Exhibit
10.5


 


	To:	Export Finance
	 	Commercial Support & Loan Implementation
	 	ACI: CHC02C1
	 	37 place du Marché Saint Honoré
	 	75001 Paris
	 	France
	 	Attention: Thierry Anezo / Fatima Khalloufi
	 	 
	 	(as agent for the Lenders (as defined below))
	 	(the "Agent")
	 	 
	 	and
	 	 
	 	BNP Paribas
	 	16 boulevard des Italiens
	 	75009 Paris
	 	France
	 	 
	 	Crédit Agricole Corporate and Investment Bank
	 	9 quai du Président Paul Doumer
	 	92920 Paris La Défense Cedex
	 	France
	 	 
	 	HSBC France
	 	103 avenue des Champs Elysées
	 	75419 Paris
	 	Cedex 08
	 	France
	 	 
	 	Société Générale
	 	29 boulevard Haussmann
	 	75009 Paris
	 	France
	 	 
	 	(together the "Lenders")


 


27 November 2015


 


Dear Sirs


 


We refer to:


 


		1	the loan facility agreement dated 22 September 2006 (as amended and/or restated from time to time)
made between (among others) (1) Norwegian Epic, Ltd. (formerly known as F3 Two, Ltd.) as borrower (the "Borrower"),
(2) the Lenders and (3) the Agent on the terms and subject to the conditions of which the Lenders agreed to make available to the
Borrower their participations in a loan facility of up to six hundred and sixty two million nine hundred and five thousand three
hundred and twenty Euro (EUR662,905,320) (the "Loan Agreement"); and



 


		2	the guarantee and indemnity dated 6 October 2006 (as amended and/or restated from time to time)
granted by NCL Corporation Ltd. (the "Guarantor") in favour of



 




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each of the
Lenders and the Agent in respect of the Borrower's obligations under the Loan Agreement (the "Guarantee").


 


Unless the context otherwise requires,
terms and expressions not defined in this Letter but whose meanings are defined in the Loan Agreement shall have the meanings set
out in the Loan Agreement.


 


We hereby request that you sign the Agreement
and Acknowledgement to this Letter. With effect from that time it shall be agreed between us that:


 


		(a)	the Loan Agreement shall be amended as follows:



 


		(i)	the following definitions shall be inserted at clause 1.1 (Definitions):



 


""Anti-Corruption
Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower, each other Obligor or the
Subsidiaries from time to time concerning or relating to bribery or corruption.";


 


""Person"
shall mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability
company or government, individual or family trusts, or any agency or political subdivision thereof.";


 


""Sanctioned
Country" means, at any time, a country or territory which is itself the subject or target of any Sanctions.";


 


""Sanctioned
Person" means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the
Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations
Security Council, the European Union or any European Union member state, (b) any Person operating, organized or resident in a Sanctioned
Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).";
and


 


""Sanctions"
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
of State or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s
Treasury of the United Kingdom.";


 


		(ii)	the following definitions at clause 1.1 (Definitions) shall be deleted:



 


"Group-Wide
Lenders";


 


"Majority
Group-Wide Lenders"; and


 


"Steering
Committee";


 


		(iii)	clause 8.6 (Taxes, Increased Costs, Costs And Related Charges) shall be deleted;



 




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		(iv)	a new clause 9.2.16 shall be inserted as follows:



 


		"9.2.16	Sanctions



 


The Borrower
and each other Obligor has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower,
each other Obligor and the Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws
and applicable Sanctions, and the Borrower, each other Obligor, the Subsidiaries and their respective officers and employees and
to the knowledge of the Borrower their directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions
in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower
or another Obligor being designated as a Sanctioned Person. None of (a) the Borrower, any other Obligor, any Subsidiary or any
of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower, another
Obligor or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established by this
Agreement, is a Sanctioned Person. No borrowing, use of proceeds or other transaction contemplated by this Agreement will violate
any Anti-Corruption Law or applicable Sanctions.";


 


		(v)	in lines two and three of clause 10.2.1 (Information) the words "its unaudited accounts
for that year and a Certified Copy of" shall be deleted;



 


		(vi)	new clauses 10.12.6, 10.12.7 and 10.12.8 shall be inserted under clause 10.12.5 (Pooling
of earnings and charters) as follows:



 


		"10.12.6	any charter other than in the usual course of
business of the Borrower; or



 


		10.12.7	any charter directly or indirectly to another cruise line; or



 


		10.12.8	any charter for a period longer than two (2) months,"



