Exhibit 4.59



FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment), made by way of deed November 29, 2011, among NCL
CORPORATION LTD., a Bermuda company with its registered office as of the date hereof at Milner House, 18 Parliament Street, Hamilton HM12, Bermuda, as Parent, PRIDE OF HAWAII, LLC, a Delaware limited liability company with its registered office as
of the date hereof at Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America, as Borrower, certain lenders party to the Credit Agreement referred to below on the date hereof (the Lenders)
constituting the Required Lenders and COMMERZBANK AKTIENGESELLSCHAFT, as Hermes Agent.

W I T N
E S S E T H:

WHEREAS, the Parent, the Borrower, the Lenders, the Facility Agent and
the Hermes Agent, among others, are parties to a credit agreement dated November 18, 2010 (the Credit Agreement);

WHEREAS, subject to the terms, conditions and agreements herein set forth, the parties hereto have agreed to amend the Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

I. Interpretation

1.
Save as defined in this Amendment, words and expressions defined in the Credit Agreement shall have the same meanings in this Amendment.

2. Section 14.16 (Third Party Rights) of the Credit Agreement shall be deemed to be incorporated into this Amendment save that references in the Credit Agreement to this Deed shall
be construed as references to this Amendment.

II. Agreement of Parties

1. Pursuant to the terms of the Credit Agreement, each party hereto agrees and consents to the amendments to the Credit Agreement
contemplated by this Amendment.

2. Each of the parties hereto agrees and acknowledges that, save as amended by this
Amendment, the Credit Agreement and each Credit Document to which it is a party shall continue in full force and effect.

3.
Each of the Credit Parties agrees that the guarantee and indemnity contained in section 15.01 (Guaranty and Indemnity) of the Credit Agreement shall, on and after the Amendment Effective Date (as defined below) continue in full force and
effect and extend to the liabilities and obligations of the Borrower under the Credit Agreement and the other Credit Documents (as amended and restated from time to time) including as varied, amended, supplemented or extended by this Amendment.



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Exhibit 4.59



4. Each of the Credit Parties confirms that:



| | a. | its obligations arising under the Credit Agreement, as amended by this Agreement constitute secured obligations (howsoever defined); and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------



| | b. | the security interests created under any Security Document:
| | -- | -----------------------------------------------------------



| | i. | continue in full force and effect; and
| | -- | --------------------------------------



| | ii. | extend to the liabilities and obligations of the Credit Parties under any Security Document, subject to the limitations set out in the relevant Security Documents.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

5. Each Credit Party shall, at the request of the Facility Agent and at its own expense, do all such acts and
things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Amendment.

III. Amendments to
the Credit Agreement

1. The definition of Total Allocable Commitment appearing in Section 1.01
(Defined Terms) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Total Allocable Commitment shall mean, at any time, an amount equal to 50% of the Total Commitment at
such time; provided that, at any time and from time to time after the Effective Date, the Parent may reallocate portions of the then applicable Total Commitment between this Agreement and the Other Term Loan Facility in its own discretion by
giving the Facility Agent 15 Business Days written notice thereof; provided that (I) at no time shall the sum of the Total Allocable Commitment under this Agreement and the Total Allocable Commitment (under and as
defined in the Other Term Loan Facility) exceed the Total Commitment at such time and (II) no reallocation of a portion of the Total Commitment pursuant hereto shall be permitted unless (x) in the event that such reallocation occurs
substantially simultaneously with a Borrowing Date, the Facility Agent shall have received evidence from the Hermes Agent that the condition set forth in Section 6.07 has been satisfied and (y) otherwise, the Facility Agent shall have
received evidence, in form and content satisfactory to the Lenders, from the Hermes Agent that the terms of the Hermes Cover have been amended to reflect such reallocation.

2. Section 6.07 of the Credit Agreement is hereby amended by inserting the text (including any amendments thereto to reflect reallocations of a portion of the Total Commitment as provided for
in the definition of Total Allocable Commitment) immediately following the text each Joint Lead Arranger shall have confirmed to the Hermes Agent that the terms of the Hermes Cover appearing in said Section.

