Exhibit 10.1

[*]: 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 1 JUNE 2012

PRIDE OF AMERICA SHIP HOLDING, LLC

(formerly known as Pride of America Ship Holding, Inc.)

(as borrower)

NCL CORPORATION LTD.

(as guarantor)

NCL AMERICA HOLDINGS, LLC

(formerly known as NCL America Holdings, Inc.)

(as shareholder)

NCL (BAHAMAS) LTD.

(as sub-agent)

HSBC BANK PLC

(as agent)

THE SEVERAL BANKS

(particulars of which are set out in Schedule 1)

(as lenders)

COMMERZBANK AKTIENGESELLSCHAFT

(as Hermes agent)

HSBC BANK PLC

(as trustee)

TWELFTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)

SECURED LOAN AGREEMENT

dated 4 April 2003 (as previously amended and/or restated)

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

now named “PRIDE OF AMERICA”

CONTENTS

TWELFTH SUPPLEMENTAL DEED

DATED 1 JUNE 2012

BETWEEN:

WHEREAS :

NOW THIS DEED WITNESSES as follows:

“Fourth 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 3.2;

“Guarantee” means the Original Guarantee as amended and restated by this Deed and as set out in Schedule 3;

“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 The St Botolph Building, 138 Houndsditch, London EC3A 7AR;

“Sky Vessel Purchase Price Terms” means the terms on which the Sky Vessel Purchase Price (and interest thereon and other fees, costs and expenses) will be payable by [*] to the Sky Vessel Seller for the Sky Vessel as reflected by the agreement referred to in Clause 3.1.3; and

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“Total Sky Vessel and Breakaway 3 Prepayment Amount” means [*].

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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, the amendment to the Mortgage and any other document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and

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PROVIDED THAT no Event of Default has occurred and is continuing on the Fourth Restatement 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.

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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;

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Each of the Borrower, the Guarantor, the Shareholder and the Sub-Agent 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.

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.

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

(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.

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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.

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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.

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Schedule 2

Loan Agreement

DATED 4 APRIL 2003

PRIDE OF AMERICA SHIP HOLDING, LLC

(formerly known as Pride of America Ship Holding, Inc.)

(as borrower)

COMMERZBANK AKTIENGESELLSCHAFT

Hamburg Branch

HSBC BANK PLC

(as arrangers)

COMMERZBANK AKTIENGESELLSCHAFT

Bremen Branch

HSBC BANK PLC

KFW

(as lenders)

HSBC BANK PLC

(as agent)

COMMERZBANK AKTIENGESELLSCHAFT

(as Hermes agent)

HSBC BANK PLC

(as trustee)

SECURED LOAN AGREEMENT

for the equivalent amount in United States Dollars

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

(tbn “PRIDE OF AMERICA”)

AS AMENDED AND RESTATED PURSUANT TO

THIS LOAN AGREEMENT is made the 4 day of April 2003 (as amended and restated pursuant to a supplemental deed dated                  2012)

BETWEEN :

WHEREAS :

The Arrangers have agreed on the terms and subject to the conditions set out in this Agreement to arrange a loan in the Equivalent Amount of up to two hundred and fifty eight million Euro (€258,000,000), subject to Clause 2.5, to be made by the Lenders to the Borrower to part-finance (among other things) the completion by the Builder of the Vessel for the Contract Price.

NOW IT IS HEREBY AGREED as follows:

In this Agreement:

“Account Charge” means a [*] such charge to be in the form and on the terms and conditions agreed between the [*] on the date of the Ninth Supplemental Deed;

“Account Holder” means [*], a bank acceptable to the Majority Cash Sweep Lenders;

“Agency and Trust Deed” means the deed dated 4 April 2003 entered into by the Lenders, the Agent, the Hermes Agent, the Trustee, the Commercial Loan Lenders, the Commercial Loan Agent and the Commercial Loan Trustee whereby the Agent and the Hermes Agent will be appointed as agents of the Lenders, the Commercial Loan Agent will be appointed as agent of the Commercial Loan Lenders and the Trustee and the Commercial Loan Trustee will be appointed as trustees for the Agent, the Hermes Agent, the Lenders, the Commercial Loan Agent and the Commercial Loan Lenders;

“Agreement” means this agreement;

“Amendment Document” means, in respect of a NCLC Group Credit Facility other than the Loan, the supplemental deed to the facility agreement and, if applicable, the guarantee of the Guarantor with similar content to the Ninth Supplemental Deed;

“Apollo” means the Fund and any Fund Affiliate;

“Apollo-Related Transactions” means the transactions described in Schedule 9;

“Apollo Transaction Documents” means the Subscription Agreement, the Shareholders’ Agreement and the Reimbursement Agreement;

“Applicable Interest Rate” means, until (but excluding) the Conversion Date, the applicable Floating Interest Rate and, thereafter:

in each case subject to Clause 5.11 and Clause 6;

“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:

“Arrasas” means Arrasas Limited of International House, Castle Hill, Victoria Road, Douglas, Isle of Man IM2 4RB, British Isles;

“Associated Company” in relation to any company, means any company which is a Subsidiary or Holding Company of that company or the majority of whose shares are beneficially owned by the same person or persons as own the majority of the shares of that company;