 


and the current
clauses 10.12.6 and 10.12.7 shall be renumbered as 10.12.9 and 10.12.10 respectively;


 


		(vii)	clause 30 (Steering Committee) shall be deleted; and



 




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		(viii)	in clause 27 (Notices), the words:



 


"Structured Finance/Export Finance

ACI: CHA01A1

21 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"


 


shall be amended to read:


 


"Export Finance

Commercial Support & Loan Implementation

ACI: CHC02C1

37 Place du Marché Saint Honoré

75001 Paris


France


Facsimile:
+33 1 4316 8184/+33 1 4298 0029


Attention: Thierry Anezo
/ Fatima Khalloufi"


 


		(b)	the Guarantee shall be amended as follows:



 


		(i)	the following definitions at clause 1.1 (Definitions and Construction) shall be deleted:



 


"Cash
Sweep Lenders";


 


"Cash
Sweep Determination Date";


 


"Cash
Sweep Payment Date";


 


"Liquidity";


 


"Special
Liquidity Sources";


 


"Special
Liquidity Sources Determination Date";


 


"Special
Liquidity Sources Payment Date";


 


"Total
Cash Sweep Amount";


 


"Total
Exceptional Prepayment Amount"; and


 


"Total
Special Liquidity Sources Amount";


 


		(ii)	the following clauses shall be deleted:



 


		(A)	9.2.8, 9.2.9, 9.2.10 and 9.2.11 (General Undertakings: Positive Covenants);



 


		(B)	10.3 (General Undertakings: Negative Covenants);



 


		(C)	12 (Special Liquidity);



 




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		(D)	13 (Chartering); and



 


		(E)	15 (Exceptional Prepayments);



 


		(iii)	a new clause 8.2.15 shall be inserted as follows:



 


		"8.2.15	the Guarantor and each other Obligor
has implemented and maintains in effect policies and procedures designed to ensure compliance by the Guarantor, each other Obligor
and the Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions,
and the Guarantor, each other Obligor, the Subsidiaries and their respective officers and employees and to the knowledge of the
Guarantor their directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects
and are not knowingly engaged in any activity that would reasonably be expected to result in the Guarantor or another Obligor
being designated as a Sanctioned Person. None of:



 


		(a)	the Guarantor, any other Obligor, any Subsidiary or any of their respective directors, officers
or employees; or 



 


		(b)	to the knowledge of the Guarantor, any agent of the Guarantor, another Obligor or any Subsidiary
that will act in any capacity in connection with or benefit from the credit facility established by the Loan Agreement,



 


is a Sanctioned
Person. No borrowing, use of proceeds or other transactions contemplated by the Loan Agreement will violate any Anti-Corruption
Law or applicable Sanctions.";


 


		(iv)	in clause 10.2.3 (General Undertakings: Negative Covenants), the words "(excluding
disposal of ships)" shall be amended to read "(excluding disposal of the Vessel)";



 


		(v)	in clause 22.2 (Notices), the words "Structured Finance/Export Finance, ACI:CHA01A1,
21 Place du Marché Saint-Honoré, 75031 Paris Cedex 01, France marked for the attention of Mrs Dominique Laplasse
(telefax no. +33 1 43 16 81 84)" shall be amended to read "Export Finance, Commercial Support & Loan Implementation,
ACI: CHC02C1, 37 place du Marché Saint Honoré, 75001 Paris, France marked for the attention of Thierry Anezo and
Fatima Khalloufi (telefax no. +33 1 43 16 81 84)"; and



 


		(vi)	schedule 4 shall be deleted.



 


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


 


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


 


Please confirm your agreement to the terms
of this Letter by returning this Letter and the Agreement and Acknowledgement countersigned by the Agent and each of the Lenders.


 


Yours faithfully


 


	Signed and delivered as a deed	 	/s/Daniel S. Farkas	 
	as duly authorised	 	signature	 
	for and on behalf of	 		 
	Norwegian Epic Ltd.	 	Daniel S. Farkas	 
	in the presence of:	 	print name	 
	 	 	Director	 
	 	 	 	 
	signature	 	 	 
	of witness  	/s/ Gabriel Herrera	 	 	 
	 	 	 	 	 
	name	Gabriel Herrera	 	 	 
	 	print name of witness	 	 
	address	7665 Corporate Center Dr.	 	 	 
	 	Miami, FL 33126	 	 	 


 