IV. Miscellaneous Provisions.

1. In order to induce the Lenders to enter into this Amendment:



| | a. | the Borrower hereby represents and warrants that no Default or Event of Default exists as of the Amendment Effective Date or will exist immediately after giving effect
to this Amendment on such date; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Exhibit 4.59



| | b. | each of the Credit Parties jointly and severally:
| | -- | -------------------------------------------------



| | i. | makes the representations and warranties to the Lenders on the terms set out in Section 8 (Representations and Warranties) of the Credit Agreement as if
such Section was set out in full in this Amendment and as if references to this Agreement in and as of the Amendment Effective Date that Section were references to this Amendment; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii. | represents and warrants that it has not amended or varied any of its constitutional documents since the date such documents were delivered to the Facility Agent
pursuant to Section 5.03 (Corporate Documents; Proceedings; etc.) of the Credit Agreement and that such documents remain true and accurate and in full force and effect.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Such representations and warranties shall survive the execution of this Amendment.

2. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

3. Except as expressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the
Credit Agreement and the other Credit Documents, and all rights of the Lenders and the Agents and all of the Obligations under each of the Credit Documents, shall remain in full force and effect.

4. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of
which counterpart when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Facility Agent. Any party hereto may
execute and deliver a counterpart of this Amendment by delivering by facsimile or other electronic transmission a signature page of this Amendment signed by such party, and any such facsimile or other electronic signature shall be treated in all
respects as having the same effect as an original signature.

5. THIS AMENDMENT AND ANY NON-CONTRACTUAL OBLIGATIONS ARISING
OUT OF OR IN CONNECTION WITH IT ARE GOVERNED



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Exhibit 4.59



BY ENGLISH LAW. THE COURTS OF ENGLAND HAVE EXCLUSIVE JURISDICTION TO SETTLE ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AMENDMENT (INCLUDING A DISPUTE RELATING TO THE EXISTENCE,
VALIDITY OR TERMINATION OF THIS AMENDMENT OR ANY NON-CONTRACTUAL OBLIGATION ARISING OUT OF OR IN CONNECTION WITH THIS AMENDMENT) (A DISPUTE). THE PARTIES HERETO AGREE THAT THE COURTS OF ENGLAND ARE THE MOST
APPROPRIATE AND CONVENIENT COURTS TO SETTLE DISPUTES AND ACCORDINGLY NO PARTY HERETO WILL ARGUE TO THE CONTRARY. THIS SECTION 5 IS FOR THE BENEFIT OF THE LENDERS, AGENTS AND SECURED CREDITORS. 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, THE LENDERS, AGENTS AND SECURED CREDITORS MAY TAKE CONCURRENT PROCEEDINGS IN ANY NUMBER OF JURISDICTIONS.

WITHOUT PREJUDICE TO ANY OTHER MODE OF SERVICE ALLOWED UNDER ANY RELEVANT LAW, EACH CREDIT PARTY (OTHER THAN A CREDIT PARTY INCORPORATED IN ENGLAND
AND WALES): (I) IRREVOCABLY APPOINTS EC3 SERVICES LIMITED, HAVING ITS REGISTERED OFFICE AT 51 EASTCHEAP, LONDON, EC3M 1JP, AS ITS AGENT FOR SERVICE OF PROCESS IN RELATION TO ANY PROCEEDINGS BEFORE THE ENGLISH COURTS IN CONNECTION WITH THIS
AMENDMENT AND (II) AGREES THAT FAILURE BY AN AGENT FOR SERVICE OF PROCESS TO NOTIFY THE RELEVANT CREDIT PARTY OF THE PROCESS WILL NOT INVALIDATE THE PROCEEDINGS CONCERNED. IF ANY PERSON APPOINTED AS AN AGENT FOR SERVICE OF PROCESS IS UNABLE FOR ANY
REASON TO ACT AS AGENT FOR SERVICE OF PROCESS, THE PARENT (ON BEHALF OF ALL THE CREDIT PARTIES) MUST IMMEDIATELY (AND IN ANY EVENT WITHIN FIVE DAYS OF SUCH EVENT TAKING PLACE) APPOINT ANOTHER AGENT ON TERMS ACCEPTABLE TO THE FACILITY AGENT. FAILING
THIS, THE FACILITY AGENT MAY APPOINT ANOTHER AGENT FOR THIS PURPOSE.

