof by the Buyer provided that this indemnity shall not apply to any such infringement if the management of the Buyer or the management of any other protected party knew of the relevant infringement (at any time between the Effective Date and the date of actual delivery of the Ship) but failed to notify the Builder.

1.3	If by reason of any claim for which the Builder is responsible under this Clause 1:

(i)

the Ship or any Part (other than Buyer’s Supplies) shall be held to constitute an infringement of any patent, patent right, copyright, trademark, trade secret or other intellectual property right; or

(ii)

the Buyer’s free use and possession or quiet enjoyment of the Ship or any such Part shall be in any manner or to any extent disturbed, interfered with, limited, restricted or restrained (whether by reason of an actual or threatened arrest, detention or claim or as a result of any other encumbrance or for any other reasons whatsoever),

the Builder shall, at its own expense, either promptly take all such steps as may be necessary fully to restore to the Buyer the free use and possession and quiet enjoyment of the Ship or such Part or, if the same can be done without material adverse affect on or delay to the Ship’s schedule, replace any infringing Part with a non-infringing Part which is satisfactory to the Buyer and/or the Classification Society and/or the Regulatory Authorities.

1.4

The Buyer shall indemnify fully, hold harmless and defend the Builder from and against all Losses which it may suffer or incur as a result of any actual or alleged infringement of any patents, patent rights, copyrights, trademarks, trade secrets or other intellectual property rights of any kind or nature on or in connection with any Buyer’s Supplies, plans, designs and engineering and design data supplied by the Buyer to the Builder under or in connection with this Contract provided that this indemnity shall not apply to any such

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infringement if the management of the Builder knew of the relevant infringement (at any time between the Effective Date and the date of actual delivery of the Ship) but failed to notify the Buyer.

2.	RIGHTS TO ENGINEERING AND DESIGN DATA

2.1	All plans, designs and engineering and design data supplied by the Buyer to the Builder which are the property of the Buyer shall remain the property of the Buyer and such plans, designs and engineering and design data may be used by the Builder only in such manner as is permitted by this Clause 2.

2.2

All plans, designs and engineering and design data supplied by the Builder to the Buyer which are the property of the Builder shall remain the property of the Builder and such plans, designs and engineering and design data may be used by the Buyer only in such manner as is permitted by this Clause 2.

2.3

The Builder hereby grants to the Buyer and each other member from time to time of the NCL Group an irrevocable, non exclusive, perpetual, royalty free, worldwide license to use the plans, designs, and engineering and design data referred to in Clause 2.2 in connection with the operation, maintenance, modification, redesign, refurbishment, repair, sale or other use of the Ship after delivery and such licence may be transferred to any charterer or other operator, to any manager or to any buyer of the Ship without the need to seek or obtain any consent from the Builder, its successors or assigns.

2.4

Each party shall take all reasonable precautions to maintain in confidence, and will not use or permit the use of (except as may be necessary for the purposes of the building work or as may be required during any legal proceedings or as otherwise may be required by law), any of the designs, plans and engineering and design data owned by the other party.

2.5

Nothing contained in this Contract shall be construed as transferring any patent, patent right, copyright, trademark, trade secret or other intellectual property right created or used in the performance of this Contract, all of which are hereby expressly reserved to the true and lawful owners thereof.

(End of Article 11)

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ARTICLE 12: TAXES AND CONTRACT EXPENSES

TAXES

1.1

All taxes of any kind whatsoever and levied by whatsoever taxing authority arising out of or in connection with the making and execution of this Contract, the building of the Ship, the importation of any Parts (other than Buyer’s Supplies) into Germany or (if different) the country of any subcontractor or of the Delivery Port, the classification and delivery of the Ship, the sale and delivery of the Ship, payment of the Contract Price in Germany and the export of the Ship or any Parts from Germany or (if different) the country of any subcontractor or of the Delivery Port which is payable in Germany or (if different) in the country of any subcontractor or of the Delivery Port shall be borne and paid by the Builder and the Builder shall indemnify fully, hold harmless and defend the Buyer and all other protected parties from and against any Losses which any of them may suffer or incur in relation to any such tax.

1.2

All taxes of any kind whatsoever and levied by whatsoever taxing authority arising out of or in connection with the importation of any Buyer’s Supplies into Germany or (if different) the country of any subcontractor or of the Port of Delivery or the importation of the Ship or any Parts into the country of the Buyer shall be borne by the Buyer and the Buyer shall indemnify fully, hold harmless and defend the Builder from and against any Losses which the Builder may suffer or incur in relation to any such tax.

2.	CONTRACT EXPENSES

2.1	Each party shall bear and pay all costs and expenses incurred by it in connection with the negotiation, preparation and execution of this Contract.

2.2	Each party shall from time to time reimburse the other on demand for all costs and expenses (including fees of legal and other professional advisors) reasonably incurred by such other party in connection with the enforcement of any of the rights of that party under this Agreement.

(End of Article 12)

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ARTICLE 13: DISPUTES, JURISDICTION, GOVERNING LAW AND NOTICES

1.	TECHNICAL DISPUTES

1.1

Except where a Dispute of a technical nature is determined by the Classification Society under Clause 4.2 in Article 1 or, as appropriate, by a Regulatory Authority under Clause 4.4 in Article 1, any Dispute of a technical nature arising before delivery of the Ship and which gives rise to issues purely of fact (including, without limitation, any dispute or difference of opinion relating to questions as to the existence, degree or extent of any alleged non-conformity of the Ship or any Part to the Contract, the Plans, the Specification, or the Rules) shall be referred to the Head Office of the Classification Society for its final decision provided that if the Head Office of the Classification Society declines to accept any such referral, or if either party reasonably considers that it is not appropriate to refer the Dispute in question to the Head Office of the Classification Society, the Dispute shall be referred to a mutually acceptable technical expert for his final decision.

1.2	The procedure applicable to the resolution of any Dispute of a technical nature (whether by the Classification Society or by a mutually agreed technical expert) shall be as follows:

(i)

the person or body to whom the Dispute is referred (the “ Expert ”, which term shall also apply to any substitute appointed by mutual agreement of the parties) shall be requested to make a final decision within 21 (twenty one) working days after it has accepted the appointment;

(ii)

within 10 (ten) working days after the Expert has confirmed to both parties that it has accepted the appointment, each party will send to the Expert (and simultaneously to the other party), by fax or registered courier, its submissions and supporting evidence in relation to the Dispute;

(iii)

if a party fails to submit its submissions and supporting evidence within the time limit laid down in paragraph (ii), it shall be deemed to have admitted the correctness of the other party’s submissions;

(iv)

the Expert shall act as an expert and not as an arbitrator;

(v)

the decision of the Expert shall be final and binding on both parties; and

(vi)

the parties shall bear the Expert’s costs equally.

1.3	If within 10 (ten) working days after receipt by a party of a notice of a Dispute from the other party:

(i)

the Head Office of the Classification Society has failed to accept a referral pursuant to Clause 1.1; or

(ii)

a party reasonably considers that it is not appropriate to refer any Dispute of a technical nature to the Head Office of the Classification Society; or

(iii)

the parties have failed to agree upon the identity of a mutually acceptable technical expert and obtain written acceptance of its appointment,

the Dispute shall be determined in accordance with Clause 2.

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2.	JURISDICTION

2.1	Except where a Dispute is determined under Clause 1.1 and subject to the Buyer’s rights under Clause 3.4, the English courts shall have exclusive jurisdiction to settle and determine all Disputes.

2.2

Each party agrees that the English courts are the most appropriate and convenient courts to settle and determine Disputes and that accordingly no party will argue to the contrary; and each party hereby irrevocably submits itself to the jurisdiction of the English courts for the purposes of this Contract.

2.3	A judgment relating to this Contract that is given or enforceable by the English courts may be enforced without review in any other jurisdiction and each party waives all of its rights to apply for or require any such review.

2.4

Subject to Clause 1.4(vi) in Article 5, no Dispute shall entitle the Builder to cease or suspend any part of the building work or to withhold delivery of the Ship, nor shall any Dispute entitle the Buyer to withhold the payment of any part of the Contract Price due under any of Clauses 2.1(i), (ii), (iii), (iv) or (v) in Article 8 beyond the relevant due date for payment provided that nothing in this provision shall prejudice any right which:

(i)

the Builder may have to retain possession of the Ship on account of non-payment of the Contract Price; or

(ii)

the Buyer may have to dispute the due date for payment of any part of the Contract Price under Clause 2.1(v) in Article 8.

2.5	For the avoidance of doubt, if any Dispute arises before delivery of the Ship and is referred for determination under any of the provisions of Clauses 1 or 2 hereof, the Builder shall not be entitled to dispose of the Ship pending the final determination of such Dispute.

3.	GOVERNING LAW

3.1	This Contract is governed by and shall be construed in accordance with English law without giving effect to any principles of conflicts of laws.

3.2

Each party irrevocably agrees to appoint, and to maintain, an agent for service of process in London in relation to any proceedings before the English courts in connection with this Contract. In addition, each party agrees that no neglect or default buy its agent, including any failure by it to notify the relevant party of any proceedings or process, will invalidate the proceedings or process concerned or any judgment.

3.3

Without prejudice to any other mode of service allowed under any relevant law, service of any proceedings or process or judgment issued out of, or made or granted by, the English courts may be served by being delivered to the last known address in London of the agent for service of process of the relevant party or to the relevant party itself at the address for such party set out in Clause 4.

3.4	The Buyer reserves the right to proceed under this Contract against the Builder in the German state courts for interlocutory relief ( einstweiliger Rechtsschutz ).

4.	NOTICES

4.1	Any notice or other communication made under or in connection with this Contract shall be in writing in the English language and shall be given to the addressee at the relevant

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address set out below or sent by email or fax to the relevant email address or fax number given below, marked for the attention of the relevant individual listed in the “Attention” lines set out below provided that all notices and communications relating to technical matters (including, without limitation, those concerning the approval of Plans and tests) shall be given to the Supervisor at the address set out in paragraph (ii) below or sent by email or fax to the email address or fax number specified in paragraph (ii) below.

(i)

if to the Buyer or NCLC, to Breakaway One, Ltd. or NCLC c/o 7665 Corporate Centre Drive, Miami, Florida 33126

Attention: Mr Kevin Sheehan, President & CEO

Email: ksheehan@ncl.com

Fax: +1 305 436 4113 with a copy to: Mr Daniel S. Farkas, Sr. Vice President & General Counsel

Email: dfarkas@ncl.com

Fax: +1 305 436 4117

(ii)

if to the Supervisor, to the Supervisor c/o the Supervisor’s designated office at the Shipyard

Attention: Mr Christer Karlsson

Email: ckarlsson@ncl.com

Fax: [To be advised]

(iii)

if to the Builder, to: Meyer Werft GmbH Postfach 1555, D26855, Papenburg, Germany

Attention: Mr B. Meyer

Fax: +49 4961 814300

Email: bernard.meyer@meyerwerft.de

Attention: Mr T. Weigend

Fax: +49 4961 814279

Email: thomas.weigend@meyerwerft.de

or to such other person, address, email or fax as any party may (by not less than five (5) working days’ notice in writing) specify to the other.

