##### 



Exhibit 4.53
 JOINDER TO SHAREHOLDERS AGREEMENT
 Joinder Agreement Company Investor SCL Holder
   1.
    
    Agreement to be Bound. Holder hereby agrees that upon execution of this Joinder, it
shall become a party to the Agreement and shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement as though an original party thereto and shall
be deemed a Shareholder for all purposes thereof. In addition, Holder hereby agrees that all
Ordinary Shares held by Holder shall be deemed Ordinary Shares for all purposes of the
Agreement.2.
    
    Permitted Transfer. For the avoidance of doubt, the parties agree that (i) the Holder
is a Permitted Transferee of the Investor and a member of the Investor Group and (ii) that the
Ordinary Shares held by Holder shall be deemed to be Ordinary Shares held by the Investor for
all purposes of the Agreement (including for purposes of determining the Investor Minimum
Ratio Condition).3.
    
    Voting. Holder hereby agrees to vote all Ordinary Shares at any time held by Holder
in the manner directed by the Investor, in the Investors sole and absolute discretion, to the
fullest extent permitted by Applicable Law and hereby appoints and constitutes the Investor as
its attorney and proxy, with full power of substitution and resubstitution (which proxy shall
be irrevocable and is coupled with an interest), to vote all Ordinary Shares held by Holder at
any meeting of the Shareholders and in connection with any written action or consent of the
Shareholders with respect to any matter submitted to a vote or for action by the Shareholders.
With respect to any such matter submitted to a vote or for action by the Shareholders, each of
the Company and SCL shall be entitled to conclusively look to and rely on the Investor as the
attorney or representative of the Holder with respect to such vote or action.4.
    
    Rights Particular to the Investor. Notwithstanding anything to the contrary in the
Agreement or herein, Holder hereby acknowledges and agrees that none of the rights set forth
in the Agreement that are particular to the Investor (including the rights in Section
2(a), Section 4,




---



##### 



Section 5, Section 8 and Section 11 to the Agreement) shall be deemed to
have been Transferred to or inure to the benefit of the Holder in connection with either the
acquisition of Ordinary Shares by Holder from the Investor or the execution of this Joinder and
all of such particular rights shall continue to be exercisable by the Investor.5.
    
    Successors and Assigns. Except as otherwise provided herein, this Joinder shall bind
and inure to the benefit of and be enforceable by SCL and the Company and its and their
respective successors and assigns and Holder and any subsequent holders of Ordinary Shares and
the respective successors and assigns of each of them, so long as they hold any Ordinary
Shares.6.
    
    Counterparts. This Joinder may be executed in separate counterparts, including by
facsimile, each of which shall be an original and all of which taken together shall constitute
one and the same agreement.7.
    
    Notices. For purposes of Section 13(k) of the Agreement, all notices,
demands or other communications to the Holder shall be directed to:
 NCL Investment II Ltd.
c/o Apollo Management VI, LP
9 West 57th Street, 43rd Floor
New York, NY 10019
Attention: Steven Martinez
Telephone: (212) 515-3200
Facsimile: (212) 515-3288
and, with a copy (which shall not constitute notice) to:
OMelveny & Myers LLP
Times Square Tower
7 Times Square
New York, NY 10036
Attention: Douglas A. Ryder
Telephone: (212) 728-5973
Facsimile: (212) 326-2061
 8.
    
    Governing Law. EXCEPT AS SET FORTH BELOW, THIS JOINDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK EXCLUDING THE
CONFLICT OF LAW RULES OR PRINCIPLES THAT COULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK. ALL MATTERS WHICH ARE THE SUBJECT OF THIS
JOINDER RELATING TO MATTERS OF INTERNAL GOVERNANCE OF THE COMPANY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF BERMUDA, WITHOUT GIVING EFFECT TO ANY LAW OR RULE
THAT COULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN BERMUDA TO BE APPLIED.
 9.
    
    Descriptive Headings. The descriptive headings of this Joinder are inserted for
convenience only and do not constitute a part of this Joinder.
 2




---



##### 



NCL CORPORATION LTD.By:
    /s/ David Colin Sinclair VeitchName:
    David Colin Sinclair VeitchTitle:
    Deputy Chairman, President and CEONCL INVESTMENT II LTD.By:
    /s/ Steven MartinezName:
    Steven MartinezTitle:
    Authorized Person Acknowledged and Agreed:
STAR CRUISES LIMITEDBy:
    /s/ David Chua Ming HuatName:
    David Chua Ming HuatTitle:
    PresidentNCL INVESTMENT LTD.By:
    /s/ Steven MartinezName:
    Steven MartinezTitle:
    Authorized Person 3