“Breakaway 3” means the newbuild cruise vessel to be constructed pursuant to the relevant Breakaway Building Contract and having not more than [*] berths than a New Vessel;

“Breakaway 4” means the newbuild cruise vessel to be constructed pursuant to the relevant Breakaway Building Contract and having not more than [*] berths than a New Vessel;

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“Breakaway 4 Option” means the option to be given by a builder to the Guarantor (or the relevant member of the NCLC Group) to enter into the Breakaway Building Contract in respect of Breakaway 4;

“Breakaway Builder” means Meyer Werft GmbH of Industriegebiet Süd, 26871 Papenburg, Federal Republic of Germany, the shipbuilder constructing the New Vessels;

“Breakaway Building Contracts” means, in respect of Breakaway 3, the shipbuilding contract to be made on or after the Third Restatement Date between a builder and a member of the NCLC Group for the construction and delivery of Breakaway 3 and, in respect of Breakaway 4, the shipbuilding contract to be made pursuant to the Breakaway 4 Option, conditional upon the making of the Total Breakaway 4 Prepayment Amount, on or after the Third Restatement Date between a builder and a member of the NCLC Group for the construction and delivery of Breakaway 4;

“Builder” means Lloyd Werft Bremerhaven GmbH (in receivership) of Brückenstrasse 25, P O Box 120542, 27519 Bremerhaven, Federal Republic of Germany, the shipbuilder completing the Vessel pursuant to the Building Contract;

“Building Contract” means the amended and restated shipbuilding contract dated as of 5 February 2003 between the Borrower and the Builder (being an amendment and restatement of the shipbuilding contract dated 28 December 2000 between NCLL and the Builder as novated by a contract dated 5 February 2003 between NCLL, the Borrower and the Builder) as amended by a first addendum thereto dated 7 March 2003, a second addendum thereto dated 14 March 2003, a third addendum thereto dated 1 July 2004, a fourth addendum thereto dated 13 May 2005 and a fifth addendum thereto dated 7 June 2005 for the completion and redelivery of the Vessel and Specification No 4-00910 dated 5 February 2003;

“Building Contract, Refund Guarantee and Performance Guarantees Assignment” means the valid and effective first legal assignment of the benefit of the Building Contract, the Refund Guarantee and the Performance Guarantees executed by the Borrower in favour of the Trustee (together with the notices and acknowledgements thereof) on 22 April 2003, such assignment, notices and acknowledgements being in the form and on the terms and conditions required by the Agent and agreed on the signing of the Original Loan Agreement and as specified in paragraph 32 of Schedule 4;

“Business Day” means any day on which, in a country where any act or thing is required to be done hereunder or under the Building Contract, in the case of any payment to be made to the Builder thereunder, banks and financial markets and, if applicable, TARGET are open for the transaction of business of the nature contemplated by this Agreement;

“Cash Sweep Bank Account” means [*];

“Cash Sweep Credit Facilities” means the NCLC Group Credit Facilities other than the [*];

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“Cash Sweep Determination Date” means [*];

“Cash Sweep Lenders” means the lenders of the Cash Sweep Credit Facilities;

“Cash Sweep Payment Date” means [*];

“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 for the time being of that company;

“Charge” means the charge over the Shares to be given by the Shareholder as holder (legally and beneficially) of the Shares to the Trustee pursuant to the Charge Option;

“Charge Option” means the option to take the Charge to be given by the Shareholder to the Trustee on or before the Effective Date (as such term is defined in the third supplemental deed to this Agreement), such option and the Charge being in the form and on the terms and conditions required by the Agent and the Hermes Agent;

“Commercial Loan” means the loan in the Equivalent Amount (as defined in the Commercial Loan Agreement) of up to forty million Euro (€40,000,000) to be made by the Commercial Loan Lenders to the Borrower pursuant to the Commercial Loan Agreement;

“Commercial Loan Agent” means HSBC Bank plc of 8 Canada Square, London E14 5HQ as agent for the Commercial Loan Lenders;

“Commercial Loan Agreement” means the loan agreement dated 4 April 2003 and to be amended and restated by a first supplemental agreed thereto dated 20 April 2004 between, among others, the Borrower, the Commercial Loan Lenders, the Commercial Loan Agent and the Commercial Loan Trustee in respect of the Commercial Loan;

“Commercial Loan Lenders” means Commerzbank Aktiengesellschaft, Bremen Branch, HSBC Bank plc and KfW (formerly known as Kreditanstalt für Wiederaufbau);

“Commercial Loan Security Documents” means the Security Documents (as defined in the Commercial Loan Agreement);

“Commercial Loan Trustee” means HSBC Bank plc of 8 Canada Square, London E14 5HQ as trustee for the Commercial Loan Lenders;

“Commitment” means, as to each Lender, the sum set out opposite its name in Schedule 2 as the amount which, subject to the terms of this Agreement, it is obliged to advance to the Borrower under Clause 2 (or, where the context so admits, such amount which any successor in title, assignee or transferee (including any Transferee) of any Lender shall be obliged to advance to the Borrower under Clause 2, following the assumption of all or any portion of such liability from any Lender hereunder) in each case as such amount may be reduced, cancelled or terminated under this Agreement;