4.2	In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given:

(i)

if correctly addressed and marked for the attention of the appropriate individual and delivered personally, when left at the appropriate address of the addressee;

(ii)

if correctly addressed and marked for the attention of the appropriate individual and sent by pre-paid registered mail (or registered airmail if international) or courier, upon acknowledgement of receipt by return email; and

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(iii)

if correctly addressed and marked for the attention of the appropriate individual and sent by email or fax to the correct address or number, upon acknowledgement of receipt by return email or fax.

(End of Article 13)

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ARTICLE 14: GENERAL MATTERS

1.	COMPUTATION OF TIME

1.1	Except as otherwise provided in this Contract, all periods of time shall be computed by including Saturdays, Sundays and holidays except that if any period terminates on:

(i)

any day which is not a working day in Miami or Papenburg (in the case of periods applicable to action by the Buyer); or

(ii)

any day which is not a working day in Papenburg (in the case of periods applicable to action by the Builder),

such period shall be deemed to be extended to the next following working day in such place.

2.	ASSIGNMENTS

2.1	The Buyer may:

(i)

grant to its financiers of the Ship, or the other financiers of the NCL Group, assignments of (or other security interests in) this Contract, the Buyer’s rights in respect of the Insurances, and the guarantees issued by the Refund Guarantors;

(ii)

assign, novate or transfer this Contract to any member of the NCL Group or (with the prior approval of the Builder, which is not to be unreasonably withheld) to any other person whatsoever; and

(iii)

assign its rights under this Contract to any purchaser, bareboat charterer, lessee or other operator of the Ship.

Subject to Clause 13.3, the guarantee provided for in Clause 13.1 shall remain in full force and effect notwithstanding any such assignment, novation or transfer.

2.2	As and when so requested by the Buyer, the Builder will provide the Buyer’s financiers and permitted assignees with all such information and documentation as they may reasonably request without depriving the Builder of its rights and interest under this Contract.

2.3	The Builder shall not assign or novate or transfer, or purport to assign or novate or transfer, any of its rights or obligations under this Contract save that the Builder may assign its rights hereunder to its financiers for the Builder’s pre-delivery construction financing of the Ship.

3.	PARTIAL ILLEGALITY

3.1

If any provision of this Contract or the application thereof to any person or in any circumstances shall to any extent be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not prejudice the effectiveness of the remainder of this Contract or the application of such provision to other persons or in other circumstances and each other provision of this Contract shall be legal, valid and enforceable to the fullest extent permitted by law.

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4.	CONFIDENTIALITY

4.1	After the date of this Contract, the parties will agree the terms and publication date(s) of press announcements in relation to the construction of the Ship.

4.2	Save as provided in Clause 4.1, the parties shall treat as confidential and use all reasonable efforts to ensure that their respective agents, officers, employees, workmen, subcontractors, and other representatives treat as confidential, the provisions of this Contract provided that :

(i)

each party may, with the prior written consent of the other, disclose to any third party information relating to the matters referred to in this Clause 4.2; and

(ii)

each party shall be entitled to disclose any such information to their shareholders, bankers, auditors and/or legal advisors or to rating agencies (providing that such agencies are informed of the confidentiality restrictions relating to the information so disclosed) or to such extent as may from time to time be required by law or the rules or regulations of any applicable stock exchange or similar body.

5.	AMENDMENTS

5.1	No amendment, modification, supplement or other variation of this Contract, the Plans or the Specification shall be of any effect unless made in writing and signed by the Builder and the Buyer or their respective duly authorised representatives.

6.	NO WAIVER

6.1

No failure or delay on the part of either party in exercising any right, power or remedy under this Contract shall operate as a waiver thereof or a waiver of any other rights, powers or remedies nor shall any single or partial exercise of any such right power or remedy preclude any other or further exercise of any such right, power or remedy or the exercise any other right, power or remedy.

6.2	The respective rights, powers and remedies conferred on the parties by this Contract are cumulative and (save where the contrary is expressly stated) are in addition to (and not exclusive of) any rights, powers and remedies provided by law.

7.	CONSENTS

7.1	Subject to Clause 1.6 in Article 2, where any matter:

(i)

requires an instruction from the Buyer, a waiver by the Buyer or the approval, authority or consent of the Buyer any such instruction, waiver, approval, authority or consent shall not be deemed to have been given or to any extent effective unless it is given in writing by a duly authorised representative of the Buyer; and

(ii)

is required to be acceptable or satisfactory to the Buyer, the Buyer shall not be deemed to have accepted, or to be satisfied with such matter, unless its acceptance or satisfaction is communicated in writing to the Builder by a duly authorised representative of the Buyer.

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8.	LANGUAGE

8.1	The official text of this Contract (and all plans, drawings, test and work schedules, reports, protocols, certificates, instruction booklets, notices, communications and other materials or documents to be drawn up, developed or supplied under this Contract) shall be in the English language.

9.	MODELS

9.1	The Builder shall build and supply free of charge to the Buyer (and place on board the Ship at or before delivery) the models of the Ship described in section G6.2 of the Specification.

10.	COUNTERPARTS

10.1	This Contract may be executed in up to three (3) counterparts each of which when dated and signed by (or on behalf of) both parties shall be an original, but all counterparts together shall constitute one and the same instrument.

11.	EFFECTIVE DATE

11.1	This Contract shall not have any legal effect whatsoever until the time on the date (the “ Effective Date ”) when all of the following conditions have been satisfied:

(viii)

each party shall have received an original counterpart of this Contract, duly signed by the other party;

(ix)

the Buyer shall have confirmed in writing to the Builder that it has in its discretion approved: (a) the final version of the Specification, the Plans and the List of Suppliers; (b) certain warranty and other post-delivery support arrangements with certain key suppliers; (c) the form and terms of the Insurances; (d) the identity of the brokers and insurers; and (e) the identity of the first Refund Guarantor;

(x)

NCLC shall have confirmed by written notice to the Builder that it has received the approval of (a) its existing lenders, and (b) its board of directors and its shareholders, for the transactions contemplated by this Contract

(vi)

The Buyer and NCLC shall have confirmed by written notice to the Builder that they have arranged (on terms acceptable to each of them) pre and post delivery financings of the payments referred to in Clause 2 of Article 8; and

(vii)

each party shall have (a) irrevocably appointed a process agent in London and (b) notified the other party in writing of the name and address of such agent.

11.2	If this Contract has not come into effect by 4pm (Papenburg time) on 5 November 2010 either party may, by written notice given to the other within ten (10) days thereafter, cancel this Contract.

11.3	In the event of the exercise by either party of its right to cancel this Contract under Clause 11.2, this Contract shall, with effect from such cancellation, be null and void without any liability whatsoever on the part of either party.

11.4	Notwithstanding any provision to the contrary in this Contract, the Buyer shall not be obliged to make any payment to the Builder hereunder until such time as all of the conditions set out in Clause 11.1 have been fulfilled or expressly waived in writing by both parties.

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12.	PROTECTED PARTIES

12.1	Any of the protected parties may enforce the terms of any provision of this Contract which purports to confer any rights on them, subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999.

12.2	The Builder and the Buyer may at any time, by agreement between them, rescind this Contract or vary it without the consent of the protected parties.

12.3	If any protected party becomes entitled to bring a claim against the Builder under or in respect of this Contract, the Buyer shall bring such claim against the Builder on behalf of the relevant protected party.

12.4	If any claim is made against the Builder by the Buyer on behalf of a protected party under Clause 12.3, the Builder shall only have available to it by way of defence any matter that would have been available to it by way of defence if the relevant protected party had been a party to this Contract.

12.5	Save as provided above the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded.

13.	GUARANTEE

13.1

NCLC hereby guarantees to the Builder the due and punctual performance of all the terms, conditions and covenants to be performed by the Buyer and agrees to pay to the Builder each sum of money which the Buyer is at any time liable to pay to the Builder under or pursuant to this Contract and which has become due and payable but has not been paid.

13.2

Neither the obligations of NCLC under the guarantee provided for in Clause 13.1 nor the rights, powers and remedies conferred on the Builder in respect of such guarantee shall be discharged or impaired by any act, circumstance, event or omission which (but for this Clause 13.2) might operate to discharge or impair any of the obligations, rights or remedies referred to above.

13.3	With the prior written approval of the Builder (which is not to be unreasonably withheld) NCLC may at any time be replaced as guarantor under this Contract by any person(s) inside or outside the NCL Group of at least comparable financial standing.

14.	FAIR DEALING AND BUSINESS STANDARDS

14.1

Each party agrees: to use all reasonable efforts to make timely decisions in a speedy and effective way; to deal fairly with each other; and at all times to act in good faith. In this context, “good faith” includes, without limiting the duty of each party to cooperate with the other, a duty of honesty to the other party and a duty not to intentionally mislead the other party.

14.2	Each party, in performing its obligations under this Contract, shall maintain appropriate business standards, procedures, precautions and controls, including those necessary to avoid any real or apparent impropriety or adverse impact on the interests of the other party.

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14.3

Each party shall implement (and shall ensure that its employees and other representatives comply with) a policy which prohibits the giving or receiving of any inappropriate favours, gifts, entertainment, payments, loans or other consideration of any kind directly or indirectly connected with this Contract or the work hereunder or any other activities that might influence individuals to act contrary to the best interests of their principal or applicable law.

14.4

Each party warrants and represents that all financial settlements, reports and billings rendered to the other party under or in connection with this Contract shall properly reflect the facts of all activities and transactions handled for the other party’s account and may be relied upon as being complete and accurate in any further recording or reporting made by such party or any other member of the corporate group to which such party belongs.

14.5

No commission of any kind whatsoever is or will be payable (whether directly or indirectly) by or to the Builder in relation to or in connection with this Contract or any of the business transactions described in or contemplated by this Contract. Any breach of this Clause by the Builder may be treated by the Buyer as a material breach of the Builder’s obligations for the purposes of Article 9, Clause 2.1 (iii).

(End of Article 14)

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SCHEDULE 1

1.	DEFINITION OF CERTAIN TERMS

1.1	In this Contract:

“ Acceptable Issuer ” means a bank or financial institution which, at the time of issue by it of a guarantee under Article 8 Clause 2.3(ii), has a rating for its long term unsecured and non-credit enhanced debt obligations of A- or higher by Standard & Poor’s Ratings Services and any successor thereto or A3 or higher by Moody’s Investor Services Limited and any successor thereto or a comparable rating from another internationally recognised rating agency acceptable to the Buyer.