EACH PARTY TO THIS AMENDMENT EXPRESSLY AGREES AND CONSENTS TO THE
PROVISIONS OF THIS SECTION 5.

6. This Amendment shall take effect as a deed on the date (the Amendment Effective
Date) when the following condition shall have been satisfied: the Parent, the Borrower, the Hermes Agent and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered
(including by way of facsimile or other electronic transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention: May Yip (facsimile number: 212-354-8113 / e-mail address: myip@whitecase.com);

7. From and after the Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents
to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.

*        *        *



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Exhibit 4.59



IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as a deed on the date first above written.

Signed as a deed for and on behalf of
NCL CORPORATION LTD., a Bermuda company, as Parent and Guarantor



|    |  |                      |  |                                                     
|--- |  | -------------------- |  | ----------------------------------------------------
|By: |  | /s/ Kevin M. Sheehan
|    |  | Title:               |  | President and Chief Executive Officer               
|    | 
|By: |  | /s/ Wendy A. Beck   
|    |  | Title:               |  | Executive Vice President and Chief Financial Officer

| |  |                   
| |  | ------------------
| | 
| |  | Initials Illegible

Authorized signatory



[First
Amendment to Jade Credit Agreement]



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Exhibit 4.59



Signed as a deed and delivered on behalf of PRIDE OF HAWAII, LLC, a Delaware
limited liability company, as Borrower



|    |  |                      |  |                                                                         |  |                   
|--- |  | -------------------- |  | ----------------------------------------------------------------------- |  | ------------------
|By: |  | /s/ Kevin M. Sheehan
|    |  | Title:               |  | Chairmen, President, Chief ExecutiveOfficer and Chief Financial Officer
|    |  |                      |  |                                                                         |  | Initials Illegible
|    |  |                      |  |                                                                         |  | Initials Illegible



[First
Amendment to Jade Credit Agreement]



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Exhibit 4.59



|                                                                                                               |  |     |  |                             |  |                                                                        
|-------------------------------------------------------------------------------------------------------------- |  | --- |  | --------------------------- |  | -----------------------------------------------------------------------
|Signed as a deed and delivered on behalf of KFW IPEX-BANK GMBH, a bank organized under the laws of Germany, by
|Jochen Saleth                                                                                                  |  | and |  | Tanja Georg                 |  | , being persons who, in accordance with the laws of that territory, are
|full name of person signing                                                                                    |  |     |  | full name of person signing |  |                                                                        

acting under the authority of the bank.



|    |  |                   |  |                         
|--- |  | ----------------- |  | ------------------------
|By: |  | /s/ Jochen Saleth
|    |  | Title:            |  | Jochen Saleth           
|    |  |                   |  | Vice President          
|    | 
|By: |  | /s/ Tanja Georg  
|    |  | Title:            |  | Tanja Georg             
|    |  |                   |  | Assistant Vice President

Authorized signatories



[First
Amendment to Jade Credit Agreement]



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Exhibit 4.59



|                                                                                                                 |  |     |  |                             |  |                                                                        
|---------------------------------------------------------------------------------------------------------------- |  | --- |  | --------------------------- |  | -----------------------------------------------------------------------
|Signed as a deed and delivered on behalf of NORDEA BANK NORGE ASA, a bank organized under the laws of Norway, by
|Ronny Bjørnadal                                                                                                  |  | and |  | Arne Berglund               |  | , being persons who, in accordance with the laws of that territory, are
|full name of person signing                                                                                      |  |     |  | full name of person signing |  |                                                                        

acting under the authority of the bank.



|    |  |                     |  |                         
|--- |  | ------------------- |  | ------------------------
|By: |  | /s/ Ronny Bjørnadal
|    |  | Title:              |  | Ronny Bjørnadal         
|    |  |                     |  | Head of Syndicated Loans
|    | 
|By: |  | /s/ Arne Berglund  
|    |  | Title:              |  | Arne Berglund           
|    |  |                     |  | Senior Vice President   

Authorized signatories



[First
Amendment to Jade Credit Agreement]