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“Commitment Period” means the period beginning on 4 April 2003 and ending on the date on which the Facility is drawn down in full or cancelled hereunder;

“Completion Period” means the period beginning on 4 April 2003 and ending on the Redelivery Date;

“Compulsory Acquisition” means requisition for title or other compulsory acquisition of the Vessel including its 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;

“Confidentiality Undertaking” means the undertaking to be entered into relating to the release of financial information pertaining to the Group by the Agent, the Trustee or any Lender to a potential transferee or assignee such undertaking to be in the form of Schedule 5;

“Construction Risks Insurance Assignment” means the valid and effective first priority assignment of the Insurances (together with the notice thereof), executed by the Builder in respect of the Vessel in favour of the Trustee on 22 April 2003, such assignment and notice being in the form and on the terms and conditions required by the Agent and the Hermes Agent and agreed on the signing of the Original Loan Agreement and as specified in paragraph 33 of Schedule 4;

“Contract Price” means [*] being the price agreed between the Builder and the Borrower for the completion of the Vessel under clause 11.1 of the Building Contract;

“Contribution” means as to each Lender the sum set out opposite its name in Schedule 2 as the amount which it is obliged to advance to the Borrower under Clause 2 or, as the case may be, the portion of such sum so advanced and for the time being outstanding;

“Conversion” means the conversion of the method of calculating interest from the Floating Interest Rate to the Fixed Rate;

“Conversion Date” has the meaning ascribed to that term in Clause 5.3.2;

“Co-ordination Deed” means the deed dated 4 April 2003 made between the Trustee, the Agent, the Commercial Loan Trustee, the Commercial Loan Agent and the Borrower in relation to certain of the Security Documents and the Commercial Loan Security Documents;

“Credit Card Processor Security Documents” means:

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in each case in favour of one or more providers of credit card processing services to the NCLC Group;

“Currency Conversion Date” means a date on which the Euro Loan at that date is converted to Dollars being a Pre-Redelivery Interest Payment Date or an Interest Payment Date;

“Delayed Principal Amount” means the relevant amount set out in the fourth column of each table in Schedule 10, save that the calculation of the amount of the Margin payable from time to time in accordance with this Agreement shall be made on the relevant amount set out in the fourth column of the table in Schedule 11, in each case as reduced to reflect any prepayments applied towards the Delayed Principal Amount;

“ Disclosure Letter ” means the letter so designated given by the Borrower and acknowledged by the Agent (acting on the instructions of the Lenders) on the date of the First Supplemental Agreement;

“Document of Compliance” means a document issued to the Vessel operator as evidence of its compliance with the requirements of the ISM Code;

“Dollar Loan” means the aggregate amount of the Portions or any part thereof denominated in Dollars or (as the context may require) the amount thereof for the time being drawn down and/or denominated in Dollars and outstanding hereunder;

“Dollars” and “USD” means the lawful currency of the United States of America;

“Drawdown Date” means a date being a Business Day on which a part of a Portion is drawn down pursuant to Clause 2.3;

“Drawdown Notice” means any of the notices to be given by the Borrower to the Agent pursuant to Clause 2.3.1;

“Earnings” means, in respect of the Vessel, (whether earned or to be earned) any and all freights, hire and passage monies, proceeds of requisition (other than proceeds of Compulsory Acquisition), rebates and commissions, all earnings deriving from contracts of affreightment, pooling agreements, 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, any sums payable or repayable by the Builder under the Building Contract, any reduction in the Hermes Premium repaid by Hermes to the Borrower and any other earnings whatsoever due or to become due to the Borrower;

“Earnings Assignment” means the valid and effective first legal assignment of the Earnings (together with the notice thereof and the acknowledgement), executed by the Borrower in respect of the Vessel in favour of the Trustee and the

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Commercial Loan Trustee on 22 April 2003, such assignment, notice and acknowledgement being in the form and on the terms and conditions required by the Agent, the Hermes Agent and the Commercial Loan Agent and agreed on the signing of the Original Loan Agreement and as specified in paragraph 31 of Schedule 4;

“Eighth Supplemental Deed” means the eighth supplemental deed dated 21 December 2007 to this Agreement;

“Election Date” has the meaning ascribed to that term in Clause 5.3.2;

“Eleventh Supplemental Deed” means the eleventh supplemental deed dated 18 November 2010 to this Agreement;

“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 (i) each amount payable in Euro by the Borrower to the Builder under the Building Contract or payable to the Borrower in reimbursement of the Hermes Premium and to be drawn down hereunder in Dollars or (ii) the Euro Loan on a Currency Conversion Date, in each case determined at HSBC Bank plc’s spot rate for conversion of Dollars to Euro at 10.00 a.m. London time two (2) Business Days prior to the relevant Drawdown Date or the relevant Currency Conversion Date (as the case may be);

“EURIBOR” means with respect to any Pre-Delivery Interest Period or Interest Period and with respect to the Euro Loan the rate of interest (expressed as an annual rate) determined by the Agent to be:

or (if the said Reuters screen is discontinued or if the Agent is unable to make the said determination due to technical breakdown in the relevant system or the Pre-Delivery Interest Period or Interest Period is less than one (1) week)