“ AOM ” has the meaning given in Article 3, Clause 1.2;

“ Builder’s Account ” means the euro account numbered [*] and held by the Builder’s Bank at its office at Friedrichswall 10, 30159 Hanover, Germany;

“Builder’s Bank” means Norddeutsche Landesbank Girozentrale;

“ building work ” means all of the Parts to be provided and all of the work to be done by the Builder under and in connection with this Contract, as more particularly described in the Specification and the Plans, and includes all Parts to be provided and all work to be done by the Builder’s subcontractors;

“ Buyer’s Allowance ” has the meaning given in Article 8, Clause 1.1 (iii);

“ Buyer’s Supplies ” has the meaning given in Article 1, Clause 1.1(i)(b);

“ Buyer’s Supply Costs ” means at any given time the aggregate of (i) the costs incurred by the Buyer in relation to the carriage, pre-delivery insurance and delivery of all Buyer’s Supplies and (ii) the cost to the Buyer of obtaining replacements for such Supplies at such time;

“ Class Rules ” has the meaning given in Article 1, Clause 4.1;

“ Classification Society ” has the meaning given in Article 1, Clause 4.1;

“ commission ” means any advantage or benefit (whether monetary or not), brokerage, commission, consideration, gift, gratuity, inducement, introduction fee, payment, promise, reward or success fee of any kind whatsoever payable to any broker, agent, intermediary or other person in relation to or in connection with the placing and/or performance of any activities connected with this Contract;

“ Compulsory Acquisition ” means a requisition or other compulsory acquisition (including seizure, detention, confiscation or appropriation) by or on behalf of any government or governmental agency or by any persons acting or purporting to act on behalf of any government or governmental agency;

“ Contract ” means this shipbuilding contract and includes the Plans, the Specification and the schedules, each of which forms an integral part of this Contract;

“ Contract Price ” means the fixed price for the Ship specified in Clause 1.1 of Article 8;

“ correct ” shall be construed (in Article 8, Clause 2) so as to mean and include rectify, remedy, repair and replace with the intent that the Builder’s duty under Article 8, Clause

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2 shall be to take all necessary corrective action by (as may be appropriate) correcting or rectifying or remedying or repairing or replacing, or paying for the correction or rectification or remedy or repair or replacement of, every Defect and any other physical damage for which the Builder is liable under Article 7, Clause 2;

“ Defect ” has the meaning given in Article 6, Clause 1.8;

“ Delivery Date ” means the fixed delivery date for the Ship specified in Clause 1.1 of Article 7, it being acknowledged and agreed by the parties that such date may be reset only in strict accordance with, and subject to, the express provisions this Contract;

“ Delivery Port ” has the meaning given in Article 1, Clause 1.1 (c);

“ Dispute ” means any dispute or difference whatsoever, including (without limitation) any in relation to non-contractual obligations, arising at any time out of or in connection with this Contract including a dispute regarding the existence, validity or termination of this Contract, and “Disputes” shall be construed accordingly;

“ Effective Date ” has the meaning given in Article 14, Clause 11.1;

“ encumbrance ” means (i) any claim or demand (whether in personam or in rem and including any arrest or other detention in connection with any claim) and any debt, and/or (ii) any mortgage, charge, pledge, maritime or possessory or other lien, assignment, hypothecation, trust arrangement, encumbrance, or other security interest securing any obligation of any person or any other type of preferential arrangement (including, without limitation, title transfer and retention arrangements) having a similar effect and or (iii) any of the German Law Encumbrance Rights, but does not include any permitted encumbrance;

“ Flag State ” means the Bahamas;

“EURIBOR” means the percentage rate per annum determined by the Banking Federation for Europe for the relevant period displayed on the appropriate page of the Telerate or the Reuters screen from time to time or, if such display is not available at any time, as certified by the head office of the Builder’s Bank;

“ German Law Encumbrance Rights ” means any retention of title ( Eignetumsvorbehalt, auch erweitert, verlängert, weitergeleitet, nachgeschaltet, nachträglich, als Kontokorrentvorbehalt, als Konzernvorbehalt u.s.w .), right of retention ( Zurückbehaltungsgrecht ), pledge, lien ( Pfandrecht ) and any other encumbrance ( sonstige Belastung ) or other similar rights under German law;

“ Insurances ” has the meaning given in Article 4, Clause 2.2;

“ List of Suppliers ” means the agreed list of approved subcontractors dated as of 6 September 2010 and initialled by the parties for the purposes of identification;

“ Losses ” means any and all causes of action, charges (including interest charges), costs, claims (in contract, tort or otherwise), controls, liquidated or unliquidated damages, demands, expenses, fees (including legal fees) fines, liabilities (civil, criminal or otherwise), losses (other than consequential losses), payments, penalties, proceedings, restrictions, suits and any and all other sanctions of a monetary nature other than taxes;

“ Milestones ” has the meaning given in Article 2, Clause 4.1;

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“ NCL Group ” means NCLC, and its subsidiaries and affiliates from time to time;

“ Parts ” has the meaning given in Article 1, Clause 1.1(i)(b);

“ partial loss ” means any loss of or damage to the Ship (including Buyer’s Supplies and other Parts) which does not constitute a total loss and “partial loss proceeds” means any insurance proceeds paid and/or payable in respect of any partial loss;

“ permitted encumbrance ” means any encumbrance (i) created by the Buyer or (ii) arising by operation of law in connection with claims against the Buyer for which the Buyer would not be entitled to compensation or indemnification from the Builder under this Contract;

“ Plans ” means the General Arrangement Plan No. P 9100-G2 dated 15 September 2010 and initialled by the parties for the purposes of identification, and the technical system and other plans and drawings described or referred to in the Specification;

“ protected parties ” means (i) every member of the NCL Group from time to time, and each and all of their respective affiliates, (ii) each and all of (a) the respective directors, officers, managers, employees, members, parents, shareholders, subsidiaries predecessors and successors, and (b) agents, associates, attorneys, suppliers, workers and other representatives of the Buyer and each other protected party;

“Refund Guarantor” has the meaning given in Article 8, Clause 2.3;

“ reference ships” means Hull No. D33 named m.v. Norwegian Epic for passenger public areas and the Builder’s Hull No. 670 named Norwegian Gem for all other areas and technical systems,;

“ Regulatory Authorities ” means those authorities, bodies and entities having regulatory responsibility and authority in respect of the Ship or specific areas or parts of the Ship, whether before or after delivery under this Contract, including (i) the International Maritime Organisation, (ii) the World Health Organisation, (iii) the United States’ Coast Guard and Public Health Services authorities, (iv) the maritime authorities of the Flag State, and (v) all other specified national or international regulatory authorities;

“ Regulatory Rules ” has the meaning given in Article 1, Clause 4.3;

“ relevant rate ” means the aggregate of (i) [*] per cent [*] and (ii) EURIBOR for the relevant period;

“ S&V Requirements ” has the meaning given in Article 6, Clause 2.10;

“ Ship ” means the ship which is the subject of this Contract and all Parts (including all delivered Buyer’s Supplies);

“ Shipyard ” means the Builder’s shipyard at Papenburg, Germany;

“ Specification ” means Specification No. P9100-G1 dated 6 September 2010 and the Appendices thereto (each, an “ Appendix ” and severally, the “ Appendices ”) and, unless the context otherwise requires, “ specified ” means stipulated in the Specification or in the Appendices;

“ subcontractor(s) ” shall include each of the Builder’s makers and suppliers, and any other person, company or other entity under contract to the Builder or used by the Builder in connection with the design, construction, manufacture or supply of any materials, machinery, equipment, other parts or services for the Ship;

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“ tests ” means (i) the shop, dock, sea and other tests, trials and inspections described in the Specification and the Plans and (ii) such other tests, trials and inspections (or retests, retrials and reinspections) as the Buyer and/or the Classification Society and/or the Regulatory Authorities may reasonably require in order to demonstrate and confirm the complete correction of any Defects;

“ total loss ” means any actual, constructive, compromised or arranged or agreed total loss of the Ship (including Buyer’s Supplies or other Parts);

“ working day ” means any day, other than a Saturday or Sunday, on which banks are generally open for business in each of Miami and Papenburg; and

“ € ” and “ euro” mean the lawful currency of the Federal Republic of Germany, and “euros” shall be construed accordingly.

2.	INTERPRETATION OF CERTAIN REFERENCES

2.1	Save where the contrary is expressly stated, any reference in this Contract to:

(i)

this Contract, the Specification, the Appendices, the Plans or any other agreements or documents shall be construed as a reference to this Contract, the Specification, the Appendices, the Plans or, as the case may be, such other agreements or documents as the same may have been, or may from time to time be, amended, modified, varied, novated or supplemented;

(ii)

an Article or the schedule shall be construed as a reference to an Article or the schedule of this Contract;

(iii)

an award shall be construed as a reference to any award, decision, declaration, injunction, judgement, order or other relief;

(iv)

a claim shall be construed as a reference to any action, claim, demand, proceeding, process or suit, whether in arbitration or court or otherwise;

(v)

a clause shall be construed as a reference to a clause of the Article in which the reference appears;

(vi)

a person shall be construed as a reference to any individual, firm, company, corporation, unincorporated body of persons, or any state or state agency,

(vii)

a party to this Contract shall include a reference to such party’s successors and permitted assigns;

(viii)

a tax shall be construed as a reference to any tax, assessment, levy, impost, duty or other charge of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same), whether national, provincial or local;

(ix)

a judgment shall be construed so as to include any court order, injunction, declaration, decision and any other form of judicial relief;

(x)

a receiver shall be construed so as to include any liquidator, trustee, administrator, receiver, administrative receiver, manager or similar officer; and

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(xi)

the winding up of a party to this Contract shall be construed so as to include the bankruptcy or liquidation of the party or any equivalent or analogous proceedings under the law of the jurisdiction in which such party is incorporated or any other jurisdiction in which such party carries on business.

2.2	The Index, Article, Clause and schedule headings and sub-headings are inserted for convenience only and shall not affect the interpretation of this Contract.

3.	PRIORITY OF CONTRACT, PLANS AND SPECIFICATION

3.1

This Contract, the Plans, the Specification and the Appendices are intended to complement and supplement one another. All general language or requirements embodied in the Specification are intended to amplify, explain and implement the requirements of this Contract. The Specification and the Plans are also intended to explain each other, and anything shown in the Plans but not stipulated in the Specification or stipulated in the Specification and not shown in the Plans shall be deemed and considered as if embodied in both. The Appendices are intended to clarify, amplify and supplement the Specification.

3.2	If any conflict is found to exist between:

(i)

the provisions of this Contract, on the one hand, and the Specification and/or the Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the provisions of this Contract shall prevail, and in all other respects the Specification and the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because this Contract, on the one hand, and the Specification and/or the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or

(ii)

the provisions of the Specification, on the one hand, and the Plans, on the other hand, then to the extent of such conflict only, the Plans shall be ineffectual, and the provisions of the Specification shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Specification, on the one hand, and the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or

(iii)

the provisions of the Appendices, on the one hand, and the Specification and/or Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the relevant provisions of the Appendices shall prevail, and in all other respects the Specification and the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Appendices, on the one hand, and the Specification and/or Plans on the other hand contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or

(iv)

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because a Plan, on the one hand, and another Plan on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder.

(End of Schedule 1)

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SCHEDULE 2

1.	FORM OF REFUND GUARANTEE

Letterhead of Refund Guarantor

To: Breakaway One, Ltd. c/o NCL Corporation Ltd., 7665 Corporate Centre Drive, Miami, Florida 33126 For Attention of the General Counsel

Date: [ insert date ]

Refund Guarantee No. [ insert number/reference ] (the “Guarantee”)

We refer to the shipbuilding contract dated as of [ insert date ] September 2010 (as amended or supplemented at any time, the “ Contract ”) and made between Breakaway One, Ltd. (the “ Buyer ”), NCL Corporation Ltd. as the Buyer’s guarantor, and Meyer Werft GmbH (the “ Builder ”) in relation to the construction of the Builder’s Hull S.678 (the “ Ship ”).