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Exhibit 4.59



|                                                                                                            |  |                                                                                                          
|----------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------
|Signed as a deed and delivered on behalf of DNB NOR BANK ASA, a bank organized under the laws of Norway, by
|Amra Koluder/Illegible                                                                                      |  | , being a person who, in accordance with the laws of that territory, is acting under the authority of the
|full name of person signing                                                                                 |  |                                                                                                          

bank.



|    |  |                             |  |  |  |                       |  | 
|--- |  | --------------------------- |  |  |  | --------------------- |  | 
|By: |  | /s/ Amra Koluder            |  |  |  | /s/ Illegible         |  | 
|    |  | Title: First Vice President |  |  |  | Senior Vice President |  | 



[First
Amendment to Jade Credit Agreement]



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Exhibit 4.59



|                                                                                                               |  |                             |  |     |  |                             |  |                                   
|-------------------------------------------------------------------------------------------------------------- |  | --------------------------- |  | --- |  | --------------------------- |  | ----------------------------------
|Signed as a deed and delivered on behalf of COMMERZBANK AKTIENGESELLSCHAFT, a bank organized under the laws of
|Germany, as Hermes Agent, by                                                                                   |  | Hans-Ulrich Betzoldt        |  | and |  | Klaus-Dieter Schmedding     |  | , being persons who, in accordance
|                                                                                                               |  | full name of person signing |  |     |  | full name of person signing |  |                                   

with the laws of that territory, are acting under the authority of the bank.



|    |  |                             |  |                      
|--- |  | --------------------------- |  | ---------------------
|By: |  | /s/ Hans-Ulrich Betzoldt   
|    |  | Title:                      |  | Senior Vice President
|    | 
|By: |  | /s/ Klaus-Dieter Schmedding
|    |  | Title:                      |  | Senior Vice President

Authorized signatories



[First
Amendment to Jade Credit Agreement]



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Exhibit 4.59



|                                                                                                                  |  |  |  |                                   
|----------------------------------------------------------------------------------------------------------------- |  |  |  | ----------------------------------
|Executed as a deed by HSBC BANK PLC acting by Mark Looi, an authorized signatory, in the presence of: John Gaston |  |  |  | /s/ Mark Looi                     
|                                                                                                                  |  |  |  | Signature of Authorized Signatory 
|                                                                                                                  |  |  |  | Authorized Signatory     Mark Looi
|                                                                                                                  |  | 
|                                                                                                                  |  |  |  | /s/ John Gaston                   
|                                                                                                                  |  |  |  | Signature of Witness              
|                                                                                                                  |  |  |  | Name of Witness     John Gaston   
|                                                                                                                  |  | 
|                                                                                                                  |  |  |  | Address of Witness:               
|                                                                                                                  |  |  |  | 8 Canada Square                   
|                                                                                                                  |  |  |  | London E14 5MQ                    
|                                                                                                                  |  | 
|                                                                                                                  |  |  |  | Occupation of Witness:
Banker     



[First
Amendment to Jade Credit Agreement]



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Exhibit 4.59



|                                                                                                                |  |                             |  |     |  |                             |  |                                                 
|--------------------------------------------------------------------------------------------------------------- |  | --------------------------- |  | --- |  | --------------------------- |  | ------------------------------------------------
|Signed as a deed and delivered on behalf of DEUTSCHE SCHIFFSBANK AKTIENGESELLSCHAFT, a bank organized under the
|laws of Germany, by                                                                                             |  | Sandrina Zurmühlen          |  | and |  | Jorg Remde                  |  | , being persons who, in accordance with the laws
|                                                                                                                |  | full name of person signing |  |     |  | full name of person signing |  |                                                 

of that territory, are acting under the authority of the bank.



|    |  |                        |  |                                    
|--- |  | ---------------------- |  | -----------------------------------
|By: |  | /s/ Sandrina Zurmühlen
|    |  | Title:                 |  | Prokurist Assistant General
Manager
|    | 
|By: |  | /s/ Jorg Remde        
|    |  | Title:                 |  | Prokurist Assistant General
Manager

Authorized signatories



[First
Amendment to Jade Credit Agreement]