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“EURIBOR FBE” means the Banking Federation of the European Union;

“euro” and “€” means the lawful currency of the Federal Republic of Germany;

“Euro Loan” means the aggregate amount of the Portions or any part thereof denominated in Euro or (as the context may require) the amount thereof for the time being drawn down and outstanding hereunder;

“Euro Reference Banks” means Commerzbank Aktiengesellschaft, KfW IPEX-Bank GmbH and Norddeutsche Landesbank Girozentrale

“Event of Default” means any of the events specified in Clause 11;

“F3 Two Vessel” means the cruise vessel with hull no. D33 at the yard of STX France Cruise S.A. (formerly known as Aker Yards S.A.), specification hull no. PB6847 [.07 rev A] to be named “NORWEGIAN EPIC” and to be owned by Norwegian Epic, Ltd. (formerly known as F3 Two, Ltd.);

“Facility” means the loan facility granted hereunder being in the Equivalent Amount (in aggregate) of up to two hundred and fifty eight million Euro (€258,000,000), subject to Clause 2.5;

“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 Drawdown Date” means the date on which Tranche 1 and Portion 2 or part thereof is drawn down and applied in accordance with Clause 2.2.1 and Clause 2.2.2;

“First Pre-Redelivery Mortgage” means the first priority abstract acknowledgement of debt and mortgage (“ Abstraktes Schuldversprechen und Schiffshypothekenbestellungsurkunde ”) and part submission (“ Unterwerfung unter die sofortige Zwangsvollstreckung ”) dated 17 April 2003, granted by the Borrower over the Vessel in favour of the Trustee as security pursuant hereto during the Completion Period, such abstract, mortgage and submission being in the form and on the terms and conditions required by the Agent and the Hermes Agent and agreed on the signing of the Original Loan Agreement and as specified in paragraph 30 of Schedule 4;

“First Supplemental Agreement” means the first supplemental agreement dated 20 April 2004 to the Original Loan Agreement;

“Fixed Rate” means:

payable, subject to Clause 5.8, on each Interest Payment Date during the Fixed Rate Period;

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“Fixed Rate Period” means the period starting on (and including) the Conversion Date and ending on the final Repayment Date;

“Floating Interest Rate” means for each Pre-Redelivery Period and Interest Period selected pursuant to Clause 5.3.1 the aggregate of LIBOR or EURIBOR (as the case may be) and the Margin;

“Force Majeure” means, in relation to the Agent, the Hermes Agent, the Trustee or any Lender, any event or circumstance which is beyond the reasonable control of such party, which cannot be foreseen or if foreseeable which is unavoidable, which occurs after the date of this Agreement and which prevents that party from performing any of its obligations under 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 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 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;

“Fourth Restatement Date” has the meaning set out in the Twelfth Supplemental Deed;

“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;

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“Fund Affiliate” means the Investors and (i) each other Affiliate (as defined in Schedule 9) 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 (ii) 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 Star and its Subsidiaries;

“Group-Wide Lenders” means the lenders of the NCLC Group Credit Facilities;

“Guarantee” means the guarantee executed by the Guarantor in favour of the Trustee and the Commercial Loan Trustee on the Restatement Date, such guarantee to be in the form and on the terms and conditions required by the Agent, the Hermes Agent and the Commercial Loan Agent and agreed on the date of the First Supplemental Agreement;

“Guaranteed Loan Lenders” means the lenders of the EUR308,130,000 facility made to Pride of Hawaii, LLC (formerly known as Pride of Hawaii, Inc.) 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 Commercial Loan and the Loan;

“Guarantor” means NCL Corporation Ltd. of Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM 11, Bermuda and with its principal place of business at 7665 Corporate Center Drive, Miami, Florida 33126, United States of America;

“Hermes” means Euler Hermes Deutschland AG of 22746 Hamburg, Federal Republic of Germany;

“Hermes Cover” means the guarantee from the Federal Republic of Germany acting through Hermes for the period of the transaction in the amount and on the terms and conditions required by the Lenders;

“Hermes Premium” means the amount payable by the Borrower to Hermes through the Hermes Agent in respect of the Hermes Cover;

“Hermes Vessel Owner Second Guarantees” means the three (3) joint and several guarantees (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 such guarantees to be in the form and on the terms and conditions agreed between the Lenders and the Guarantor on the date of the Ninth Supplemental Deed;

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“Hermes Vessel Owner Third Guarantees” means the three (3) joint and several guarantees (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 (formerly known as Pride of Hawaii, Inc.) and the Vessel owned by the Borrower;

“Holding Company” has the meaning defined in the Companies Act 1985, Section 736 as substituted by the Companies Act 1989, Section 144;

“Hull No [*]” means hull no [*] at the yard of the Breakaway Builder which, upon construction as a cruise vessel with approximately [*] berths, is to be delivered to Breakaway One, Ltd. and named “NORWEGIAN BREAKAWAY”;

“Hull No [*]” means hull no [*] at the yard of the Breakaway Builder which, upon construction as a cruise vessel with approximately [*] berths, is to be delivered to Breakaway Two, Ltd. and named “NORWEGIAN GETAWAY”;