In consideration of the Buyer entering into the Contract and agreeing to accept this Guarantee under Article 8, Clause 2.3 of the Contract as a security for the refund of the contract price instalment of € [ insert amount of instalment in numbers / words ] euros) (the “ Instalment ”) payable under Article 8, Clause 2.1 [ specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract, at the request of the Builder we, [ insert name of Refund Guarantor ], hereby unconditionally and irrevocably: (i) undertake to pay to the Buyer the amount of the Instalment (less the amount received by the Buyer from the Builder under Article 8, Clause 2.8 [(i)] / [(ii)] / [(iii)] / [(iv)] of the Contract) and interest thereon at the relevant rate (as defined in the Contract) from the date of the Builder’s receipt of the Instalment to the date of the Buyer’s receipt of the refund against the Buyer’s first written demand (a) specifying the amount claimed by the Buyer in respect of the Instalment together with interest thereon at the relevant rate (as defined in the Contract), and (b) specifying the account to which the amount demanded should be paid; and (ii) undertake to the Buyer that (a) payment will be made by us forthwith upon our receipt of such simple written demand, without any counterclaim, deductions, set-off, withholdings or any objection whatsoever, and (b) if we are required by law to make any deduction or withholding from any payment to the Buyer under this Guarantee, our payment to the Buyer will be increased by such amount as may be necessary to ensure that, after all of the required deductions and withholdings have been made, the Buyer receives a payment equal to the amount it would have received had no such deductions or withholdings been made.

Notwithstanding paragraph 2 above, if, within fifteen (15) running days following our receipt of a written demand from the Buyer, the Builder has (i) confirmed to us by written notice copied to the Buyer (a) that the Builder is disputing the Buyer’s entitlement to make a claim under this Guarantee, (b) that such dispute does not relate to or arise out of or in connection with the occurrence of any of the circumstances, events or matters affecting the Builder referred to in Article 9, Clause 2.1 (vii) of the Contract, and (c) that the dispute will be resolved in accordance with the Contract, and (ii) delivered to us a copy of a written notice served on the Buyer stating in reasonable detail the grounds upon which the Builder is disputing the Buyer’s entitlement to make a claim under this Guarantee, we shall be entitled to withhold payment under this Guarantee pending settlement of the dispute between the parties or determination of the dispute in accordance with the Contract. If the Builder subsequently accepts all or any part of the Buyer’s claim, or if the Buyer obtains a final order from the English courts adjudging that

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all or any part of the claim is payable to the Buyer, we will pay the relevant amount to the Buyer (together with interest thereon as provided in Clause 2(i) above) upon our receipt of a certified true copy of a settlement agreement signed on behalf of the Builder and the Buyer or (as the case may be) upon our receipt of a certified true copy of the relevant court order.

This Guarantee shall become effective upon the Builder’s receipt of the Instalment and shall expire upon the first to occur of (i) the Buyer’s acceptance of delivery of the Ship in accordance with the Contract, as evidenced by a true and complete copy of a written protocol of delivery and acceptance signed by the Buyer, and (ii) the date when we have received a written notice from the Buyer stating that it has received, from another guarantor acceptable to the Buyer, a substitute guarantee securing the refund of the Instalment which is in form and substance satisfactory to the Buyer provided always that that if any written demand for payment is made by the Buyer or its assignees under this Guarantee prior to the termination of this Guarantee (but payment in satisfaction of such demand has not been made by us prior to termination hereof) this Guarantee shall remain in full force until payment of the amount demanded has been received by the Buyer or its assignees.

Our obligations under this Guarantee are those of a sole primary obligor (as and for our own debt and independent from any obligations of the Builder) and not merely as surety, and we agree that the Buyer is not obliged to make any prior demand of the Builder under the Contract or to seek to enforce any remedies against the Builder before making a claim under this Guarantee.

Our obligations under this Guarantee shall not be in any respect discharged, impaired or otherwise affected by reason of any events or circumstances whatsoever including without limitation (i) any invalidity, irregularity or unenforceability of any of the Builder’s obligations under or in connection with the Contract, (ii) the granting to the Builder of any time, waiver, consent, indulgence or other forbearance in relation to the Contract, (iii) any bankruptcy, insolvency or similar proceedings related to any party to the Contract, (iv) any amendment or supplement to, or any novation or replacement of, the Contract, or (v) any other events or circumstances that might otherwise constitute a legal or equitable discharge of or defence to a surety or guarantor under applicable law, and we hereby irrevocably and unconditionally waive any and all defences at law or in equity that may be available to us by reason of any such events or circumstances.

7.	This Guarantee shall be in addition to any other security granted by the Builder in favour of the Buyer under the Contract, and shall not be affected by any action taken by the Buyer under any such other security.

This Guarantee may be assigned by the Buyer to any of the banks and financial institutions from time to time providing the Buyer with financial support for its payment obligations under the Contract and to any other permitted assignees or transferees (including, without limitation, by way of novation) of the Buyer’s rights under the Contract, provided that written notice of any such assignment or transfer will be given to us promptly thereafter.

We unconditionally and irrevocably (i) agree that this Guarantee (and any non-contractual obligations arising out of or in connection with this Guarantee) shall be governed by and construed in accordance with English law, (ii) agree that the English courts shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, that may arise out of or in connection with this Guarantee, and (iii) submit to the jurisdiction of the English courts for the purposes of any proceedings under or in connection with this Guarantee.

- 69 -

10.

All correspondence, claims and demands under or in connection with this Guarantee shall be marked for the attention of [ insert name ] and delivered to us at [ insert address ]. Any legal process issued out of the English courts may be served on us by being delivered to our agent for service of process in London, [ insert name ] at [ insert London address ].

Yours faithfully

For and on behalf of

[ insert name of Refund Guarantor ]

(End of Schedule 2)

- 70 -

SCHEDULE 3 - AOM FORM

[*]

(End of Schedule 3)

- 71 -

AUTHORISED SIGNATURES


SIGNED by		/s/ Kevin M. Sheehan
for and on behalf of
BREAKAWAY ONE, LTD.

SIGNED by		/s/ Kevin M. Sheehan
for and on behalf of
NCL CORPORATION LTD.

SIGNED by		/s/ Signature Illegible
for and on behalf of
MEYER WERFT GMBH

( End of Contract )

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Exhibit 10.56

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

SHIPBUILDING CONTRACT

BETWEEN

MEYER WERFT GMBH

AND

BREAKAWAY TWO, LTD.

AND

NCL CORPORATION LTD.

IN RELATION TO HULL NO. S.692

CONTENTS


Clause		Page

*Article 1: Subject Matter of Contract*

1.	Agreement To Build, Sell And Purchase		1

2.	Description Of The Ship		2

3.	Specification And Plans		4

4.	Classification		4

5.	Builder’s Right To Subcontract		6

6.	Buyer’s Supplies		7

7.	Builder’s Tally Of Buyer’s Supplies		8

*Article 2: Supervision*

1.	Supervisor		10

2.	Plan Approval		11

3.	Work Approval		12

4.	Planned Programme		13

5.	Minor Alterations		14

6.	Technical Disputes		14

*Article 3: Modifications*

1.	Modifications		15

2.	Classification And Regulatory Changes		17

3.	Substitution Of Parts		17

*Article 4: Title And Insurances*

1.	Title, Risk And Encumbrances		18

2.	Insurances		19

3.	Loss Or Damage		20

*Article 5: Permissible Delays*

1.	Extension Of Time For Building Work		22

2.	Delay Notices		24

*Article 6: Tests, Liquidated Damages And Certain Termination Rights*

1.	Tests		25

2.	Liquidated Damages		26

*Article 7: Delivery And Guarantee*

1.	Delivery And Acceptance		30

2.	Guarantee		33


*Article 8: Contract Price And Payment Terms*

1.	Contract Price	38

2.	Payments	38

*Article 9: Termination*

1.	Termination By Builder	42

2.	Termination By Buyer	43

3.	Termination By Either Party	46

*Article 10: Builder’s Representations, Covenants And Indemnities*

1.	Representations, Warranties And Covenants	47

2.	Indemnities	47

*Article 11: Intellectual Property Rights*

1.	Patents, Trade Marks And Copyrights	49

2.	Rights To Engineering And Design Data	50

*Article 12: Taxes And Contract Expenses*

1.	Taxes	51

2.	Contract Expenses	51

*Article 13: Disputes, Jurisdictions, Governing Law And Notices*

1.	Technical Disputes	52

2.	Jurisdiction	53

3.	Governing Law	53

4.	Notices	53

*Article 14: General Matters*

1.	Computation Of Time	56

2.	Assignments	56

3.	Partial Illegality	56

4.	Confidentiality	57

5.	Amendments	57

6.	No Waiver	57

7.	Consents	57

8.	Language	58

9.	Models	58

10.	Counterparts	58

11.	Effective Date	58

12.	Protected Parties	59

13.	Guarantee	59

14.	Fair Dealing And Business Standards	59

15.	Permitted Sistership Changes	60


Schedules

S CHEDULE 1	D EFINITIONS O F C ERTAIN T ERMS	61

S CHEDULE 2	F ORM O F R EFUND G UARANTEE	67

S CHEDULE 3	A OM F ORM	70

A UTHORISED S IGNATURES		71

THIS SHIPBUILDING CONTRACT is dated 24 September, 2010 and made between:

(1)	MEYER WERFT GMBH , a company organised and existing under the laws of Germany, and having its principal office at Industriegebiet Süd, D-26871 Papenburg, Germany (the “ Builder ”); and

(2)	BREAKAWAY TWO, LTD., a company incorporated in Bermuda and having its registered office at Milner House, 18 Parliament Street, Hamilton HM12, Bermuda (the “ Buyer ”); and

(3)	NCL CORPORATION LTD. , a company incorporated in Bermuda having its registered office at Milner House, 18 Parliament Street, Hamilton HM12, Bermuda (“ NCLC ”).

NOW IT IS HEREBY AGREED as follows:

ARTICLE 1: SUBJECT MATTER OF CONTRACT

1.	AGREEMENT TO BUILD, SELL AND PURCHASE

1.1	On and subject to the provisions of this Contract, the Plans and the Specification:-

(i)

the Builder shall:

(a)

design, engineer, build, launch, equip and outfit the passenger cruise ship more particularly described in this Contract, the Plans and the Specification (the “ Ship ”) at the Shipyard, and

(b)

(c)

supply all operating and maintenance manuals, drawings, lists, maker’s instructions, plans, records, training materials and other construction documents;

(d)

provide or procure the provision of all specified training of the Buyer, its employees and other representatives; and

(e)

(ii)

the Buyer shall purchase and accept delivery of the duly completed Ship at the Delivery Port.

1.2

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specified areas of the Ship, shall not be lower than the highest of the corresponding standards on the reference ships, as built by the relevant builder and as accepted by the relevant buyer.

2.	DESCRIPTION OF THE SHIP

2.1	The Ship shall be a luxury passenger cruise ship suitable for continuous year-round worldwide cruising, with the following main dimensions and characteristics:

(i)

Dimensions

Length overall about 324.metres

Length between perpendiculars about 300.50 meters

Breadth moulded about 39.70 metres

Depth bulkhead deck about 11.40 metres

Design draft about 8.30 metres

(ii)

Deadweight

(iii)

Passenger cabins

Penthouse suites - 4

Courtyard suites 1: 19

Courtyard suites 2: 19

Courtyard suite ADA: 1

Spa suites: 15

Spa suite ADA: 1

Corner suites: 8

Junior suites: 12

Mini suites: 214

Mini suites spa: 20

Mini suites ADA: 4

Balcony cabins: 977

Balcony cabins spa: 28

Balcony cabins ADA: 19

- 2 -

Ocean view cabins: 122

Ocean view cabins ADA: 4

Family suites: 40

Family suites ADA: 4

Inside cabins: 391

Inside cabins ADA: 9

Inside deluxe cabins: 45

Inside studio cabins: 59

(iv)

Crew cabins

Captain class cabins: 4

Senior Officer cabins: 4

Officer single, outside cabins: 90

Officer single, inside cabins: 12

Petty officer, single cabins: 80

Crew, single, shared cabins: 644

Crew, double cabins: 140

Crew, double, shared cabins: 226

(v)

Life saving equipment

Total number of persons on board for the purposes of long international voyages - 6296.