	Signed and delivered as a deed	 	/s/Howard Flanders	 
	as duly authorised	 	signature	 
	for and on behalf of	 		 
	NCL Corporation Ltd.	 	Howard Flanders	 
	in the presence of:	 	print name	 
	 	 	Officer	 
	 	 	 	 
	signature	 	 	 
	of witness  	/s/Gabriel Herrera	 	 	 
	 	 	 	 	 
	name	Gabriel Herrera	 	 	 
	 	print name of witness	 	 
	address	7665 Corporate Center Dr.	 	 	 
	 	Miami, FL 33126	 	 	 


 




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	Signed and delivered as a deed	 	/s/Daniel S. Farkas	 
	as duly authorised	 	signature	 
	for and on behalf of	 		 
	NCL (Bahamas) Ltd.	 	Daniel S. Farkas	 
	in the presence of:	 	print name	 
	 	 	Director	 
	 	 	 	 
	signature	 	 	 
	of witness	 /s/Gabriel Herrera	 	 	 
	 	 	 	 	 
	name	Gabriel Herrera	 	 	 
	 	print name of witness	 	 
	address	7665 Corporate Center Dr.	 	 	 
	 	Miami, FL 33126	 	 	 


 




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Agreement and Acknowledgement


 


Dated  27 November 2015


 


For good and valuable consideration, receipt
of which we hereby acknowledge, we agree to and acknowledge the content of your letter dated  27 November 2015.


 


	Signed and delivered as a deed	 	/s/Jennifer Ashford	 
	as duly authorised	 	signature	 
	for and on behalf of	 		 
	BNP Paribas (as Agent)	 	Jennifer Ashford	 
	in the presence of:	 	print name	 
	 	 	Attorney-in-fact	 
	signature	 	 	 
	of witness 	/s/Chiara Larghi	 	 	 
	 	 	 	 	 
	name	Chiara Larghi	 	 	 
	 	print name of witness	 	 
	address	Stephenson Harwood LLP	 	 	 
	 	1 Finsbury Circus	 	 	 
	 	EC2M 7SH	 	 	 


 


	Signed and delivered as a deed	 	/s/Jennifer Ashford	 
	as duly authorised	 	signature	 
	for and on behalf of	 		 
	BNP Paribas (as Lender)	 	Jennifer Ashford	 
	in the presence of:	 	print name	 
	 	 	Attorney-in-fact	 
	signature	 	 	 
	of witness 	/s/Chiara Larghi	 	 	 
	 	 	 	 	 
	name	Chiara Larghi	 	 	 
	 	print name of witness	 	 
	address	Stephenson Harwood LLP	 	 	 
	 	1 Finsbury Circus	 	 	 
	 	EC2M 7SH	 	 	 


 




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	Signed and delivered as a deed	 	/s/Jennifer Ashford	 
	as duly authorised	 	signature	 
	for and on behalf of	 		 
	Crédit Agricole Corporate and Investment Bank	 	Jennifer Ashford	 
	in the presence of:	 	print name	 
	 	 	Attorney-in-fact	 
	signature	 	 	 
	of witness 	/s/Chiara Larghi	 	 	 
	 	 	 	 	 
	name	Chiara Larghi	 	 	 
	 	print name of witness	 	 
	address	Stephenson Harwood LLP	 	 	 
	 	1 Finsbury Circus	 	 	 
	 	London, EC2M 7SH	 	 	 


 


	Signed and delivered as a deed	 	/s/Jennifer Ashford	 
	as duly authorised	 	signature	 
	for and on behalf of	 		 
	HSBC France	 	Jennifer Ashford	 
	in the presence of:	 	print name	 
	 	 	Attorney-in-fact	 
	signature	 	 	 
	of witness 	/s/ Chiara Larghi	 	 	 
	 	 	 	 	 
	name	Chiara Larghi	 	 	 
	 	print name of witness	 	 
	address	Stephenson Harwood LLP	 	 	 
	 	1 Finsbury Circus	 	 	 
	 	London, EC2M 7SH	 	 	 


 




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	Signed and delivered as a deed	 	/s/Jennifer Ashford	 
	as duly authorised	 	signature	 
	for and on behalf of	 		 
	Société Générale	 	Jennifer Ashford	 
	in the presence of:	 	print name	 
	 	 	Attorney-in-fact	 
	signature	 	 	 
	of witness	 	 	 	 
	 	 	 	 	 
	name	/s/Chiara Larghi	 	 	 
	 	print name of witness	 	 
	address	Stephenson Harwood LLP	 	 	 
	 	1 Finsbury Circus	 	 	 
	 	London, EC2M 7SH	 	 	 


 




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