“ IOL ” means Inter-Ocean Limited of International House, Castle Hill, Victoria Road, Douglas, Isle of Man IM2 4RB, British Isles;

“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;

“Incident” means the incident which occurred during the night of 13/14 January 2004 when the Vessel went aground at the Builder’s pier;

“Indebtedness for Borrowed Money” means Financial Indebtedness (whether present or future, actual or contingent, long-term or short-term, secured or unsecured) in respect of:

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PROVIDED THAT the following shall not constitute Indebtedness for Borrowed Money:

“Instalment” means the amount of principal of the Loan repayable on a Repayment Date in accordance with Clause 3;

“Insurance Assignment” means the valid and effective first legal assignment of the Insurances (together with the notice thereof), to be executed by the Borrower in respect of the Vessel in favour of the Trustee and the Commercial Loan Trustee, such assignment and notice to be in the form and on the terms and conditions required by the Agent, the Hermes Agent and the Commercial Loan Agent and agreed on the signing of the Original Loan Agreement and as specified in paragraph 47 of Schedule 4;

“Insurance Proceeds Account Charge” means the charge dated 25 June 2004 over the account of Mr Wolfgang van Betteray Dipl.-Kfm., the custodian (Sachwalter) of the Builder (in insolvency) with Commerzbank Aktiengesellschaft, Bremen Branch into which the proceeds of the Insurances in respect of the Incident will be paid, given by the said Mr Wolfgang van Betteray Dipl.-Kfm. in favour of the Trustee, such charge being in the form and on the terms and conditions required by the Agent and the Hermes Agent;

“Insurance Settlement Agreement” means the agreement dated 25 June 2004 between Basler Securitas Versicherungs-Aktiengesellschaft (for itself and as leading underwriter in the name of and on the account of the co-insurers of the Vessel), the Builder and the Borrower in relation to the proceeds of the Insurances in respect of the Incident;

“Insurances” means all policies and contracts of insurance (including construction risks insurance under the Building Contract) and entries of the Vessel in a protection and indemnity or war risks association which are effected in respect of the Vessel, its 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;

“Interest Exchange Arrangement” means such interest rate arrangements as a Lender shall deem necessary to make in respect of its Contribution in order to offer the Fixed Rate to the Borrower;

“Interest Payment Date” means the last day of each Interest Period and each Repayment Date occurring during an Interest Period or the Fixed Rate Period;

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“Interest Period” means each period ascertained in accordance with Clause 5.3 or Clause 5.12 other than a Pre-Redelivery Interest Period;

“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;

“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:

in each case in favour of the provider of a Letter of Credit Facility;

“LIBOR” means with respect to any Pre-Redelivery Interest Period or Interest Period and with respect to the Dollar Loan the rate of interest (expressed as an annual rate) determined by the Agent to be:

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 Pre-Redelivery Interest Period or Interest Period is less than one (1) week)

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“Liquidity” means the Cash Balance (as defined in the Guarantee) plus undrawn [*];

“Loan” means the aggregate principal amount of the Dollar Loan and the Euro Loan or (as the context may require) the amount thereof for the time being drawn down and outstanding hereunder;

“Majority Cash Sweep Lenders” means Cash Sweep Lenders the aggregate of whose contributions and commitments to the Cash Sweep Credit Facilities exceed [*] of the aggregate total of the contributions and commitments of all the Cash Sweep Lenders;

“Majority Group-Wide Lenders” means Group-Wide Lenders the aggregate of whose contributions and commitments to the NCLC Group Credit Facilities exceed fifty per cent (50%) of the aggregate total of the contributions and commitments of all the Group-Wide Lenders;

“Management Agreement” means the agreement to be entered into between the Borrower and the Manager providing for the ship management and crewing services of the Vessel, such agreement to be in the form and on the terms and conditions required by the Agent;

“Management Agreement Assignment” means the valid and effective first legal assignment of the Management Agreement (together with the notice thereof and the acknowledgement), to be executed by the Borrower in favour of the Trustee and the Commercial Loan Trustee, such assignment, notice and acknowledgement to be in the form and on the terms and conditions required by the Agent, the Hermes Agent and the Commercial Loan Agent;

“Manager” means NCL America, LLC (formerly known as NCL America Inc.) of Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America, the company providing technical ship management and crewing services for the Vessel pursuant to the Management Agreement;

“Margin” means:

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“Maximum Amount of the Delayed Principal Amount” means, as at the date of the Tenth Supplemental Deed, [*];

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month save that, where any such period would otherwise end on a day which is not a Business Day, it shall end on the next Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the preceding Business Day PROVIDED THAT , if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month;

“Moratorium Period” means the period from the [*];

“Moratorium Undertakings” means the financial undertakings contained in clause 11.1.4 and clause 11.1.5 of the Guarantee;

“Mortgage” means any of the First Pre-Redelivery Mortgage, the Second Pre-Redelivery Mortgage or the Post Redelivery Mortgage;

“NCLC Fleet” means the vessels owned by the companies in the NCLC Group;

“NCLC Group” means the Guarantor and its Subsidiaries;