(vi)

Machinery


Diesel engines		2 x 12v 48/60 CR TIER2, each capable of a maximum continuous rating of 14,400 kW at 514 rpm (or equivalent)

		2 x 14v 48/60 CR TIER2, each capable of a maximum continuous rating of 16,800 kW at 514 rpm (or equivalent)

Pod units		2 pod units each developing 17,500 kW at approximately 139 rpm

(vii)

Speed

The trial speed of the Ship at a mean moulded draft of 8.30 m shall be at least 22.5 knots under the conditions specified in Section G.2.5 of the Specification.

- 3 -

2.2

2.3	The hull number of the Ship will be S.692 and that number shall in accordance with Clause 1.1 and 1.2 in Article 4 be placed upon the Ship and the Parts during construction.

3.	SPECIFICATION AND PLANS

3.1

3.2

3.3

3.4	The Builder shall pay for all Parts promptly on or before delivery of the Ship or in accordance with usual commercial credit terms.

3.5

4.	CLASSIFICATION

4.1	The Builder shall design and build the Ship under the supervision and special survey of Det Norske Veritas (the “ Classification Society ”), in accordance with the regulations, requirements, resolutions and rules of the Classification Society (the “ Class Rules ”) that

- 4 -

4.2

4.3

4.4

4.5	All classification, certification, testing, survey and other fees and charges payable to the Classification Society and other third parties in relation to the building work shall be for the account of the Builder.

4.6	Although the Classification Society will be appointed and paid for by the Builder, and although the Builder will be exclusively responsible for the correct interpretation and application of the Class Rules:

(i)

(ii)

the Builder will ensure that the provisions of this Clause 4.6 are communicated to, and accepted by, the Classification Society prior to its appointment under this Contract.

4.7	All fees and charges incidental to the registration of the Ship under the flag and laws of the Flag State shall be for the account of the Buyer.

4.8	In relation to the building work, the Buyer has the right:

(i)

(ii)

to attend all scheduled meetings between the Builder and the Classification Society or the Regulatory Authorities,

- 5 -

4.9

4.10	The Builder shall be responsible for obtaining the approval of all drawings, calculations and other necessary matters by the Classification Society and the Regulatory Authorities, and shall arrange for all applicable certificates and approvals to be issued.

5.	BUILDER’S RIGHT TO SUBCONTRACT

5.1

5.2

5.3	The Builder covenants with the Buyer that:

(i)

(ii)

- 6 -

(iii)

(iv)

(v)

(vi)

5.4	The Buyer shall have the right to approve the identity of all main subcontractors other than those specified in the List of Suppliers, such approval not to be unreasonably withheld.

5.5	All labour costs (including overtime costs) of the Builder and of the workmen, subcontractors, and others used by the Builder shall be for the account of the Builder.

6.	BUYER’S SUPPLIES

6.1

6.2

- 7 -

6.3

6.4	The Builder:

(i)

(ii)

6.5

6.6

7.	BUILDER’S TALLY OF BUYER’S SUPPLIES

7.1

(i)

the date of delivery to the Builder (or its subcontractors) of each batch or consignment of Buyer’s Supplies;

(ii)

where and how such Buyer’s Supplies are stored;

- 8 -

(iii)

when such Buyer’s Supplies are incorporated or installed in, or stowed on, the Ship; and

(iv)

the balance (in units) of any unused Buyer’s Supplies.

7.2	The Builder shall provide the Supervisor, on a monthly basis, with a complete set of the records described in Clause 7.1 and all amendments of, or supplements to, such records.

(End of Article 1)

- 9 -

ARTICLE 2: SUPERVISION

1.	SUPERVISOR

1.1

1.2

1.3	The Supervisor and his team shall carry out their inspections and supervision in an efficient manner and in such a way as to avoid any increase in the building costs or delays to the building work.

1.4	All salaries and, subject to Clause 1.5, costs and expenses of the Supervisor and his team shall be for the Buyer’s account.

1.5	The Builder shall provide, free of charge to the Buyer, the Supervisor and the Supervisor’s team:

(i)

(ii)

lodgings in Papenburg (or vicinity) and meals at the Shipyard (as far as available),

1.6

1.7	The Supervisor and his team shall be deemed to have notice of and shall observe the safety, security and other rules and precautions in force from time to time at the Shipyard and at the premises of the Builder’s sub-contractors.

- 10 -

2.	PLAN APPROVAL

2.1

2.2

2.3

2.4

2.5

2.6

2.7

- 11 -

2.8	If a plan, drawing or other document is approved by or on behalf of the Buyer, the Builder shall proceed with the building work shown therein.

2.9

2.10

2.11	All building work performed by the Builder prior to approval by the Buyer of all plans, drawings or documents relating to such work shall be at the sole risk and expense of the Builder.

2.12

2.13

3.	WORK APPROVAL

3.1

3.2

- 12 -

3.3

3.4	If any building work or Parts shall be duly rejected by the Buyer as not complying with the Contract, the Plans or the Specification, the Builder shall promptly correct or replace such work or Parts at the Builder’s cost and in the Builder’s time.

4.	PLANNED PROGRAMME

4.1	The Ship shall be constructed in accordance with the planned milestones programme attached to the Specification as Appendix 8 defining certain stages of the construction process (“ Milestones ”) which must be completed by the dates therein specified.

4.2	The Builder shall submit to the Buyer each month, commencing on the date falling three (3) months after the Effective Date, until delivery, the following documentation (the accuracy of which the Builder hereby warrants):

(i)

a status report on the building work as compared with the planned programme, including the critical path;

(ii)

a report setting out the actual progress of the building work during the previous month as compared with the planned programme;

(iii)

a list of modifications (if any) agreed during the previous month, including Contract adjustments, if any, agreed during that month;

(iv)

a report on the delivery of subcontracted materials during the previous month (the precise nature and form of which report shall be agreed, from time to time, between the Buyer and the Builder).

4.3

- 13 -

5.	MINOR ALTERATIONS

5.1

(i)

delay or increase the cost of the building work or have a material adverse affect on the Builder’s planning or programme for the building work; or

(ii)

otherwise constitute a material modification of this Contract, the Plans or the Specification; or

(iii)

require the Builder to jeopardise its contracted building schedule(s) for other ships.

6.	TECHNICAL DISPUTES

6.1

(End of Article 2)

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ARTICLE 3: MODIFICATIONS

1.	MODIFICATIONS

1.1

(i)

at the lowest cost reasonably possible;

(ii)

within the shortest period of time reasonably possible; and

(iii)

without any loss in the relative priority of the building work for the Ship compared to other construction work in the Shipyard,

provided that nothing in this Clause 1.1 shall require the Builder to jeopardise its contracted building schedule(s) for other ships.

1.2	Any agreement on a modification (“ AOM ”) of this Contract, the Plans or the Specification shall include:

(i)

any increase or decrease in the Contract Price;

(ii)

any change in the Delivery Date, and

(iii)

any other adjustment to or amendment of any relevant provisions of this Contract, the Plans or the Specification,

which is directly, necessarily and reasonably occasioned by such modification.

(ii) a fixed profit margin for the Builder of [*] which margin (a) covers and includes all compensation, financing, guarantee, insurance, profit, remuneration, risk and other factors whatsoever in connection with the relevant AOM, and (b) shall be applied only in the case of a net increase in the costs directly, necessarily and reasonably occasioned by such AOM.

Whenever so requested by the Buyer, the Builder will verify its calculation of any modification costs by providing to the Buyer, on an open book basis, a reasonably

- 15 -

1.3

1.4

1.5

1.6

1.7

(i)

- 16 -

(ii)

The number of passenger cabins on the Ship will not exceed 2,060 cabins with 4,049 lower berths.

(iii)

1.8

2.	CLASSIFICATION AND REGULATORY CHANGES

2.1

2.2

2.3

3.	SUBSTITUTION OF PARTS

3.1

(i)

this Contract, the Plans and the Specification; and

(ii)

the Classification Society and the Regulatory Authorities.

3.2	Where a proposed substitution of Parts is approved by the Buyer, the Builder shall:

(i)

bear all additional costs and expenses whatsoever in relation to such substitution; and

(ii)

credit the Buyer with any cost savings occasioned by such substitution.

(End of Article 3)

- 17 -

ARTICLE 4: TITLE AND INSURANCES

1.	TITLE, RISK AND ENCUMBRANCES

1.1

1.2	Immediately upon:

(i)

the receipt by the Builder (or any of its subcontractors) of any Buyer’s Supplies; and

(ii)

the delivery to, or fabrication by, the Builder (or any of its subcontractors) of all other Parts,

the Builder shall mark (or cause its relevant subcontractors to mark) the same and the Ship (as it is from time to time built) with hull number S.692.

1.3	The Builder shall have no authority to create (and waives all rights to create) any encumbrances whatsoever over any of the Buyer’s Supplies, nor shall it permit any encumbrances of any kind (other than permitted encumbrances) to be imposed on or asserted against any of the Buyer’s Supplies.

1.4

1.5

1.6

1.7	Notwithstanding the provisions of Clause 1.5, the Buyer, without securing the discharge or release of any such encumbrance, may nevertheless withhold from any payments due

- 18 -

1.8	Prior to the installation of any of the Buyer’s Supplies:

(i)

(ii)

2.	INSURANCES

2.1

2.2	The amount of the insurances (the “ Insurances ”) to be arranged by the Builder under this Article shall be not less than the Contract Price.

2.3	All Insurances shall be taken out by the Builder naming the Builder as the assured party and the Buyer as the co-insured party for their respective interests. The Insurances shall contain loss payable provisions reasonably acceptable to the Buyer and its financiers.

2.4

- 19 -

2.5	The Builder shall supply the Buyer prior to the commencement of construction of the Ship with a cover note and all related documents specifying the terms of the Insurances and security (which shall be as usual for the London insurance market) for the Ship.

2.6	If at any time there is:

(i)

any lapse in the insurance coverage which the Builder is required to arrange under this Clause 2, the Buyer may effect replacement coverage at the Builder’s expense; or

(ii)

any failure by the Builder to pay any premiums due in respect of the Insurances, the Buyer may pay the same and recover the relevant payment(s) from the Builder.

3.	LOSS OR DAMAGE

3.1	In the event of any partial loss of the Ship before delivery:

(i)

(ii)

the partial loss proceeds referable to any Buyer’s Supplies subject to the partial loss shall be paid to the Buyer.