“NCLC Group Credit Facilities” means the [*] facility made to the Guarantor pursuant to a facility agreement dated 7 July 2004 (as amended and/or restated from time to time), 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 [*] facility made to the Guarantor pursuant to a facility agreement dated 22 December 2006 (as amended and/or restated from time to time), the [*] facility made to the Sub-Agent pursuant to a facility agreement dated 20 April 2004 (as amended and/or restated from time to time), the EUR308,130,000 facility made to Pride of Hawaii, LLC (formerly known as Pride of Hawaii, Inc.) 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 the Borrower pursuant to a facility agreement dated 4 April 2003 (as amended and/or restated from time to time), the Loan and the EUR662,905,320 facility made to Norwegian Epic, Ltd. (formerly known as F3 Two, Ltd.) pursuant to a facility agreement dated 22 September 2006 (as amended and/or restated from time to time);

“NCL International” means NCL International, Ltd. of Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM 11, Bermuda;

“NCLL” means Norwegian Cruise Line Limited of Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM 11, Bermuda;

“New Cash Equity” means [*];

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“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;

“Ninth Supplemental Deed” means the ninth supplemental deed dated 2 April 2009 to this Agreement;

“Non-Guaranteed Loan Lenders” means the lenders of the [*] facility made to the Guarantor pursuant to a facility agreement dated 7 July 2004 (as amended and/or restated from time to time), 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) and the [*] facility made to the Guarantor pursuant to a facility agreement dated 22 December 2006 (as amended and/or restated from time to time);

“Notice of Fixed Rate” means a notice in the form of Schedule 8;

“Obligors” means the Borrower, the Guarantor, the Manager, the Sub-Agent, the Supervisor, the Shareholder and any other party from time to time to any of the Security Documents excluding the Builder, Mr Wolfgang van Betteray Dipl.-Kfm., Hermes, the Arrangers, the Trustee, the Agent, the Hermes Agent, the Lenders, the Commercial Loan Trustee, the Commercial Loan Agent and the Commercial Loan Lenders;

“Office” means in respect of the Agent, the Hermes Agent, the Trustee and each Lender its office at the address set out beneath its name in Schedule 2 or such other office as it shall from time to time select and notify through the Agent to the Borrower;

“Ordinary Principal Amount” means the relevant amount set out in the second column of the table in Schedule 10, save that the calculation of the amount of the Margin payable from time to time in accordance with this Agreement shall be made on the relevant amount set out in the second column of the table in Schedule 11, in each case as reduced to reflect any prepayments applied towards the Ordinary Principal Amount;

“Original Loan Agreement” means this Agreement as executed on 4 April 2003 (prior to, inter alia, its amendment and restatement pursuant to the First Supplemental Agreement);

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“Originally Scheduled Repayments” means the amounts set out in the third column of the table in Schedule 10;

“Outstanding Indebtedness” means all sums of any kind payable actually or contingently to the Trustee, the Agent, the Hermes Agent or the Lenders under or pursuant to this Agreement or any Transaction Document (whether by way of repayment of principal payment of interest or default interest payment of any indemnity or counter indemnity reimbursement for fees, costs or expenses or otherwise howsoever);

“Performance Guarantees” means the Pre-Redelivery Guarantee and the Post Redelivery Guarantee;

“Permitted Indebtedness” means:

“Permitted Liens” means (i) any Encumbrance created by or pursuant to the Security Documents (ii) 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 (iii) the Commercial Loan Security Documents (iv) any deposits or pledges to secure the performance of bids, tenders, bonds or contracts (v) (x) any other Encumbrance notified by any of the Obligors to the Agent prior to the date on which the Ninth Supplemental Deed and the Amendment Documents have been signed by all the parties thereto (y) any Encumbrance created by or pursuant to (a) the Letter of Credit Facilities Security Documents (b) the Credit Card Processor Security Documents (c) the Hermes Vessel Owner Second Guarantees (d) the Second Mortgages (e) the Second Assignments (f) the Hermes Vessel Owner Third Guarantees (g) the Third Mortgages (h) the Third Assignments (i) the Fourth Mortgages and (j) the Fourth Assignments and (z) any other Encumbrance created over a vessel in the NCLC Fleet (other than a Hermes Vessel or the F3 Two Vessel) or its related assets in favour of any party approved by the Agent (acting on the instructions of the Lenders) (vi) subject to Clause 10.8, any Encumbrances in respect of existing Financial Indebtedness of a person which becomes a

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Subsidiary of the Guarantor or is merged with or into the Guarantor or any of its Subsidiaries (vii) liens on assets leased, acquired or upgraded after the Restatement Date or assets newly constructed or converted after the Restatement Date provided that (a) such liens secure Financial Indebtedness otherwise permitted under this Agreement (b) such liens are incurred within one (1) year following such lease, acquisition, upgrade, construction or conversion and (c) the Financial Indebtedness secured by such liens does not exceed the cost of such upgrade or the cost of such assets acquired or leased (viii) 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 (ix) subject to Clause 11.1.9, liens arising out of the existence of judgments or awards in respect of the Guarantor or any of its Subsidiaries (x) any other lien that may be created by the Guarantor from time to time in the ordinary course of business and (xi) 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 (viii) to (x) above does not exceed twenty five million Dollars (USD25,000,000) and PROVIDED FURTHER THAT any such lien as is described in paragraphs (vii) to (x) 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 13 of the Guarantee;

“Portion” means any of Portion 1, Portion 2 or Portion 3;

“Portion 1” means the aggregate principal amount of the Tranches or (as the context may require) the amount thereof for the time being drawn down and outstanding hereunder in whatever currency or currencies it is for the time being denominated;

“Portion 2” means the Equivalent Amount of up to eighty per cent (80%) of the Hermes Premium, subject to Clause 2.5, or (as the context may require) the amount thereof for the time being drawn down and outstanding hereunder in whatever currency or currencies it is for the time being denominated;

“Portion 3” means up to [*] of the Pre-Redelivery Interest or (as the context may require) the amount thereof for the time being drawn down and outstanding hereunder in whatever currency or currencies it is for the time being denominated;

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“Possible Event of Default” means any event which, with the giving of notice, passage of time or occurrence of any other event, would constitute an Event of Default;

“Post Redelivery Mortgage” means the first preferred ship mortgage to be granted by the Borrower over the Vessel and registered at the United States Coast Guard National Vessel Documentation Center in favour of the Trustee and the Commercial Loan Trustee as security pursuant hereto and to the Commercial Loan Agreement, such mortgage to be in the form and on the terms and conditions required by the Agent, the Hermes Agent and the Commercial Loan Agent and agreed on the signing of the First Supplemental Agreement and as specified in paragraph 46 of Schedule 4;

“Post Redelivery Performance Guarantee” means the irrevocable guarantee of the obligations of the Builder pursuant to clause 10 of the Building Contract to be issued by the Post Redelivery Performance Guarantor in favour of the Borrower in the maximum amount of eight million Euro (€8,000,000);

“Post Redelivery Performance Guarantor” means JWA Marine GmbH of Bremen, Federal Republic of Germany;

“Pre-Redelivery Interest Payment Date” means the last day of each Pre-Redelivery Interest Period;

“Pre-Redelivery Interest Period” means each period ascertained in accordance with Clause 5.3 or Clause 5.12 other than an Interest Period;

“Pre-Redelivery Interest” means the aggregate of the interest payable on the Loan on each Pre-Redelivery Interest Payment Date;

“Pre-Redelivery Performance Guarantee” means the irrevocable guarantee of the obligations of the Builder pursuant to the Building Contract prior to the Redelivery Date issued by the Pre-Redelivery Performance Guarantor in favour of the Borrower in the maximum amount of twenty five million Euro (€25,000,000) on 16 December 2002 as amended by a first addendum thereto dated 7 April 2003;

“Process Agent” means, in respect of any Security Documents executed prior to the date of the Ninth Supplemental Deed, 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 The St Botolph Building, 138 Houndsditch, London EC3A 7AR or any other person in England nominated by the Borrower, any other Obligor or the Builder and approved by the Agent as agent to accept service of legal proceedings on their behalf under any of the Security Documents;

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“Quotation Date” means, in relation to any Pre-Redelivery Interest Period or Interest Period, unless otherwise agreed with the Lenders and the Hermes Agent, the day on which quotations would ordinarily be given in the relevant interbank eurocurrency market for Dollar or Euro (as the case may be) deposits for delivery on the first day of that Pre-Redelivery Interest Period or Interest Period PROVIDED THAT if such quotation date is not a Business Day the quotation date shall be the preceding Business Day;

“Redelivery Date” means the date on which the Vessel is redelivered to and accepted by the Borrower pursuant to the Building Contract;

“Reference Banks” means Commerzbank Aktiengesellschaft and HSBC Bank plc;

“Refund Guarantee” means the irrevocable guarantee of the obligations of the Builder pursuant to the Building Contract issued by the Refund Guarantors in favour of the Borrower in the maximum amount of thirty million Euro (€30,000,000) on 31 March 2003;

“Refund Guarantors” means KfW (formerly known as Kreditanstalt für Wiederaufbau) of Frankfurt am Main, Federal Republic of Germany and Commerzbank Aktiengesellschaft, Bremen Branch of the Federal Republic of Germany;

“Reimbursement Agreement” means the reimbursement and distribution agreement dated 17 August 2007, by and among Investor I, Star and the Guarantor;

“Relevant Cash Sweep Amount” means the amount of a Total Cash Sweep Amount to be applied in prepayment of the Loan pursuant to Clause 4.9, [*];

“Relevant Exceptional Prepayment Amount” means the amount of a Total Exceptional Prepayment Amount to be applied in prepayment of the Loan pursuant to Clause 4.10, [*];

“Relevant Special Liquidity Sources Amount” means the amount of a Total Special Liquidity Sources Amount to be applied in prepayment of the Loan pursuant to Clause 4.9, [*];

“Repayment Dates” means from the Third Restatement Date the dates set out in the first column of the table in Schedule 10;

“Restructuring Trustee” means [*] as trustee for (directly or indirectly) (among others) the Guaranteed Loan Lenders and the Non-Guaranteed Loan Lenders;

“Restatement Date” has the same meaning as set out in the First Supplemental Agreement;

“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;

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“Reuters Page ECB37” means:

or (if Reuters Page ECB37 and the Successor Page are discontinued or if the Restructuring Trustee is unable to make the said determination due to technical breakdown in the relevant system)

“Revised Principal Amount” means the relevant amount set out in the sixth column of the table in Schedule 10, as reduced to reflect any prepayments applied towards the Revised Principal Amount;

“Revised Repayments” means the amounts set out in the fifth column of the table in Schedule 10, as reduced to reflect any prepayments applied towards the Revised Repayments;

“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;

“Same Day Funds” means Dollar funds settled through the New York Clearing House Interbank Payments System or Euro funds settled through TARGET or such other funds for payment in Dollars or Euro (as the case may be) as the Agent shall specify by notice to the Borrower as being customary at the time for the settlement of international transactions in New York or Frankfurt am Main (as the case may be) of the type contemplated by this Agreement;

“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

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Restructuring Trustee as trustee for the Guaranteed Loan Lenders such assignments and notices to be in the form and on the terms and conditions agreed between the Lenders and the Guarantor on the date of the Ninth Supplemental Deed;

“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 as security pursuant hereto such mortgages and deeds of covenants to be in the forms and on the terms and conditions agreed between the Lenders and the Guarantor on the date of the Ninth Supplemental Deed;

“Second Pre-Redelivery Mortgage” means the second priority abstract acknowledgement of debt and mortgage (“ Abstraktes Schuldversprechen und Schiffshypothekenbestellungsurkunde ”) and part submission (“ Unterwerfung unter die sofortige Zwangsvollstreckung ”) to be granted by the Borrower over the Vessel in favour of the Trustee as security pursuant hereto during the Completion Period, such abstract, mortgage and submission being in the form and on the terms and conditions required by the Agent and the Hermes Agent and agreed on the date of the First Supplemental Agreement;

“Second Priority Security Co-ordination Deeds” means (i) the deed to be made between (among others) the Trustee (as trustee for the Lenders, as first mortgagees of the Vessel), the Restructuring Trustee (as trustee for the Guaranteed Loan Lenders other than the Lenders, as second mortgagees of the Vessel) and the Borrower in relation to the Hermes Vessel Owner Second Guarantee, Second Mortgage and Second Assignment in respect of the Vessel and (ii) the two (2) deeds to be made between (among others) HSBC Bank plc (as trustee for the relevant Guaranteed Loan Lenders other than the Lenders, as first mortgagees of the relevant Hermes Vessel), the Restructuring Trustee (as trustee for the Guaranteed Loan Lenders other than the first mortgagees of the relevant Hermes Vessel, as second mortgagees of the Hermes Vessel), the Trustee and the Borrower in relation to the Hermes Vessel Owner Second Guarantees, Second Mortgages and Second Assignments in respect of the Hermes Vessels other than the Vessel 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 deeds on the date of the Ninth Supplemental Deed;

“Security Documents” means this Agreement which includes any supplemental agreement or deed thereto, the Guarantee, the Hermes Cover, the Building Contract, Refund Guarantee and Performance Guarantees Assignment, the Construction Risks Insurance Assignment, the Supervision Agreement Assignment, the Management Agreement Assignment, the Mortgage, the Charge Option, the Charge, the Earnings Assignment, the Insurance Assignment, the Account Charge, the Hermes Vessel Owner Second Guarantees, the Second Mortgages, the Second Assignments, the Second Priority Security Co-ordination Deeds, the Third Priority Security Co-ordination Deed, the Fourth Priority Security Co-ordination Deeds and all such other documents as may be executed at any time in favour of (among others) the Trustee, the Hermes Agent, the Restructuring Trustee and/or any of the Lenders as security for the obligations of the Borrower, the other Obligors and the Builder whether executed pursuant to the express provisions of this Agreement or otherwise howsoever;

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“Security Period” means the period beginning on the First 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;

“Shareholder” means NCL America Holdings, LLC (formerly known as NCL America Holdings, Inc.) of Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America;

“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;

“Shares” means the one thousand (1,000) authorised and issued shares of common stock in the Borrower legally and beneficially owned by the Shareholder;

“Sky Vessel” [*] presently owned by the Sky Vessel Seller and registered in the Sky Vessel Seller’s name under the laws and flag of the Commonwealth of the Bahamas;

“Sky Vessel Indebtedness” means the financing arrangements in relation to the acquisition of the Sky Vessel on the Sky Vessel Purchase Price Terms;

“Sky Vessel MOA” means the sale and purchase agreement or memorandum of agreement made or to be made between the Sky Vessel Seller and Norwegian Sky, Ltd. or another member of the NCLC Group pursuant to which the Sky Vessel will be sold by the Sky Vessel Seller to Norwegian Sky, Ltd. or another member of the NCLC Group for the Sky Vessel Purchase Price on the Sky Vessel Purchase Price Terms;

“Sky Vessel Purchase Price” means an amount of up to [*];

“Sky Vessel Purchase Price Terms” means the terms on which the Sky Vessel Purchase Price (and interest thereon and other fees, costs and expenses) will be payable by Norwegian Sky, Ltd. or another member of the NCLC Group to the Sky Vessel Seller for the Sky Vessel as reflected by the agreement referred to in clause 3.1.3 of the Twelfth Supplemental Deed;

“Sky Vessel Seller” means [*];