3.2

3.3

3.4	If there is a total loss of the Ship before delivery, then:-

(i)

(a)

(b)

- 20 -

(ii)

3.5

3.6	A total loss shall be deemed to have occurred:

(i)

if it consists of an actual loss, at noon Papenburg time on the actual date of loss; or

(ii)

(End of Article 4)

- 21 -

ARTICLE 5: PERMISSIBLE DELAYS

1.	EXTENSION OF TIME FOR BUILDING WORK

1.1	If the Builder gives notice as provided in Clauses 2.1, 2.2 and 2.3 the Builder shall be entitled to an extension of the Delivery Date but only if:

(i)

(ii)

such cause of delay is one of the excusable causes set out in Clause 1.3;

(iii)

(iv)

but for such cause of delay the Ship would have been delivered on time,

1.2

1.3	The Builder shall be entitled to an extension of the Delivery Date, as provided in Clause 1.1, for any delay caused:

(i)

by the Buyer (other than such delays, if any, as are caused by the Buyer in the proper and timely exercise of any of its rights or obligations under this Contract);

(ii)

(iii)

by war or warlike events involving any country which is directly relevant to the building of the Ship;

(iv)

by extraordinary weather conditions not included in normal planning;

(v)

(vi)

by such accidents, explosions, fires, disruptions of power supplies and other similar occurrences as are beyond the Builder’s control;

- 22 -

(vii)

(viii)

1.4	Notwithstanding anything to the contrary in this Clause 1, the Builder shall not be entitled to any extension of the Delivery Date for:

(i)

any delay resulting from a cause of delay which has itself been caused or contributed to by any error, neglect, omission or other default of the Builder or any of its subcontractors;

(ii)

any delay resulting from a cause of delay in existence as of the Effective Date; or

(iii)

(iv)

any delay resulting from a cause of delay which reasonably could have been avoided by the Builder;

(v)

(vi)

(vii)

any delay in moving the Ship from the Shipyard to the Delivery Port due to extraordinary weather conditions not included in normal planning.

- 23 -

2.	DELAY NOTICES

2.1

2.2

2.3

2.4

2.5	The extension of the Delivery Date provided for in this Article shall be the only remedy for delay to which the Builder shall be entitled and, by way of illustration but not limitation, the Builder shall not be entitled to damages or any adjustment in the Contract Price.

(End of Article 5)

- 24 -

ARTICLE 6: TESTS, LIQUIDATED DAMAGES AND CERTAIN TERMINATION RIGHTS

TESTS

1.1	At its sole and direct risk and expense, the Builder shall subject the Ship and specified Parts to the tests in order to ascertain whether the Ship and such Parts have been completed in full accordance with this Contract, the Plans and Specification.

1.2	The Buyer shall be entitled to have the Supervisor and his team present at all tests and the Builder shall give the Supervisor:

(i)

(ii)

twenty four (24) hours prior written notice of all other tests (except sea trials tests).

1.3

1.4

1.5

1.6	All tests conducted without notice to the Supervisor shall be reconducted by the Builder on due notice to the Supervisor at the sole risk and expense of the Builder.

1.7

1.8	The term “ Defect ” means:

(i)

any defect in the Ship or in any Part installed or incorporated in, stowed on or otherwise delivered with the Ship (including work relating to the installation of

- 25 -

(ii)

any inherent vice, breakdown, incompleteness, omission or other deficiency of the Ship or any Part,

(iii)

(iv)

the existence of any condition, notation, qualification, recommendation, reservation or restriction in relation to any certificate issued by the Classification Society or any Regulatory Authority,

1.9	After all tests have been satisfactorily performed and completed, the Builder shall:

(i)

(ii)

correct any Defects then appearing in such machinery; and

(iii)

close, connect, retry and retest the machinery, as appropriate, and then make the Ship ready for service, and

2.	LIQUIDATED DAMAGES

2.1	The Builder agrees that certain Defects and certain delays in the delivery of the Ship shall result in the reduction of the Contract Price by way of the liquidated damages provided for in this Clause 2.

- 26 -

2.2

2.3

If the Builder fails to remedy any deficiency in the GTS before delivery, the Builder shall have no liability to the Buyer if the actual speed of the Ship as determined during the final sea trials tests is up to [*] of a knot below GTS but commencing with a deficiency of more than [*] of a knot in actual speed below the GTS the Contract Price shall be reduced by way of liquidated damages as follows: (i) for [*] – [*] , a total sum of [*]; (ii) for [*] – [*], a total sum of [*]; (iii) for [*] – [*], a total sum of [*], with fractions of a knot being calculated in proportion provided that if the Defect in the actual speed of the Ship is more than [*] of a knot below the GTS, then the Buyer may, at its option, either accept the Ship at a reduction in the Contract Price for such Defect of [*] or reject the Ship and terminate this Contract pursuant to Clause 2 in Article 9

2.4

2.5

2.6	The guaranteed deadweight capacity of the Ship shall be [*] metric tons under the conditions defined in sections G.2.3 and G.2.4 of the Specification and shall be demonstrated by the Builder in the specified deadweight capacity test.

2.7

If the Builder fails to remedy any deficiency in the Ship’s deadweight capacity before delivery, the Builder shall have no liability to the Buyer if the actual deadweight capacity of the Ship as determined in accordance with the Specification is less than [*] metric tons below the guaranteed deadweight capacity but the Contract Price for the Ship shall be reduced by way of liquidated damages by the sum of [*] for each full metric ton of such deficiency being more than [*] metric tons up to a maximum deficiency of [*] metric tons at a draft of not more than [*] metres even keel with fractions of each metric ton being calculated in proportion provided that if the actual deadweight deficiency at a mean moulded draft of not more than [*] even keel is more than [*] metric tons, the Buyer may, at its option, either accept the Ship at a reduction in the Contract Price of [*] for such Defect or reject the Ship and terminate this Contract pursuant to Clause 2 in Article 9.

2.8	The guaranteed cabin capacity of the Ship shall be as defined in sections G.2.2.1 and G.2.2.2 of the Specification and no change shall be made to such cabin capacity without the Buyer’s prior written consent. If the number of completed and fully habitable cabins of

- 27 -

any of the passenger grades referred to in Clause 2.1(iii) and (iv) of Article 1 is lower than the number of cabins specified for any such grade, then the Builder shall pay liquidated damages to the Buyer at the following rates for each cabin deficiency: (i) for any top grade Suite (meaning, for this purpose, any Penthouse, Courtyard, Spa, Corner, Junior Suite or Family Suite) [*]; (ii) for any Mini Suite [*]; (iii) for any Balcony cabin [*]; (iv) for any Ocean view cabin [*]; (v) for any Inside cabin [*]; and/or (vi) for any Studio cabin [*], provided that if the overall deficiency in the number of cabins (irrespective of the grades of cabins involved) exceeds a total of [*] cabins the Buyer may, at its option, either accept the Ship subject to a reduction in the Contract Price for the Ship calculated upon the basis of the rates set out above or the Buyer may reject the Ship and terminate this Contract pursuant to Clause 2 in Article 9.

2.9

The Builder will carry out its works so that at the time of delivery of the Ship under this Contract, and after taking into account the maximum allowed deviations and tolerances referred to in section G.5.2 of the Specification, the Ship shall fulfil the same requirements in relation to noise levels, sound insulation, impact sound insulation and vibration levels (the “ S&V Requirements ”) as are defined by the Classification Society for its notations CRN (1) and CRN (2) , as far as applicable pursuant to the Specification.

2.10

2.11

2.12

If, after the steps taken by the Builder pursuant to Clause 2.10, the S&V Requirements are not fulfilled in: (a) any of the top grades of passenger cabins (meaning penthouse suites, courtyard suites and corner suites); or (b) in [*] or more of the other passenger cabins, irrespective of the grade(s); or (c) in [*] or more of spaces referred to in section G.5.2 of the Specification, then the Buyer may, at its option, either accept the Ship at an agreed reduction in the Contract Price or the Buyer may reject the Ship and terminate this Contract pursuant to Clause 2 in Article 9.

2.13	All reductions in the Contract Price provided for under any of Clauses 2.3, 2.5, 2.7, 2.8, 2.11 and/or 2.12 shall be determined on delivery of the Ship and made by means of set-off and deduction from the payments to be made by the Buyer on delivery of the Ship.

2.14

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2.15

If delivery of the Ship is delayed beyond the Delivery Date, then subject to a grace period which will expire at midnight in Papenburg on the [*] day from the Delivery Date the Builder shall pay liquidated damages for each calendar day (or pro-rata for each part of a calendar day) of delay in delivery, calculated as follows: for the first [*] days of delay, counting from midnight in Papenburg on the [*] day from the Delivery Date, the liquidated damages for delay shall be calculated at the rate of [*] per day; and thereafter, until delivery of the Ship is actually made or this Contract is terminated, the liquidated damages for delay shall be calculated at the rate of [*] per day.

2.16	If the delay in delivery of the Ship continues for [*] days after the Delivery Date then, in such event, the Buyer may at any time thereafter terminate this Contract pursuant to Clause 2 in Article 9.

2.17

2.18	Payment of the liquidated damages referred to in Clause 2.15 shall be made by the Builder to the Buyer as follows:

(i)

(ii)

thereafter the payments shall be made every [*] days commencing on the [*] day after the end of the [*] day period mentioned in Clause 2.18,

2.19	The parties acknowledge and agree that:

(i)

the Contract Price reductions and payments provided for in this Clause 2 are cumulative; and

(ii)

(End of Article 6)

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ARTICLE 7: DELIVERY AND GUARANTEE

1.	DELIVERY AND ACCEPTANCE

1.1	The date on which the Ship shall be ready for delivery is 10 April 2014 (the “ Delivery Date ”). The Ship shall not be delivered before this date without the express written approval of the Buyer. When:

(i)

the Builder has completed the building work in conformity with this Contract, the Plans and the Specification;

(ii)

all tests have been performed and completed in a manner satisfactory to the Buyer;

(iii)

(iv)

1.2	The Builder shall deliver the Ship to the Buyer free and clear of all encumbrances whatsoever.

1.3	On delivery of the Ship the Builder shall also deliver the following documents (together, the “ Delivery Documents ”):

(i)

(ii)

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(iii)

a detailed inventory showing the machinery and equipment installed on the Ship and the spares, stores and other consumable items delivered with the Ship;

(iv)

(v)

a protocol showing the results of the tests;

(vi)

a non-registration or deletion certificate issued by the District Court of Emden, Germany;

(vii)

a commercial invoice for the Ship and all other amounts payable by the Buyer on delivery;

(viii)

(ix)

a full set of the specified construction documents (each in three (3) white prints, one of each of which will be on board the Ship at delivery);

(x)

one CD-ROM of the principal delivery drawings and plans relating to the Ship approved by the Classification Society;

(xi)

(xii)

1.4

1.5	Notwithstanding any provision to the contrary in this Clause 1, if the Ship is complete but for minor and insignificant Defects, the Buyer shall accept delivery subject to:

(i)

an agreed reduction in the Contract Price; or

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(ii)

in the Buyer’s option, the Builder undertaking to correct—at the Builder’s entire risk and expense, without any interruption to the Ship’s service to its passengers, and in accordance with a remedial plan and timetable acceptable to the Buyer (acting reasonably) – the minor and insignificant Defects described in a list which shall be prepared by the Buyer and agreed with the Builder at or before delivery.

1.6	The expression “ minor and insignificant Defects ” means those Defects which in and of themselves until they have been remedied, and which in the course and process of being remedied:

(i)

do not and will not adversely affect the seaworthiness of the Ship; or

(ii)

do not and will not prevent the unrestricted use of the Ship in its intended service and purpose; or

(iii)

do not and will not (a) prevent the use of any of the Ship’s cabins and public areas, or (b) in any other way adversely affect the comfort and safety of the Ship’s passengers; or

(iv)

do not and will not affect the safety of the Ship’s crew members or their ability to carry out their duties in a safe working environment and with appropriate accommodation; or

(v)

do not and will not adversely affect the operational efficiency of the Ship; or

(vi)

1.7	Acceptance of the Ship by the Buyer shall be accomplished by:

(i)

the delivery to the Builder of a counterpart of the protocol of delivery and acceptance duly executed by the Buyer; and

(ii)

payment by the Buyer to the Builder of that part of the Contract Price which the Buyer is required to pay upon delivery of the Ship pursuant to Clause 2.1(vi) in Article 8.

1.8

1.9	The Buyer shall be afforded five (5) days free of any wharfage or any other charge, and up to three (3) further days at the usual wharfage fee charged by the relevant port authority, within which to remove the Ship from her point of delivery.

1.10

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1.11

1.12	Acceptance of the Ship and the related Delivery Documents by the Buyer under this Clause 1:

(i)

(ii)

2.	GUARANTEE

2.1	Subject to the provisions of this Clause 2, the Builder guarantees:

(i)

(ii)

the Ship and all other Parts against all Defects for the period of three hundred and sixty five (365) days,

(subject to any extension thereof as provided for in this Clause 2) from the date of the Ship’s actual delivery to the Buyer under Article 6 (the “ Guarantee Period ”).

2.2	In calculating the length of the Guarantee Period there shall be excluded any day(s) during which the Ship is prevented from entering or is taken out of service solely on account of any Defect in the Ship or in any Part for which the Builder is responsible under this Clause 2.

2.3

2.4	If any corrective works made or agreed to be made during or after the Guarantee Period (or any extension thereof under Clause 2.3) indicate any recurring Defect, the Builder shall:

(i)

investigate the same on the basis of a potential design Defect; and

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(ii)

ascertain the source of such recurring Defect and notify the Buyer thereof; and

(iii)

correct such recurring Defect, and the source thereof, in order to avoid a continuation or repetition of such recurring Defect.

2.5	The Builder shall not be responsible for the correction of any Defect if it is due to:

(i)

(ii)

use of fuels or lubricants not recommended by the relevant manufacturer; or

(iii)

ordinary wear and tear; or

(iv)

2.6

2.7

2.8

(i)

(ii)

the cost of all labour required to correct the Defect including, without limitation, the expenses of independent contractors in travelling to the Ship;

(iii)

the cost of any necessary underwater inspection of the Ship by divers; and

(iv)

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2.9

2.10	At the Buyer’s request from time to time within the period commencing on delivery of the Ship and ending with final completion of all corrective works to be made by the Builder under this Clause 2, the Builder will:

(i)

(ii)

2.11

2.12

If:

(i)

any Defect in the Ship’s external underwater parts is discovered during the Guarantee Period or the period of thirty (30) days referred to in Clause 2.7; or

(ii)

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2.13	Without prejudice to the Builder’s obligations and liabilities under the other provisions of this Clause 2, the Builder shall not be responsible for any loss or damage caused by any Defect except:

(i)

(ii)

for any loss or damage directly caused by the Builder’s correction of any Defect;

(iii)

for any loss or damage directly caused by the wrongful refusal or failure of the Builder or its subcontractors to correct (or authorise the correction) of any Defect, and

(iv)

2.14

(i)

(ii)

the Buyer shall have the burden of establishing that the Defect is a latent Defect within the meaning set out above, failing which the Builder shall have no liability in respect thereof;

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(iii)

(iv)

the provisions of this sub Clause relating to latent Defects do not apply to paintings or coatings.

2.15	Subject to the other express provisions of this Contract, the Builder shall not be responsible for any loss of profit or other consequential losses suffered by the Buyer.

(End of Article 7)

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ARTICLE 8: CONTRACT PRICE AND PAYMENT TERMS

1.	CONTRACT PRICE

1.1	The Contract Price for the Ship:

(i)

shall be €615,000,000 (six hundred and fifteen million euros);

(ii)

is a fixed price and may be adjusted only in strict accordance with, and subject to, the express provisions of this Contract; and

(iii)

1.2	For the avoidance of doubt, the Contract Price includes:

(i)

the cost of the Ship, completed in accordance with the requirements of this Contract;

(ii)

the cost of all building work and the cost of all tests and trials of the Ship to be performed by, or on behalf of, the Builder;

(iii)

the cost of procuring the classification notation for the Ship, and of obtaining all certificates and other documents which are required to be delivered pursuant to this Contract; and

(iv)

all other costs and expenses of the Builder as provided for herein or otherwise incurred by the Builder unless expressly provided for in this Contract as being for the Buyer’s account.

1.3	No commission of any kind whatsoever is or will be payable (whether directly or indirectly) by or to any person in relation to or in connection with this Contract or any of the business transactions described in or contemplated by this Contract.

2.	PAYMENTS

2.1	Payment of the Contract Price shall be made to the Builder as follows:

(i)

[*], within [*] working days after the Effective Date;

(ii)

[*], on the date falling [*] calendar months before the Delivery Date;

(iii)

[*] on the date falling [*] calendar months before the Delivery Date;

(iv)

(v)

the balance of the Contract Price, on delivery of the Ship and the Delivery Documents to, and their acceptance by, the Buyer in accordance with the provisions of this Contract.

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2.2

2.3	The Buyer’s obligations to make the payments referred to in sub-clauses 2.1(i) to (iv) shall, in the case of each such payment, be subject to and conditional upon the Buyer’s receipt of:

(i)

the Builder’s invoice for the relevant payment;

(ii)

(iii)

a list of authorized signatures or equivalent evidence of the authority of the person(s) signing the guarantee on behalf of the Relevant Refund Guarantor.

2.4	The other payments from time to time due under this Contract shall be made as follows:

(i)

(ii)

any amount for which a specific payment date is stipulated in this Contract shall be paid on such date; and

(iii)

for any amount accruing after delivery in respect of a defect, payment shall be made as follows:

(a)

(c)

- 39 -

2.5	Every amount from time to time due under this Contract but unpaid for longer than seven (7) days from (and excluding) the due date shall bear interest at the relevant rate from the due date up to and including the date of receipt by the party to which the amount is owed.

2.6	All amounts payable to the Builder under this Contract shall be paid direct to the Builder’s Account, and the Builder and the Buyer shall consult with each other about the mode of payment with a view to reducing the amount of any applicable bank transfer charges.

2.7

2.8	The Buyer’s Allowance shall be accounted for and paid by the Builder as follows:

(i)

(ii)

(iii)

(iv)

(v)

- 40 -

(vi)

(vii)

(viii)

2.9	All fees, costs and other charges whatsoever arising in connection with:

(i)

(ii)

2.10	The euro is the currency of account and payment for each and every sum at any time due from either party to the other under or in connection with this Contract.

(End of Article 8)

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ARTICLE 9: TERMINATION

1.	TERMINATION BY BUILDER

1.1	Each of the following events shall be a “ Builder Termination Event ” for the purposes of this Contract:

(i)

(ii)

(iii)

1.2	At any time after a Builder Termination Event shall have occurred and be continuing, the Builder may, by notice to the Buyer, terminate this Contract whereupon:

(i)

title in the Buyer’s Supplies owned by the Buyer which have been installed or incorporated in the Ship before termination, shall pass to the Builder; and

(ii)

the Builder shall retain and apply (in the manner provided for in Clause 1.3) all payments previously made by the Buyer to the Builder under this Contract.

1.3

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(i)

(ii)

secondly, in payment of the Builder’s proved loss directly resulting from the Buyer’s default; and

(iii)

thirdly, in payment of any remaining balance to the Buyer,

2.	TERMINATION BY BUYER

2.1	Each of the following events shall be a “ Buyer Termination Event ” for the purposes of this Contract:

(i)

(ii)

if the Buyer becomes entitled to terminate this Contract under any of Clauses 2.3, 2.7, 2.8, 2.12, 2.16, or 2.17 in Article 6;

(iii)

(iv)

(v)

- 43 -

Article 8 issued by a new Refund Guarantor that is an Acceptable Issuer within 28 (twenty eight) days after receipt of written notice from the Buyer requiring such replacement; or

(vi)

(vii)

2.2	At any time after a Buyer Termination Event shall have occurred and be continuing the Buyer may, by notice to the Builder, terminate this Contract and thereafter:

(i)

(ii)

(iii)

- 44 -

2.3

2.4

(i)

the payments, refunds and other amounts referred to in Clause 2.2 (i), (ii) and (iii); and

(ii)

2.5	If the Buyer elects to take title and possession in the Ship under Clauses 2.3 and 2.4 the Builder will, at the Buyer’s direction from time to time, arrange for the following steps to be taken as soon as may be practicable:

(i)

the execution of all works and other steps required to permit the Ship, the Parts and the Buyer’s supplies to be removed by the Buyer in an orderly and safe manner;

(ii)

the removal from the Ship of all employees and other representatives of the Builder and its subcontractors;

(iii)

(iv)

the vesting in the Buyer of all rights of the Builder under and in connection with the subcontracts and supply contracts made by the Builder in relation to the construction of the Ship; and

(v)

the provision to the Buyer and its contractors of all such other assistance as may be required to enable the Buyer to remove the Ship, the Parts and the Buyer’s Supplies.

- 45 -

3.	TERMINATION BY EITHER PARTY

3.1

3.2

(End of Article 9)

- 46 -

ARTICLE 10: BUILDER’S REPRESENTATIONS, COVENANTS AND INDEMNITIES

1.	REPRESENTATIONS, WARRANTIES AND COVENANTS

1.1	The Builder acknowledges that the Buyer has entered into this Contract in full reliance on the representations set out in Clauses 1.2 and 1.3 and the Builder warrants that the statements contained in those Clauses are in all respects true and accurate.

1.2	Each party (in either case, the “ warrantor ”) represents and warrants to the other party that:

(i)

(ii)

1.3	The Builder further represents and warrants to the Buyer:

(i)

(ii)

(iii)

2.	INDEMNITIES

2.1

(i)

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(ii)

any representation made by the Builder in Clause 1.3 proving (at any time before or after the date hereof) to be untrue, inaccurate or misleading in any material respect.

(End of Article 10)

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ARTICLE 11: INTELLECTUAL PROPERTY RIGHTS

1.	PATENTS, TRADE MARKS AND COPYRIGHTS

1.1	The Builder shall procure all such approvals and licenses, and pay all such royalties, licence fees or other similar charges, on or in connection with:

(i)

the Ship;

(ii)

any Parts (other than Buyer’s Supplies) installed or incorporated in, stowed on or otherwise delivered with the Ship;

(iii)

any part of the building work,

1.2

1.3	If by reason of any claim for which the Builder is responsible under this Clause 1:

(i)

(ii)

1.4

- 49 -

infringement if the management of the Builder knew of the relevant infringement (at any time between the Effective Date and the date of actual delivery of the Ship) but failed to notify the Buyer.

2.	RIGHTS TO ENGINEERING AND DESIGN DATA

2.1	All plans, designs and engineering and design data supplied by the Buyer to the Builder which are the property of the Buyer shall remain the property of the Buyer and such plans, designs and engineering and design data may be used by the Builder only in such manner as is permitted by this Clause 2.

2.2

2.3

2.4

2.5

(End of Article 11)

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ARTICLE 12: TAXES AND CONTRACT EXPENSES

TAXES

1.1

1.2

2.	CONTRACT EXPENSES

2.1	Each party shall bear and pay all costs and expenses incurred by it in connection with the negotiation, preparation and execution of this Contract.

2.2	Each party shall from time to time reimburse the other on demand for all costs and expenses (including fees of legal and other professional advisors) reasonably incurred by such other party in connection with the enforcement of any of the rights of that party under this Agreement.

(End of Article 12)

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ARTICLE 13: DISPUTES, JURISDICTION, GOVERNING LAW AND NOTICES

1.	TECHNICAL DISPUTES

1.1

1.2	The procedure applicable to the resolution of any Dispute of a technical nature (whether by the Classification Society or by a mutually agreed technical expert) shall be as follows:

(i)

(ii)

(iii)

(iv)

the Expert shall act as an expert and not as an arbitrator;

(v)

the decision of the Expert shall be final and binding on both parties; and

(vi)

the parties shall bear the Expert’s costs equally.

1.3	If within 10 (ten) working days after receipt by a party of a notice of a Dispute from the other party:

(i)

the Head Office of the Classification Society has failed to accept a referral pursuant to Clause 1.1; or

(ii)

a party reasonably considers that it is not appropriate to refer any Dispute of a technical nature to the Head Office of the Classification Society; or

(iii)

the parties have failed to agree upon the identity of a mutually acceptable technical expert and obtain written acceptance of its appointment,

the Dispute shall be determined in accordance with Clause 2.

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2.	JURISDICTION

2.1	Except where a Dispute is determined under Clause 1.1 and subject to the Buyer’s rights under Clause 3.4, the English courts shall have exclusive jurisdiction to settle and determine all Disputes.

2.2

2.3	A judgment relating to this Contract that is given or enforceable by the English courts may be enforced without review in any other jurisdiction and each party waives all of its rights to apply for or require any such review.

2.4

(i)

the Builder may have to retain possession of the Ship on account of non-payment of the Contract Price; or

(ii)

the Buyer may have to dispute the due date for payment of any part of the Contract Price under Clause 2.1(v) in Article 8.

2.5	For the avoidance of doubt, if any Dispute arises before delivery of the Ship and is referred for determination under any of the provisions of Clauses 1 or 2 hereof, the Builder shall not be entitled to dispose of the Ship pending the final determination of such Dispute.

3.	GOVERNING LAW

3.1	This Contract is governed by and shall be construed in accordance with English law without giving effect to any principles of conflicts of laws.

3.2

3.3

3.4	The Buyer reserves the right to proceed under this Contract against the Builder in the German state courts for interlocutory relief ( einstweiliger Rechtsschutz ).

4.	NOTICES

4.1	Any notice or other communication made under or in connection with this Contract shall be in writing in the English language and shall be given to the addressee at the relevant

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(i)

if to the Buyer or NCLC, to Breakaway Two, Ltd. or NCLC c/o 7665 Corporate

Centre Drive, Miami, Florida 33126

Attention: Mr Kevin Sheehan, President & CEO

Email: ksheehan@ncl.com

Fax: +1 305 436 4113

with a copy to: Mr Daniel S. Farkas, Sr. Vice President & General Counsel

Email: dfarkas@ncl.com

Fax: +1 305 436 4117

(ii)

if to the Supervisor, to the Supervisor c/o the Supervisor’s designated office at the Shipyard

Attention: Mr Christer Karlsson

Email: ckarlsson@ncl.com

Fax: [To be advised]

(iii)

if to the Builder, to: Meyer Werft GmbH Postfach 1555, D26855, Papenburg, Germany

Attention: Mr B. Meyer

Fax: +49 4961 814300

Email: bernard.meyer@meyerwerft.de

Attention: Mr T. Weigend

Fax: +49 4961 814279

Email: thomas.weigend@meyerwerft.de

or to such other person, address, email or fax as any party may (by not less than five (5) working days’ notice in writing) specify to the other.

4.2	In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given:

(i)

if correctly addressed and marked for the attention of the appropriate individual and delivered personally, when left at the appropriate address of the addressee;

(ii)

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(iii)

if correctly addressed and marked for the attention of the appropriate individual and sent by email or fax to the correct address or number, upon acknowledgement of receipt by return email or fax.

(End of Article 13)

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ARTICLE 14: GENERAL MATTERS

1.	COMPUTATION OF TIME

1.1	Except as otherwise provided in this Contract, all periods of time shall be computed by including Saturdays, Sundays and holidays except that if any period terminates on:

(i)

any day which is not a working day in Miami or Papenburg (in the case of periods applicable to action by the Buyer); or

(ii)

any day which is not a working day in Papenburg (in the case of periods applicable to action by the Builder),

such period shall be deemed to be extended to the next following working day in such place.

2.	ASSIGNMENTS

2.1	The Buyer may:

(i)

(ii)

assign, novate or transfer this Contract to any member of the NCL Group or (with the prior approval of the Builder, which is not to be unreasonably withheld) to any other person whatsoever; and

(iii)

assign its rights under this Contract to any purchaser, bareboat charterer, lessee or other operator of the Ship.

Subject to Clause 13.3, the guarantee provided for in Clause 13.1 shall remain in full force and effect notwithstanding any such assignment, novation or transfer.

2.2	As and when so requested by the Buyer, the Builder will provide the Buyer’s financiers and permitted assignees with all such information and documentation as they may reasonably request without depriving the Builder of its rights and interest under this Contract.

2.3	The Builder shall not assign or novate or transfer, or purport to assign or novate or transfer, any of its rights or obligations under this Contract save that the Builder may assign its rights hereunder to its financiers for the Builder’s pre-delivery construction financing of the Ship.

3.	PARTIAL ILLEGALITY

3.1

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4.	CONFIDENTIALITY

4.1	After the date of this Contract, the parties will agree the terms and publication date(s) of press announcements in relation to the construction of the Ship.

4.2	Save as provided in Clause 4.1, the parties shall treat as confidential and use all reasonable efforts to ensure that their respective agents, officers, employees, workmen, subcontractors, and other representatives treat as confidential, the provisions of this Contract provided that :

(i)

each party may, with the prior written consent of the other, disclose to any third party information relating to the matters referred to in this Clause 4.2; and

(ii)

5.	AMENDMENTS

5.1	No amendment, modification, supplement or other variation of this Contract, the Plans or the Specification shall be of any effect unless made in writing and signed by the Builder and the Buyer or their respective duly authorised representatives.

6.	NO WAIVER

6.1

6.2	The respective rights, powers and remedies conferred on the parties by this Contract are cumulative and (save where the contrary is expressly stated) are in addition to (and not exclusive of) any rights, powers and remedies provided by law.

7.	CONSENTS

7.1	Subject to Clause 1.6 in Article 2, where any matter:

(i)

(ii)

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8.	LANGUAGE

8.1	The official text of this Contract (and all plans, drawings, test and work schedules, reports, protocols, certificates, instruction booklets, notices, communications and other materials or documents to be drawn up, developed or supplied under this Contract) shall be in the English language.

9.	MODELS

9.1	The Builder shall build and supply free of charge to the Buyer (and place on board the Ship at or before delivery) the models of the Ship described in section G6.2 of the Specification.

10.	COUNTERPARTS

10.1	This Contract may be executed in up to three (3) counterparts each of which when dated and signed by (or on behalf of) both parties shall be an original, but all counterparts together shall constitute one and the same instrument.

11.	EFFECTIVE DATE

11.1	This Contract shall not have any legal effect whatsoever until the time on the date (the “ Effective Date ”) when all of the following conditions have been satisfied:

(viii)

each party shall have received an original counterpart of this Contract, duly signed by the other party;

(ix)

(x)

(vi)

(vii)

each party shall have (a) irrevocably appointed a process agent in London and (b) notified the other party in writing of the name and address of such agent.

11.2	If this Contract has not come into effect by 4pm (Papenburg time) on 5 November 2010 either party may, by written notice given to the other within ten (10) days thereafter, cancel this Contract.

11.3	In the event of the exercise by either party of its right to cancel this Contract under Clause 11.2, this Contract shall, with effect from such cancellation, be null and void without any liability whatsoever on the part of either party.

11.4	Notwithstanding any provision to the contrary in this Contract, the Buyer shall not be obliged to make any payment to the Builder hereunder until such time as all of the conditions set out in Clause 11.1 have been fulfilled or expressly waived in writing by both parties.

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12.	PROTECTED PARTIES

12.1	Any of the protected parties may enforce the terms of any provision of this Contract which purports to confer any rights on them, subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999.

12.2	The Builder and the Buyer may at any time, by agreement between them, rescind this Contract or vary it without the consent of the protected parties.

12.3	If any protected party becomes entitled to bring a claim against the Builder under or in respect of this Contract, the Buyer shall bring such claim against the Builder on behalf of the relevant protected party.

12.4	If any claim is made against the Builder by the Buyer on behalf of a protected party under Clause 12.3, the Builder shall only have available to it by way of defence any matter that would have been available to it by way of defence if the relevant protected party had been a party to this Contract.

12.5	Save as provided above the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded.

13.	GUARANTEE

13.1

13.2

13.3	With the prior written approval of the Builder (which is not to be unreasonably withheld) NCLC may at any time be replaced as guarantor under this Contract by any person(s) inside or outside the NCL Group of at least comparable financial standing.

14.	FAIR DEALING AND BUSINESS STANDARDS

14.1

14.2	Each party, in performing its obligations under this Contract, shall maintain appropriate business standards, procedures, precautions and controls, including those necessary to avoid any real or apparent impropriety or adverse impact on the interests of the other party.

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14.3

14.4

14.5

15.	PERMITTED SISTERSHIP CHANGES

15.1	The Builder agrees that, without giving rise to any increase in the Contract Price or any other charge to the Buyer, or to any AOMs, the Buyer may make the changes referred to in this Clause 15 in relation to the Ship as compared with the Builder’s hull number S. 678 (the “ First Ship ”).

15.2	In the passenger public rooms of the Ship, the general arrangement, the layout and the function will be the same as for the First Ship. However, the Buyer may make like for like changes to materials and colours.

15.3	The same carpet design will be used. However, the Buyer may make like for like changes to colours.

15.4	In passenger cabins the Buyer may make like for like changes to durable materials (such as laminates).

15.5	The Buyer may change area names and signage as it relates to each area.

15.6	The Buyer may change the artwork concept throughout the Ship.

15.7	The Buyer may make changes to Buyer’s Supplies for the Ship so long as the changes do not result in the Builder exceeding its original budget for mounting and installation of the relevant Buyer’s Supplies.

15.8	Each of the choices and changes referred to in Clauses 15.2 to 15.7 above will be presented to the Builder within 365 days after the date agreed for presentation of the corresponding choice under the contract for the First Ship.

15.9

In this Clause 15 the expression “like for like” means that the same supplier must be used as for the First Ship provided that if a supplier should become unavailable or unacceptable for business or technical reasons: (i) the Preface of the List of Suppliers (Appendix 2 to the Specification) shall apply to the choice of the replacement suppliers for the components mentioned in such List; and (ii) for all other components the Builder will propose replacement suppliers for approval by the Buyer under Article 1, Clause 5.4 of this Contract.

(End of Article 14)

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SCHEDULE 1

1.	DEFINITION OF CERTAIN TERMS

1.1	In this Contract: