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Exhibit 4.59
 DATED 21 DECEMBER 2007
 PRIDE OF HAWAII, INC.
(as borrower)
 NCL CORPORATION LTD.
(as guarantor)
 THE SEVERAL BANKS
(particulars of which are set out in Schedule 1)
(as lenders)
 HSBC BANK PLC
(as agent)
 COMMERZBANK AKTIENGESELLSCHAFT
(as Hermes agent)
 HSBC BANK PLC
(as trustee)
 
 FOURTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)
SECURED LOAN AGREEMENT
dated 20 April 2004 for the equivalent amount in United States Dollars
of up to 308,130,000 pre- and post delivery finance for
PRIDE OF HAWAII
a luxury cruise vessel with 1,188 passenger cabins
being hull no S.668 at the yard of Meyer Werft GmbH




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CONTENTS
 Page1
    
    Definitions and Construction
    
    
    22
    
    Amendment of Original Loan Agreement, Original Guarantee and Other Security
Documents
    
    
    33
    
    Conditions Precedent
    
    
    44
    
    Representations and Warranties
    
    
    65
    
    Fee and Expenses
    
    
    76
    
    Further Assurance
    
    
    77
    
    Counterparts
    
    
    88
    
    Notices
    
    
    89
    
    Governing Law
    
    
    910
    
    Jurisdiction
    
    
    9Schedule 1
    
    The Agent, the Hermes Agent, the Trustee and the Lenders
    
    
    12Schedule 2
    
    Amended and Restated Loan Agreement
    
    
    13Schedule 3
    
    Amended and Restated Guarantee
    
    
    14




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FOURTH SUPPLEMENTAL DEED
 DATED 21 December 2007
 BETWEEN:
 (1)
    
    PRIDE OF HAWAII, INC.of 1209 Orange Street, Wilmington, Delaware 19801, United States of
America as borrower (the Borrower);(2)
    
    NCL CORPORATION LTD.of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as
guarantor (the Guarantor);(3)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as lenders (collectively the
Lendersand each individually a Lender);(4)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as agent (the Agent);(5)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of
Germany as agent (the Hermes Agent); and(6)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as trustee for itself and the Lenders (as
hereinafter defined) (the Trustee).
 WHEREAS
 (A)
    
    By a loan agreement dated 20 April 2004 as amended by a first supplement thereto dated 25
October 2004, a second supplement thereto dated as of 30 September 2005 and a third supplement
thereto dated 13 November 2006 entered into between the Borrower as borrower, the Lenders as
lenders, the Agent as agent for (among others) the Lenders, the Hermes Agent as agent for
(among others) the Lenders and the Trustee as trustee for (among others) the Lenders (the
Original Loan Agreement), the Lenders granted to the Borrower a secured loan in the
Equivalent Amount of up to three hundred and eight million one hundred and thirty thousand
Euro (308,130,000) (the Loan), subject to clause 2.5 of the Original Loan Agreement, for
the purpose of enabling the Borrower to finance (among other things) the construction of the
Vessel (as such term is defined in the Original Loan Agreement) on the terms and conditions
therein contained. The repayment of the Loan by the Borrower has been secured by (among other
things) a guarantee and indemnity dated 20 April 2004 granted by the Guarantor as amended by
the said second supplement dated as of 30 September 2005 and the said third supplement dated
13 November 2006 (the Original Guarantee).(B)
    
    The Guarantor has requested the consent of the Lenders, the Agent, the Hermes Agent and the
Trustee to the amendment of certain provisions of the Original Loan Agreement and the Original
Guarantee (among other things) to enable NCL Investment Ltd. (Investor I) and NCL Investment
II Ltd. (Investor IIand together with Investor I the Investors), each a subsidiary of the
private equity group Apollo Management, LP, to make a one billion Dollar (USD1,000,000,000)
cash equity investment in the Guarantor.
 Deed Star
 1




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(C)
    
    The consent of the Lenders, the Agent, the Hermes Agent and the Trustee is given in respect
of the above matters on the terms of this Deed which shall be executed as a deed.
 NOW THIS DEED WITNESSES
 1
    
    Definitions and Construction
 1.1
    
    In this Deed including the preamble and recitals hereto (unless the context
otherwise requires) any term or expression defined in the preamble or the recitals
shall have the meaning ascribed to it therein and terms and expressions not defined
herein but whose meanings are defined in the Loan Agreement shall have the meanings
set out therein. In addition, the following terms and expressions shall have the
meanings set out below:
 Apollo Transaction Documents
 Guarantee
 Loan Agreement
 New Shares
 Restatement Date
 Shareholders Agreement
 Subscription Agreement
 2




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Subscription Price
 1.2
    
    The provisions of Clauses 1.2, 1.3 and 17.11 of the Loan Agreement shall
apply hereto (mutatis mutandis).
 2
    
    Amendment of Original Loan Agreement, Original Guarantee and Other Security Documents
 2.1
    
    Subject to Clause 3.1, the parties hereto agree that immediately upon and
with effect from the Restatement Date the Original Loan Agreement and the Original
Guarantee shall each be amended and restated to read in accordance with the amended
and restated loan agreement, guarantee and loss payable clause as set out in Schedule
2 and Schedule 3 respectively and (as so amended and restated) will continue to be
binding upon each of the parties thereto in accordance with their terms as so amended
and restated.2.2
    
    Each of the Borrower and the Guarantor hereby confirms to the Lenders, the
Agent, the Hermes Agent and the Trustee that with effect from the Restatement Date:
 2.2.1
    
    all references to the Original Loan Agreement in the
Security Documents to which it is a party shall be construed as references to
the Loan Agreement and all terms used in such Security Documents whose
meanings are defined by reference to the Original Loan Agreement shall be
defined by reference to the Loan Agreement;2.2.2
    
    the Security Documents to which it is a party shall apply
to, and extend to secure, the whole of the Outstanding Indebtedness as defined
in clause 1.1 of the Loan Agreement;2.2.3
    
    its obligations under the Security Documents to which it is
a party shall not be discharged, impaired or otherwise affected by reason of
the execution of this Deed or of any of the documents or transactions
contemplated hereby; and2.2.4
    
    its obligations under the Security Documents to which it is
a party shall remain in full force and effect as security for the obligations
of the Borrower under the Loan Agreement and the other Security Documents as
amended by this Deed.
 2.3
    
    With effect from the Restatement Date the Lenders, the Agent, the Hermes
Agent and the Trustee acknowledge and agree that, to the extent a provision of a
Security Document which has not been amended and restated by this Deed conflicts with
a provision of the Loan Agreement and/or any other Security Document which has been
amended and restated by this Deed, the provision of the Loan Agreement and/or the
amended and restated Security Document shall prevail. Further, the Lenders, the
Agent, the Hermes Agent and the Trustee will do or procure the doing of all such acts
and/or execute or procure the execution of all such documents in a form satisfactory
to the Agent as the Agent may reasonably consider necessary for giving full effect to
this Clause 2.3.
 3




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2.4
    
    Except as expressly amended hereby or pursuant hereto the Original Loan
Agreement, the Original Guarantee and the other Security Documents shall remain in
full force and effect and nothing herein contained shall relieve the Borrower, the
Guarantor or any other Obligor from any of its respective obligations under any such
documents.
 3
    
    Conditions Precedent
 3.1
    
    The amendment and restatement of the Original Loan Agreement and the Original
Guarantee provided for in Clause 2 is conditional upon and shall not be effective
unless and until the Agent has received the following in form and substance
satisfactory to it:
 3.1.1
    
    on the date of this Deed:
 (a)
    
    one (1) counterpart of this Deed duly
executed by the Borrower and the Guarantor;(b)
    
    a written confirmation from the Process
Agent that it will act for each of the Borrower and the Guarantor as
agent for service of process in England in respect of this Deed;(c)
    
    a Certified Copy of each of the following:
 (i)
    
    the Subscription Agreement;(ii)
    
    the Shareholders
Agreement; and(iii)
    
    the reimbursement and
distribution agreement dated 17 August 2007 under which,
among other things, Star has agreed to bear certain costs and
expenses of the NCLA Business (as defined in schedule 9 to
the Loan Agreement);
 (d)
    
    the following corporate documents in
respect of each of the Borrower and the Guarantor (together the
Relevant Parties):
 (i)
    
    Certified Copies of any
consents required from any ministry, governmental, financial
or other authority for the execution of and performance by
the respective Relevant Party of its obligations under this
Deed or if no such consents are required a certificate from a
duly appointed officer of the Relevant Party to this effect
confirming that no such consents are required;(ii)
    
    notarially attested
secretarys certificate of each of the Relevant Parties:
 (1)
    
    attaching
a copy of its Certificate of Incorporation and
Memorandum of Association and Bye-Laws (or
equivalent constitutional documents) evidencing
power
 4




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(2)
    
    giving
the names of its present officers and directors;(3)
    
    setting
out specimen signatures of such persons as are
authorised by the Relevant Party to sign documents
or otherwise undertake the performance of that
Relevant Partys obligations under this Deed;(4)
    
    giving
the legal owner of its shares and the number of such shares held;(5)
    
    attaching
copies of resolutions passed at duly convened
meetings of the directors and, if required by the
Agent, the shareholders or members of each of the
Relevant Parties authorising (as applicable) the
execution of this Deed and a second amendment to the
Post Delivery Mortgage and the issue of any power of
attorney to execute the same; and(6)
    
    containing a declaration of solvency as at the date
of the certificate of the duly appointed officer of
the Relevant Party;
  (e)
    
    the original powers of attorney, if any,
issued pursuant to the resolutions referred to above and notarially
attested;
 3.1.2
    
    the said second amendment to the Post Delivery Mortgage duly
executed and lodged for recordation at the United States Coast Guard National
Vessel Documentation Center;3.1.3
    
    evidence of completion having taken place under the
Subscription Agreement and in particular but without limitation of the issue
of the New Shares to the Investors and of the payment of the Subscription
Price by the Investors to the Guarantor;
 5




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3.1.4
    
    evidence that each of the Lenders has received payment of
the restructuring fee to which it is entitled as more particularly described
in Clause 5.1; and3.1.5
    
    the issue of such favourable written legal opinions
including in respect of the United States of America, Delaware and Bermuda in
such form as the Agent may require relating to all aspects of the transactions
contemplated hereby and by the Apollo Transaction Documents governed by any
applicable law,
 PROVIDED THAT
 3.2
    
    If the Lenders, the Agent, the Hermes Agent and the Trustee, acting
unanimously, decide (or the Agent in accordance with the Agency and Trust Deed
decides) to permit the amendment and restatement of the Original Loan Agreement and
the Original Guarantee hereby without the Agent having received all of the documents
or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the
remaining documents or evidence to the Agent within fourteen (14) days of the
Restatement Date (or such other period as the Agent may stipulate) and the amendment
and restatement of the Original Loan Agreement and the Original Guarantee as aforesaid
shall not be construed as a waiver of the Agents right to receive the documents or
evidence as aforesaid nor shall this provision impose on the Agent, the Hermes Agent,
the Trustee or the Lenders any obligation to permit the amendment and restatement in
the absence of such documents or evidence.
 4
    
    Representations and Warranties
 4.1
    
    Each of the Borrower and the Guarantor represents and warrants to the
Lenders, the Agent, the Hermes Agent and the Trustee that:
 4.1.1
    
    it has the power to enter into and perform this Deed and the
transactions contemplated hereby and has taken all necessary action to
authorise the entry into and performance of this Deed and such transactions;4.1.2
    
    this Deed constitutes its legal, valid and binding
obligations enforceable in accordance with its terms;4.1.3
    
    its entry into and performance of this Deed and the
transactions and documents contemplated hereby do not and will not conflict
with:
 (a)
    
    any law or regulation or any official or judicial order; or(b)
    
    its constitutional documents; or(c)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,
  6




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4.1.4
    
    except for the recording of the said second amendment to the
Post Delivery Mortgage with the United States Coast Guard National Vessel
Documentation Center, all authorisations, approvals, consents, licences,
exemptions, filings, registrations, notarisations and other matters, official
or otherwise, required in connection with the entry into, performance,
validity and enforceability of this Deed and each of the other documents
contemplated hereby and thereby and the transactions contemplated hereby and
thereby have been obtained or effected and are in full force and effect;4.1.5
    
    all information furnished by it to the Agent or its agents
relating to the business and affairs of an Obligor in connection with this
Deed and the other documents contemplated hereby and thereby was and remains
true and correct in all material respects and there are no other material
facts or considerations the omission of which would render any such
information misleading; and4.1.6
    
    it has fully disclosed in writing to the Agent all facts
relating to its business which it knows or should reasonably know and which
might reasonably be expected to influence the Lenders, the Agent, the Hermes
Agent and/or the Trustee in deciding whether or not to enter into this Deed.
 5
    
    Fee and Expenses
 5.1
    
    The Borrower shall pay to each of the Lenders not later than five (5)
Business Days from the date of this Deed a non-refundable restructuring fee of
[*] provided that a Lender which is the provider of any
other loan or other facility to the Borrower or any other member of the NCLC Group
shall only be entitled to receive one (1) such fee of [*].
Notwithstanding any provision of this Deed, the Loan Agreement or the Agency and Trust
Deed to the contrary, no Lender shall be required to share with the other Lenders, the
Agent, the Hermes Agent and/or the Trustee any such restructuring fee received.5.2
    
    The Borrower and the Guarantor jointly and severally undertake to reimburse
the Agent, the Lenders, the Hermes Agent and the Trustee on demand of the Agent on a
full indemnity basis for the reasonable charges and expenses (together with value
added tax or any similar tax thereon and including without limitation the fees and
expenses of legal and other advisers) incurred by the Agent, the Lenders, the Hermes
Agent and/or the Trustee in respect of the negotiation, preparation, printing,
execution, registration and enforcement of this Deed and any other documents required
in connection with the implementation of this Deed.
 6
    
    Further Assurance
  7




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7
    
    Counterparts
  8
    
    Notices
 8.1
    
    Any notice, demand or other communication (unless made by telefax) to be made
or delivered to the Borrower or the Guarantor pursuant to this Deed shall (unless the
Borrower or the Guarantor has by fifteen (15) days written notice to the Agent
specified another address) be made or delivered to the Borrower and/or the Guarantor
c/o/at 7665 Corporate Center Drive, Miami, Florida 33126, United States of America
(marked for the attention of the Chief Financial Officer and the Legal Department)
(but one (1) copy shall suffice) with a copy to the Investors c/o Apollo Management,
LP, 9 West 57th Street, 43rd Floor, New York, NY 10019, United
States of America (marked for the attention of Mr Steven Martinez). Any notice,
demand or other communication to be made or delivered by the Borrower or the Guarantor
pursuant to this Deed shall (unless the Agent, the Hermes Agent or the Trustee has by
fifteen (15) days written notice to the Borrower and the Guarantor specified another
address) be made or delivered to the Agent, the Hermes Agent or the Trustee at its
Office, the details of which are set out in Schedule 1.8.2
    
    Any notice, demand or other communication to be made or delivered pursuant to
this Deed may be sent by telefax to the relevant telephone numbers (which at the date
hereof in respect of the Borrower and the Guarantor is +1 305 436 4140 (marked for the
attention of the Chief Financial Officer) and +1 305 436 4117 (marked for the
attention of the Legal Department) with a copy to the Investors c/o Apollo Management,
LP, fax number +1 212 515 3288 (marked for the attention of Mr Steven Martinez) and in
the case of the Agent, the Hermes Agent or the Trustee is as recorded in Schedule 1)
specified by it from time to time for the purpose and shall be deemed to have been
received when transmission of such telefax communication has been completed. Each
such telefax communication, if made to the Agent, the Hermes Agent or the Trustee by
the Borrower or the Guarantor, shall be signed by the person or persons authorised in
writing by the Borrower or the Guarantor (as the case may be) and whose signature
appears on the list of specimen signatures contained in the secretarys certificate
required to be delivered by Clause 3 and shall be expressed to be for the attention of
the department or officer whose name has been notified for the time being for that
purpose by the Agent, the Hermes Agent or the Trustee to the Borrower and the
Guarantor.8.3
    
    The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement
shall apply to this Deed.
 8




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9
    
    Governing Law
  10
    
    Jurisdiction
 10.1
    
    The courts of England have exclusive jurisdiction to settle any dispute
arising out of or in connection with this Deed (including a dispute regarding the
existence, validity or termination of this Agreement) (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.
  10.2
    
    Neither the Borrower nor the Guarantor may, without the Agents prior written
consent, terminate the appointment of the Process Agent; if the Process Agent resigns
or its appointment ceases to be effective, the Borrower and/or the Guarantor (as the
case may be) shall within fourteen (14) days appoint a company which has premises in
London and has been approved by the Agent to act as the Borrowers and/or the
Guarantors (as the case may be) process agent with unconditional authority to receive
and acknowledge service on behalf of the Borrower and/or the Guarantor of all process
or other documents connected with proceedings in the English courts which relate to
this Deed.10.3
    
    For the purpose of securing its obligations under Clause 10.2, each of the
Borrower and the Guarantor irrevocably agrees that, if it for any reason fails to
appoint a process agent within the period specified in Clause 10.2, the Agent may
appoint any person (including a company controlled by or associated with the Agent or
any Lender) to act as the Borrowers or the Guarantors (as the case may be) process
agent in England with the unconditional authority described in Clause 10.2.10.4
    
    No neglect or default by a process agent appointed or designated under this
Clause (including a failure by it to notify the Borrower or the Guarantor (as the case
may be) of the service of any process or to forward any process to the Borrower or the
Guarantor (as the case may be)) shall invalidate any proceedings or judgment.10.5
    
    Each of the Borrower and the Guarantor appoints in the case of the courts of
England the Process Agent to receive, for and on its behalf service of process in
England of any legal proceedings with respect to this Deed.10.6
    
    A judgment relating to this Deed which is given or would be enforced by an
English court shall be conclusive and binding on the Borrower and/or the Guarantor (as
the case may be) and may be enforced without review in any other jurisdiction.
 9




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10.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent, the
Lenders, the Hermes Agent or the Trustee may have (whether under the laws of any
country, an international convention or otherwise) with regard to the bringing of
proceedings, the service of process, the recognition or enforcement of a judgment or
any similar or related matter in any jurisdiction.10.8
    
    In this Clause judgmentincludes order, injunction, declaration and any
other decision or relief made or granted by a court.
 IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by Paul Turner
    
    
    )
    
    
    /s/ P A Turnerfor and on behalf of
    
    
    )PRIDE OF HAWAII, INC.
    
    
    )in the presence of: Shareen Akhtar
    
    
    )Trained SolicitorOne, St. Pauls ChurchyardLondon, EC4M 8SHSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )By Paul Turner
    
    
    )
    
    
    /s/ P A Turnerfor and on behalf of
    
    
    )NCL CORPORATION LTD.
    
    
    )in the presence of: Shareen Akhtar, as above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )By Julie Clegg
    
    
    )
    
    
    /s/ J Cleggfor and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Bremen Branch
    
    
    )as a Lender
    
    
    )in the presence of: Shareen Akhtar, as above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )By Mike Monks
    
    
    )
    
    
    /s/ M Monksfor and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )as a Lender, the Agent and the Trustee
    
    
    )in the presence of: Nigel Groom
    
    
    )
 10




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SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )By Julie Clegg
    
    
    )
    
    
    /s/ J Cleggfor and on behalf of
    
    
    )KfW
    
    
    )in the presence of: Shareen Akhtar, as above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )By Julie Clegg
    
    
    )
    
    
    /s/ J Cleggfor and on behalf of
    
    
    )DnB NOR BANK ASA
    
    
    )in the presence of: Shareen Akhtar, as above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )By Julie Clegg
    
    
    )
    
    
    /s/ J Cleggfor and on behalf of
    
    
    )NORDDEUTSCHE LANDESBANK
    
    
    )GIROZENTRALE
    
    
    )in the presence of: Shareen Akhtar, as above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )By Julie Clegg
    
    
    )
    
    
    /s/ J Cleggfor and on behalf of
    
    
    )CALYON
    
    
    )in the presence of: Shareen Akhtar, as above
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )By Julie Clegg
    
    
    )
    
    
    /s/ J Cleggfor and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )as the Hermes Agent
    
    
    )in the presence of: Shareen Akhtar, as above
    
    
    )
 11




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




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Schedule 2
 Amended and Restated Loan Agreement
 13




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Schedule 3
 Amended and Restated Guarantee
 14




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DATED 20 APRIL 2004
 (1)
    
    NCL CORPORATION LTD.(as guarantor)(2)
    
    HSBC BANK PLC(as trustee)
 
 GUARANTEE
IN RESPECT OF THE OBLIGATIONS OF
PRIDE OF HAWAII, INC.
AS AMENDED AND RESTATED ON
21 DECEMBER 2007
 [**]
 15




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CONTENTS
 Page1
    
    Definitions and Construction
    
    
    172
    
    Guarantee and Indemnity
    
    
    193
    
    Survival of Guarantor's Liability
    
    
    194
    
    Continuing Guarantee
    
    
    215
    
    Exclusion of the Guarantor's Rights
    
    
    216
    
    Payments
    
    
    227
    
    Enforcement
    
    
    238
    
    Representations and Warranties
    
    
    239
    
    General Undertakings: Positive Covenants
    
    
    2610
    
    General Undertakings: Negative Covenants
    
    
    2811
    
    Financial Undertakings and Ownership and Control of the Guarantor
    
    
    3012
    
    Issue of the Bonds
    
    
    3613
    
    Discharge
    
    
    3614
    
    Assignment and Transfer
    
    
    3615
    
    Miscellaneous Provisions
    
    
    3716
    
    Waiver of Immunity
    
    
    3717
    
    Notices
    
    
    3718
    
    Governing Law
    
    
    3819
    
    Jurisdiction
    
    
    38Schedule 1
    
    Quarterly Statement of Financial Covenants
    
    
    40Schedule 2
    
    Letter of Instruction
    
    
    42
 16




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DEED
 DATED
 BY:
 (1)
    
    NCL CORPORATION LTD.being a company validly existing under the laws of Bermuda with its
registered office at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda as guarantor
(the Guarantor);
 IN FAVOUR OF:
 (2)
    
    HSBC BANK PLCa company incorporated under the laws of England and Wales whose office is at 8
Canada Square, London E14 5HQ, England (the Trustee) as trustee for the Beneficiaries.
 WHEREAS:
 (A)
    
    By a loan agreement dated 20 April 2004 (the Loan Agreement) made between (among others)
(1) Pride of Hawaii, Inc. as borrower (the Borrower) (2) the banks whose names and Offices
appear in schedule 2 to the Loan Agreement (the Lenders) (3) HSBC Bank plc as agent for the
Lenders (the Agent) (4) Commerzbank Aktiengesellschaft as agent (the Hermes Agent) and (5)
the Trustee, the Lenders agreed to make available to the Borrower, upon the terms and subject
to the conditions thereof, a secured term loan of the equivalent in Dollars, subject to clause
2.5 thereof, of up to three hundred and eight million one hundred and thirty thousand Euro
(308,130,000) (the Loan) on the terms and conditions contained therein.(B)
    
    By a deed of agency and trust dated 20 April 2004 made between (1) the Agent (2) the Hermes
Agent (3) the Trustee and (4) the Lenders it has been agreed that the benefit of this Deed
shall be held by the Trustee on trust for itself, the Agent, the Hermes Agent and the Lenders
and its and their respective successors, assignees and transferees (together the
Beneficiaries).(C)
    
    It is a condition precedent to the Trustee, the Lenders, the Agent and the Hermes Agent
entering into the Loan Agreement and making the Loan available to the Borrower that the
Guarantor enters into this Deed.
 NOW THIS DEED WITNESSES:
 1
    
    Definitions and Construction
 1.1
    
    In this Deed the following terms and expressions shall have the meanings set
out below; in addition, terms and expressions not defined herein but whose meanings are
defined in the Loan Agreement shall have the meanings set out therein.Accountsmeans the audited consolidated profit and loss account, cash flow
statements and balance sheet (including all additional information and notes
thereto) of the Guarantor and its consolidated Subsidiaries together with the
relative directors and auditors reports;Bondsmeans bonds in an aggregate amount of at least two hundred million Dollars
(USD200,000,000) and with a life of ten (10) years but which may be
 17




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##### 



redeemed by the
Guarantor at an earlier date, to be issued by the Guarantor in one
(1) or more tranches, in the first instance to qualified institutional buyers as
unregistered privately placed bonds and thereafter as bonds registered with the
Securities Exchange Commission of the United States of America;Event of Defaultmeans any of the events specified in clause 11 of the Loan
Agreement or specified as such in Clause 11; andOutstanding Indebtednessmeans all sums of any kind payable actually or
contingently to the Beneficiaries under or pursuant to the Loan 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).
 1.2
    
    In this Deed unless the context otherwise requires:
 1.2.1
    
    clause headings are inserted for convenience of reference only
and shall be ignored in the construction of this Deed;1.2.2
    
    references to Clauses and to Schedules are to be construed as
references to clauses of and schedules to this Deed unless otherwise stated and
references to this Deed are to be construed as references to this Deed
including its Schedules;1.2.3
    
    references to (or to any specified provision of) this Deed or
any other document shall be construed as references to this Deed, that
provision or that document as from time to time amended, restated, supplemented
or novated;1.2.4
    
    references to any Act or any statutory instrument shall be
construed as references to that Act or that statutory instrument as from time
to time re-enacted, amended or supplemented;1.2.5
    
    references to any party to this Deed or any other document
shall include reference to such partys successors and permitted assigns;1.2.6
    
    words importing the plural shall include the singular and vice versa;1.2.7
    
    references to a person shall be construed as references to an
individual, firm, company, corporation, unincorporated body of persons or any
state or any agency thereof; and1.2.8
    
    where any matter requires the approval or consent of the
Trustee or the Agent such approval or consent shall not be deemed to have been
given unless given in writing; where any matter is required to be acceptable to
the Trustee or the Agent, the Trustee or the Agent (as the case may be) shall
not be deemed to have accepted such matter unless its acceptance is
communicated in writing; each of the Trustee and the Agent may give or withhold
its consent, approval or acceptance at its unfettered discretion.
 18




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2
    
    Guarantee and Indemnity
 2.1
    
    In consideration of the Lenders agreeing at the request of the Guarantor to
make the Loan available to the Borrower in accordance with the terms of the Loan
Agreement, the payment by the Trustee to the Guarantor of ten Dollars (USD10) and
other good and valuable consideration (the receipt and adequacy of which the
Guarantor hereby acknowledges) the Guarantor:
 2.1.1
    
    as primary obligor as and for its own debt and not merely as
surety hereby undertakes to the Trustee to be responsible for and hereby
guarantees to the Trustee:
 (a)
    
    the due and punctual payment by each of the
Obligors to the Trustee or the Agent (on behalf of the Lenders) (as the
case may be) (as and when due by acceleration, demand or otherwise
howsoever) of the Outstanding Indebtedness and every part thereof; and(b)
    
    the due and punctual performance of all the
obligations to be performed by each of the Obligors and the Builder
under or pursuant to the Loan Agreement and the other Security
Documents; and
 2.1.2
    
    unconditionally undertakes immediately on demand by the
Trustee from time to time to pay and/or perform its obligations under Clause
2.1.1.
 2.2
    
    For the same consideration as referred to in Clause 2.1 the Guarantor (as a
separate and independent obligation) unconditionally undertakes immediately on demand
by the Trustee from time to time to indemnify the Trustee and the Agent and hold each
of them harmless in respect of:
 2.2.1
    
    any loss incurred by the Trustee and/or the Agent as a result
of the Loan Agreement and each other Security Document to which any of the
Obligors or the Builder is a party or any provision thereof becoming invalid,
void, voidable or unenforceable for any reason whatsoever after execution
hereof; and2.2.2
    
    all loss or damage of any kind arising directly or indirectly
from any failure on the part of any of the Obligors or the Builder to perform
any obligation to be performed by any of the Obligors or the Builder under and
pursuant to the Loan Agreement and each other Security Document to which any of
the Obligors or the Builder is a party.
 3
    
    Survival of Guarantors Liability
 3.1
    
    The Guarantors liability to the Trustee under this Deed shall not be
discharged, impaired or otherwise affected by reason of any of the following events or
circumstances (regardless of whether any such events or circumstances occur with or
without the Guarantors knowledge or consent):
 3.1.1
    
    any time, forbearance or other indulgence given or agreed by
the Trustee, the Agent, the Lenders and/or the Hermes Agent to or with any of
the Obligors, the Builder or Hermes in respect of any of their obligations
under the Loan Agreement and each other Security Document to which any of the
Obligors, the Builder or Hermes is a party; or
 19




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3.1.2
    
    any legal limitation, disability or incapacity relating to any
of the Obligors, the Builder or Hermes; or3.1.3
    
    any invalidity, irregularity, unenforceability, imperfection
or avoidance of or any defect in any security granted by, or the obligations of
any of the Obligors, the Builder or Hermes under, the Loan Agreement and each
other Security Document to which any of the Obligors, the Builder or Hermes is
a party or any amendment to or variation thereof or of any other document or
security comprised therein; or3.1.4
    
    any change in the name, constitution or otherwise of any of
the Obligors, the Builder or Hermes or the merger of any of the Obligors, the
Builder or Hermes with any other corporate entity; or3.1.5
    
    the liquidation, bankruptcy or dissolution (or proceedings
analogous thereto) of any of the Obligors, the Builder or Hermes or the
appointment of a receiver or administrative receiver or administrator or
trustee or similar officer of any of the assets of any of the Obligors, the
Builder or Hermes or the occurrence of any circumstances whatsoever affecting
any Obligors, the Builders or Hermes liability to discharge its obligations
under the Loan Agreement and each other Security Document to which it is a
party; or3.1.6
    
    any challenge, dispute or avoidance by any liquidator of any
of the Obligors, the Builder or Hermes in respect of any claim by the Guarantor
by right of subrogation in any such liquidation; or3.1.7
    
    any release of any other Obligor, the Builder or Hermes or any
renewal, exchange or realisation of any security or obligation provided under
or by virtue of any of the Security Documents or the provision to the Trustee,
the Agent, any of the Lenders or the Hermes Agent at any time of any further
security for the obligations of the Borrower under any of the Security
Documents; or3.1.8
    
    the release of any co-guarantor and/or indemnitor who is now
or may hereafter become under a joint and several liability with the Guarantor
under this Deed or the release of any other guarantor, indemnitor or other
third party obligor in respect of the obligations of any Obligor or the Builder
under any of the Security Documents; or3.1.9
    
    any failure on the part of the Trustee, the Agent, any of the
Lenders or the Hermes Agent (whether intentional or not) to take or perfect any
security agreed to be taken under or in relation to any of the Security
Documents or to enforce any of the Security Documents; or3.1.10
    
    any other act, matter or thing (save for repayment in full of the Outstanding
Indebtedness) which might otherwise constitute a legal or equitable discharge
of any of the Guarantors obligations under this Deed.
 20




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4
    
    Continuing Guarantee
 4.1
    
    This Deed shall be:
 4.1.1
    
    a continuing guarantee remaining in full force and effect
until irrevocable payment in full has been received by the Trustee or the Agent
on behalf of the Beneficiaries of each and every part and the ultimate balance
of the Outstanding Indebtedness in accordance with the Loan Agreement and each
other Security Document to which any of the Obligors or the Builder is a party;
and4.1.2
    
    in addition to and not in substitution for or in derogation of
any other security held by the Trustee, the Agent, any of the Lenders or the
Hermes Agent from time to time in respect of the Outstanding Indebtedness or
any part thereof.
 4.2
    
    Any satisfaction of obligations by the Guarantor to the Trustee or any
discharge given by the Trustee to the Guarantor or any other agreement reached between
the Trustee and the Guarantor in relation to this Deed shall be, and be deemed always
to have been, void ab initio if any act satisfying any of the said obligations or on
the faith of which any such discharge was given or any such agreement was entered into
is subsequently avoided in whole or in part by or pursuant to any provision of any
applicable law whatsoever.4.3
    
    This Deed shall remain the property of the Trustee and, notwithstanding that
all monies and liabilities due or incurred by any of the Obligors or the Builder to the
Trustee which are guaranteed hereunder shall have been paid or discharged, the Trustee
shall be entitled not to discharge this Deed or any security held by the Trustee for
the obligations of the Guarantor hereunder for such period as may in the reasonable
opinion of the Trustee be necessary or appropriate under any applicable insolvency law
after the last of such monies and liabilities have been paid or discharged and in the
event of bankruptcy, winding-up or any similar proceedings being commenced in respect
of any of the Obligors or the Builder, the Trustee shall be at liberty not to discharge
this Deed or any security held by the Trustee for the obligations of the Guarantor
hereunder for and during such further period as the Trustee may determine at its sole
discretion.
 5
    
    Exclusion of the Guarantors Rights
 5.1
    
    Until the obligations of any Obligor or the Builder under the Loan Agreement
and each other Security Document to which any Obligor or the Builder is a party have
been fully performed, the Guarantor shall not:
 5.1.1
    
    be entitled to share in or succeed to or benefit from (by
subrogation or otherwise) any rights which the Trustee may have in respect of
the Outstanding Indebtedness or any security therefor or all or any of the
proceeds of such rights or security; or5.1.2
    
    without the prior written consent of the Trustee:
 (a)
    
    exercise in respect of any amount paid by the
Guarantor hereunder any right of indemnity, subrogation, contribution
or any other right or remedy which it may have in respect thereof; or
 21




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##### 



(b)
    
    claim payment of any other monies for the time
being due to the Guarantor or to which it may become entitled or
exercise or
enforce or benefit from any other right, remedy or security in
respect thereof; or(c)
    
    prove in a liquidation of any Obligor or the
Builder in competition with the Trustee for any monies owing to the
Guarantor by any other Obligor or the Builder on any account
whatsoever,
 PROVIDED ALWAYSthat if the Guarantor, in breach of this Clause, receives or
recovers any monies pursuant to any such exercise, claim or proof, such monies shall
be held by the Guarantor as trustee upon trust for the Trustee to apply the same as
if they were monies received or recovered by the Trustee under this Deed.
 6
    
    Payments
 6.1
    
    Each payment to be made by the Guarantor hereunder shall be made in immediately
available funds in the currency in which such payment is due without set-off,
counterclaim, deduction or retention of any kind by payment to such account of the
Trustee with such bank or financial institution as the Trustee may from time to time
notify to the Guarantor in writing.If the Guarantor is required by law to make such a payment subject to the deduction
or withholding of Taxes, in which case the sum payable by the Guarantor in respect
of which such deduction or withholding is required to be made shall be increased to
the extent necessary to ensure that, after the making of such deduction or
withholding, the Trustee receives and retains (free from any liability in respect of
any such deduction or withholding) a net sum equal to the sum which it would have
received and so retained had no such deduction or withholding been made or required
to be made.6.2
    
    Without prejudice to the provisions of Clause 6.1, if any Lender or the Agent
or the Trustee on the Lenders behalf is required to make any payment on account of Tax
(not being a tax imposed on the net income of its Office by the jurisdiction in which
it is incorporated or in which its Office is located or any other tax existing and
applicable on the date of this Deed under the laws of any jurisdiction) on or in
relation to any sum received or receivable hereunder by such Lender or the Agent or the
Trustee on the Lenders behalf (including, without limitation, any sum received or
receivable under this Clause 6) or any liability in respect of any such payment is
asserted, imposed, levied or assessed against such Lender or the Agent or the Trustee
on the Lenders behalf, the Guarantor shall, upon demand of the Agent, indemnify such
Lender or the Agent or the Trustee against such payment or liability, together with any
interest, penalties and expenses payable or incurred in connection therewith, other
than interest, penalties, and expenses:
 6.2.1
    
    that accrue during any periods of time beginning on the thirty
first (31st) day (or such longer period as any Lender may reasonably
require) following the day on which the Lender or the Agent or the Trustee, as
applicable, has actual knowledge of the imposition or assertion of such Taxes
or other Taxes; or
 22




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6.2.2
    
    that are otherwise imposed or asserted on account of the bad
faith or wilful neglect of such Lender or the Agent or the Trustee.
 If any Lender proposes to make a claim under the provisions of this Clause 6.2 it
shall certify to the Guarantor in reasonable detail within thirty (30) days (or such
longer period as any Lender may reasonably require) after becoming aware of the
event by reason of which it is entitled to make its claim or claims the basis of its
claim or claims, such certificate to be conclusive, save for manifest error.Without affecting the Guarantors obligations under Clause 6.1 and in consultation
with the Agent, the affected Lender will then take all such reasonable steps as may
be open to it to mitigate the effect of the event (for example (if then possible) by
changing its Office or transferring some or all of its rights and obligations under
the Loan Agreement to another financial institution reasonably acceptable to the
Borrower, the Guarantor, the Hermes Agent and the Agent). The reasonable costs of
mitigating the effect of any such change shall be borne by the Guarantor save where
such costs are of an internal administrative nature and are not incurred in dealings
by any Lender with third parties.6.3
    
    No person to which a Lender assigns part or all of its interest under this Deed
pursuant to clause 17 of the Loan Agreement shall be entitled to receive any greater
increase in payment under Clause 6.1 than the assigning Lender would have been entitled
to receive with respect to the rights assigned unless such assignment shall have been
made at a time when the circumstances giving rise to such greater payment did not exist
and were not reasonably anticipated or reasonably foreseeable.6.4
    
    The certificate of the Trustee from time to time as to sums owed by any Obligor
or the Builder under the Security Documents and sums owed by the Guarantor hereunder
shall, save for manifest error, be conclusive and binding for all purposes and prima
facie evidence of the existence and extent of such debts in any legal action or
proceedings arising in connection herewith.6.5
    
    The provisions of Clause 7.3 of the Loan Agreement shall apply hereto (mutatis
mutandis) as if set out in full herein.
 7
    
    Enforcement
 7.1
    
    The Trustee shall not be obliged before taking steps to enforce this Deed to
take any action whatsoever against any of the Obligors, the Builder or Hermes under the
Loan Agreement or any other Security Documents to which they are a party and the
Guarantor hereby waives all such formalities or rights to which it would otherwise be
entitled or which the Trustee would otherwise first be required to satisfy or fulfil
before proceeding or making demand against the Guarantor hereunder provided that the
Trustee shall not be entitled to enforce its rights under this Deed otherwise than in
circumstances which would constitute an Event of Default.
 8
    
    Representations and Warranties
 8.1
    
    The Guarantor represents and warrants to the Trustee that:
 23




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##### 



8.1.1
    
    it is a limited liability exempt company, duly incorporated
and validly existing under the laws of Bermuda, possessing perpetual corporate
existence, the capacity to sue and be sued in its own name and the power to own
its assets and carry on its business as it is now being conducted;8.1.2
    
    it has the power to enter into and perform this Deed and all
necessary corporate or other action has been taken to authorise the entry into
and performance of this Deed;8.1.3
    
    this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;8.1.4
    
    the entry into and performance of this Deed and the
transactions contemplated hereby do not and will not be a breach of or conflict
with:
 (a)
    
    any law or regulation or any official or judicial order; or(b)
    
    its constitutional documents; or(c)
    
    any agreement or document to which it is a
party or which is binding upon it or any of its assets,
 nor result in the creation or imposition of any Encumbrance on any of its
assets pursuant to the provisions of any such agreement or document;8.1.5
    
    no event has occurred and is continuing which constitutes a
default under or in respect of any agreement or document to which the Guarantor
is a party or by which it may be bound (including, inter alia, this Deed);8.1.6
    
    all authorisations, approvals, consents, licences, exemptions,
filings, registrations, notarisations and other matters, official or otherwise,
required in connection with the entry into, performance, validity and
enforceability of this Deed and the transactions contemplated hereby have been
obtained or effected and are in full force and effect;8.1.7
    
    all information furnished by or on behalf of the Guarantor
relating to the business and affairs of any member of the NCLC Group in
connection with this Deed was and remains true and correct in all material
respects and there are no other material facts or considerations the omission
of which would render any such information misleading;8.1.8
    
    the Guarantor has fully disclosed in writing to the Lenders
through the Agent all facts relating to the NCLC Group which it knows or should
reasonably know and which might reasonably be expected to influence the Lenders
in deciding whether or not to enter into the Loan Agreement;8.1.9
    
    the Accounts for the financial year ended 31 December 2004
(which accounts will be prepared in accordance with GAAP) will fairly represent
the consolidated financial condition of the NCLC Group as at 31 December 2004
and from that date there will be no material adverse change in the consolidated
financial condition of the NCLC Group as shown in such audited accounts save as
disclosed in writing to the Agent
 24




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(in this Clause 8.1.9 NCLC Groupshall have
the meaning ascribed to it in Clause 11.4);8.1.10
    
    the claims of the Trustee against the Guarantor under this Deed will rank at
least pari passu with the claims of all other unsecured creditors of the
Guarantor other than claims of such creditors to the extent that the same
are statutorily preferred;8.1.11
    
    subject to Clause 10.6, no member of the NCLC Group has taken any corporate
action nor have any other steps been taken or legal proceedings been started or
(to the best of the Guarantors knowledge and belief) threatened against any
member of the NCLC Group for its winding-up or dissolution or for the
appointment of a liquidator, administrator, receiver, administrative receiver,
trustee or similar officer of it or any or all of its assets or revenues nor
has any member of the NCLC Group sought any other relief under any applicable
insolvency or bankruptcy law;8.1.12
    
    no litigation, arbitration or administrative proceedings are current or
pending or (to the best of the Guarantors knowledge and belief) threatened,
which might, if adversely determined, have a material adverse effect on the
business, assets or financial condition of the Guarantor or any other member of
the NCLC Group;8.1.13
    
    each member of the NCLC Group has complied with all taxation laws in all
jurisdictions in which it is subject to Taxation and has paid all Taxes due and
payable by it; no material claims are being asserted against any member of the
NCLC Group with respect to Taxes which might, if such claims were successful,
have a material adverse effect on its business, assets or financial condition;8.1.14
    
    neither the Guarantor nor any of its assets enjoys any right of immunity from
set-off, suit or execution in respect of its obligations under this Deed;8.1.15
    
    all amounts payable by the Guarantor hereunder may be made free and clear of
and without deduction for or on account of any Taxes;8.1.16
    
    the Shares and all the shares in the Manager are legally and beneficially
owned by the Shareholder, all the shares in the Sub-Agent are legally and
beneficially owned by NCL International, all the shares in the Shareholder are
legally and beneficially owned by Arrasas and all the shares in Arrasas are
legally and beneficially owned by the Guarantor and such structure shall remain
so throughout the Security Period. Further, no Event of Default has occurred
under Clause 11.2 in respect of the ownership and/or control of the shares in
the Guarantor;8.1.17
    
    the Guarantor does not have a place of business in any jurisdiction which
would require this Deed to be filed or registered (if it had a place of
business in that jurisdiction) to ensure the validity of this Deed; and8.1.18
    
    it has reviewed and agrees to all the terms and conditions of the Loan
Agreement and each other Security Document to which any Obligor or the Builder
is a party.
 25




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8.2
    
    The representations and warranties set out in Clause 8.1 other than those set
out in Clauses 8.1.4(a), 8.1.8, 8.1.15 and 8.1.18 shall survive the execution of this
Deed and shall be deemed to be repeated, with reference mutatis mutandis to the facts
and circumstances then subsisting, on each day until the actual and contingent
obligations of each Obligor or the Builder have been performed in full.
 9
    
    General Undertakings: Positive Covenants
 9.1
    
    The undertakings contained in this Clause 9 shall remain in full force from the
date of this Deed until the end of the Security Period.9.2
    
    The Guarantor will provide to the Agent:
 9.2.1
    
    as soon as practicable (and in any event within one hundred
and twenty (120) days after the close of each of its financial years) a
Certified Copy of its Accounts (commencing with the audited accounts made up to
31 December 2004);9.2.2
    
    as soon as practicable (and in any event within sixty (60)
days after the close of each quarter of each financial year) a Certified Copy
of the unaudited consolidated accounts of the NCLC Group for that quarter
(commencing with the unaudited accounts made up to 31 March 2004);9.2.3
    
    as soon as practicable (and in any event within one hundred
and twenty (120) days after the close of each financial year), beginning with
the year ending 31 December 2004, annual cash flow projections on a
consolidated basis of the NCLC Group showing on a monthly basis advance ticket
sales (for at least twelve (12) months following the date of such statement)
for the NCLC Group;9.2.4
    
    as soon as practicable (and in any event not later than 31
January of each financial year):
 (a)
    
    a budget for the NCLC Group for such new
financial year including a twelve (12) month liquidity budget for such
new financial year; and(b)
    
    updated financial projections of the NCLC Group
for at least the next five (5) years (including an income statement and
projected results for the operation of the vessels owned and/or
operated by any member of the NCLC Group) and an outline of the
assumptions supporting such budget and financial projections including
but without limitation any scheduled drydockings;
 9.2.5
    
    from time to time (but at intervals no more frequently than
annually at the Guarantors expense unless an Event of Default has occurred and
is continuing) within fifteen (15) days of receiving any request to that effect
from the Agent, a valuation of each of the vessels in the NCLC Fleet obtained
in accordance with the provisions of clause 10.18 of the Loan Agreement;9.2.6
    
    as soon as practicable (and in any event within sixty (60)
days after the close of each of the first three (3) quarters of its financial
year and within
 26




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one hundred and twenty (120) days after the close of each
financial year) a statement signed by the NCLC Groups chief financial officer
in the
form of Schedule 1 (commencing with the first quarter of the financial year
ending 31 December 2004);9.2.7
    
    promptly, such further information in its possession or
control regarding its financial condition and operations and those of any
company in the NCLC Group as the Agent may request9.2.8
    
    details of any material litigation, arbitration or
administrative proceedings which affect any Obligor as soon as the same are
instituted and served, or, to the knowledge of the Guarantor, threatened (and
for this purpose proceedings shall be deemed to be material if they involve a
claim in an amount exceeding twenty five million Dollars (USD25,000,000) or the
equivalent in another currency); and9.2.9
    
    promptly, such information as the Agent may request regarding
the Bonds, either before their issue or during their lifetime.
 All accounts required under this Clause 9.2 shall be prepared in accordance with
GAAP and shall fairly represent the financial condition of the relevant company. In
this Clause 9.2 NCLC Groupshall have the meaning ascribed to it in Clause 11.4.9.3
    
    The Guarantor will keep proper books of record and account in which proper and
correct entries shall be made of all financial transactions and the assets, liabilities
and business of the Guarantor in accordance with GAAP.9.4
    
    The Guarantor will notify the Trustee and the Agent of any Event of Default or
forthwith upon the Guarantor becoming aware of the occurrence thereof.9.5
    
    The Guarantor will procure that all such authorisations, approvals, consents,
licences and exemptions as may be required under any applicable law or regulation to
enable it to perform its obligations under, and ensure the validity or enforceability
of, this Deed are obtained and promptly renewed from time to time and will promptly
furnish certified copies thereof to the Agent and will procure that the terms of the
same are complied with at all times.9.6
    
    The Guarantor will do all such things as are necessary to maintain its
corporate existence in good standing and will ensure that it has the right and is duly
qualified to conduct its business as it is conducted in all applicable jurisdictions
and will obtain and maintain all franchises and rights necessary for the conduct of its
business.9.7
    
    Forthwith upon the execution of this Deed, and as a condition precedent to the
Lenders entering into the Loan Agreement, the Guarantor shall deliver to the Agent a
letter addressed to the Agent irrevocably and unconditionally authorising and
instructing the Agent forthwith to execute on behalf of the Guarantor each Transfer
Certificate delivered to the Agent pursuant to clause 17 of the Loan Agreement, such
letter to be in substantially the form of Schedule 2.
 27




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10
    
    General Undertakings: Negative Covenants
 10.1
    
    The undertakings contained in this Clause 10 shall remain in full force from
the date of this Deed until the end of the Security Period.10.2
    
    Except with the prior written consent of the Agent, the Guarantor will not, and
will procure that no other member of the NCLC Group will, either in a single
transaction or in a series of transactions whether related or not and whether
voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise
transfer or dispose of all or any of its assets or any share or interest therein except
that:
 10.2.1
    
    the Borrower may agree to sell the Vessel on the condition that
contemporaneously with the completion of the sale the Loan is prepaid in
accordance with the provisions of clause 4.6 of the Loan Agreement;10.2.2
    
    the Borrower may let the Vessel on charter in accordance with the provisions
of clause 10 of the Loan Agreement;10.2.3
    
    disposals may be made in the ordinary course of trading of the disposing
entity (excluding disposal of ships) including without limitation, the payment
of cash as consideration for the purchase or acquisition of any asset or
service or in the discharge of any obligation incurred for value in the
ordinary course of trading;10.2.4
    
    disposals of cash raised or borrowed may be made for the purposes for which
such cash was raised or borrowed;10.2.5
    
    disposals of assets in exchange for other assets comparable or superior as to
type and value may be made;10.2.6
    
    a vessel owned by any member of the NCLC Group (other than the Borrower) may
be sold provided such sale is on a willing seller willing buyer basis at or
about market rate and at arms length subject always to the provisions of any
loan documentation for the financing of such vessel and NCLL may, following the
sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star,
transfer to other wholly owned Subsidiaries of Star its vessels NORWEGIAN
WIND, NORWEGIAN DREAM, NORWEGIAN SEA, NORWEGIAN MAJESTY, NORWEGIAN
CROWN and MARCO POLO (the Six Vessels) for their transfer values as set
out in schedule 8 to the Loan Agreement and sell m.v. NORWAY to a third party
and, prior to the sale of its shares as aforesaid, transfer its vessel
NORWEGIAN SKY to Pride of Aloha, Inc., a wholly owned Subsidiary of the
Shareholder;10.2.7
    
    the Shareholder may assign, pledge or charge the Shares as security for the
obligations of the Borrower under the Loan Agreement;10.2.8
    
    Arrasas may transfer its shares in NCLL to IOL and Star may transfer its shares in Arrasas to the Guarantor; and10.2.9
    
    disposals of assets constituting Apollo-Related Transactions may be made.
 28




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10.3
    
    Except with the prior written consent of the Agent, the Guarantor will not, and
will procure that no other member of the NCLC Group will, make any loan or advance or
extend credit to any person, firm or corporation (except any loan, advance or credit
made available to passengers on board a vessel for gambling
purposes or to ships agents and except any loan, advance or credit to the Guarantor
or a wholly-owned Subsidiary of the Guarantor, which loan, advance or credit is
fully subordinated to the rights of the Beneficiaries under the Security Documents).10.4
    
    The Guarantor will procure that none of the owners or prospective owners of
mortgaged vessels in the NCLC Fleet will issue or enter into any guarantee or indemnity
or otherwise become directly or contingently liable for the obligations of any other
person, firm or corporation, otherwise than in the ordinary course of its business as
owner of its vessel. Subject to the above provision of this Clause 10.4, the Guarantor
and any member of the NCLC Group may issue or enter into any guarantee or indemnity or
otherwise become directly or contingently liable for the obligations of any other
person, firm or corporation PROVIDED THATany such liability does not imperil the
security created by any of the Security Documents 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.10.5
    
    Except with the prior written consent of the Agent and Hermes, the Guarantor
will not, and will procure that no other member of the NCLC Group will, make or
threaten to make any substantial change in its business as presently conducted, or
carry on any other business which is substantial in relation to its business as
presently conducted so as to affect, in the opinion of the Agent and Hermes, the
ability of the Guarantor or any other Obligor to perform its obligations under the
Security Documents to which it is a party PROVIDED THATany new leisure or hospitality
venture embarked upon by any member of the NCLC Group (other than the Borrower) shall
not constitute a substantial change in its business and PROVIDED FURTHER THATany
change of or discontinuation in the business activities of any Obligor in accordance
with the Apollo-Related Transactions, or any other change or discontinuation that does
not imperil the security created by any of the Security Documents 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 from time to time, in each case in the opinion of the
Agent and Hermes, shall be permitted.10.6
    
    Except with the prior consent of the Agent and Hermes, the Guarantor will not
enter into any amalgamation, restructure, substantial reorganisation, merger, de-merger
or consolidation or anything analogous to the foregoing and will procure that no
company in the NCLC Group (other than the Shareholder or NCL International) shall do
so. However, the prior consent of the Agent shall not be required in respect of:
 10.6.1
    
    any amalgamation, voluntary cessation of business, consolidation, voluntary
dissolution, solvent liquidation, merger, de-merger, voluntary termination of
existence, solvent winding up, restructure which, for the avoidance of doubt,
may include the creation of new Subsidiaries, pursuant to the Apollo-Related
Transactions; or
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10.6.2
    
    any amalgamation, voluntary cessation of business, consolidation, voluntary
dissolution, solvent liquidation, merger, de-merger, voluntary termination of
existence, solvent winding up, restructure or acquisition involving wholly
owned (whether directly or indirectly) Subsidiaries of the Guarantor only,
including the creation of new Subsidiaries, which
does not imperil the security created by any of the Security Documents or
affect the ability of any Obligor duly to perform any of its obligations
under any Security Document to which it may be a party at any time,
 PROVIDED THAT, except in relation to Apollo-Related Transactions, the Guarantor has
first consulted with the Agent with regard to the proposed consolidation,
reorganisation, restructure or acquisition and provides evidence satisfactory to the
Agent that the Guarantor will be in compliance with the financial undertakings
contained in Clause 11 after any such reorganisation or restructure.Further, no member of the NCLC Group will acquire any equity, share capital or any
obligations of a corporation or other entity unless the business of that corporation
or other entity is in the leisure or hospitality sectors.For the avoidance of doubt, the acquisition by a member of the NCLC Group of any shares in any company or corporation shall not in itself constitute a merger or
consolidation with such company or corporation for the purpose of this Clause 10.6
provided that the Agent is satisfied the Guarantor will be in compliance with the
financial undertakings contained in Clause 11 after any such merger or
consolidation.
 In this Clause 10.6, NCLC Groupshall exclude the Borrower.10.7
    
    Except with the prior written consent of the Agent, the Guarantor will not
alter its financial year end.10.8
    
    The Guarantor has not taken and shall not take from any other Obligor or the
Builder any security or counter-security in respect of any of its obligations under
this Deed PROVIDED ALWAYSthat if the Guarantor, in breach of this Clause, takes any
security or counter-security as aforesaid, such security shall be held by the Guarantor
as trustee upon trust for the Trustee.
 11
    
    Financial Undertakings and Ownership and Control of the Guarantor
 11.1
    
    The Guarantor will ensure that:
 11.1.1
    
    at all times the minimum Free Liquidity will be not less than fifty million
Dollars (USD50,000,000);11.1.2
    
    either:
 (a)
    
    as at 30 September 2005 and as at the end of
each subsequent financial quarter the ratio of Consolidated EBITDA to
Consolidated Debt Service for the NCLC Group, computed for the period
of the four (4) consecutive financial quarters ending at the end of the
relevant financial quarter, shall not be less than one point two five
(1.25) to one (1.0); or
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(b)
    
    at all times during the period of twelve (12)
months ending as at the end of the relevant financial quarter the NCLC
Group has maintained a minimum Free Liquidity in an amount which is not
less than one hundred million Dollars (USD100,000,000); and
 11.1.3
    
    as at 30 September 2006 and as at the end of each subsequent financial
quarter, the ratio of Total Net Funded Debt to Total Capitalisation of the NCLC
Group shall not exceed nought point seven (0.7) to one (1.0).Amounts available for drawing under any revolving or other credit facilities
of the NCLC Group which remain undrawn at the time of the relevant
calculation shall not be counted as cash or indebtedness for the purposes of
this ratio.
 11.2
    
    It will be an Event of Default if:
 11.2.1
    
    at any time when the ordinary share capital of the Guarantor is not publicly
listed on an Approved Stock Exchange or at any time when a dividend is to be
paid to the existing shareholders of the Guarantor by way of a share issue
pursuant to a public offering on an Approved Stock Exchange, the Lim Family
(together or individually) and Apollo in the aggregate, do not, directly or
indirectly, control the Guarantor and beneficially own, directly or indirectly,
at least fifty one per cent (51%) of the issued share capital of, and equity
interest in, the Guarantor; or11.2.2
    
    at any time following the listing of the ordinary share capital of the
Guarantor on an Approved Stock Exchange:
 (i)
    
    any Third Party:
 (A)
    
    owns legally and/or
beneficially and either directly or indirectly at least thirty
three per cent (33%) of the ordinary share capital of the
Guarantor; or(B)
    
    has the right or the ability to
control either directly or indirectly the affairs of or the
composition of the majority of the board of directors (or
equivalent) of the Guarantor,
 and, at the same time as any of the events described in paragraphs
(A) or (B) of this Clause have occurred and are continuing, the Lim
Family (together or individually) and Apollo in the aggregate do
not, directly or indirectly, beneficially own at least fifty one per
cent (51%) of the issued share capital of, and equity interest in,
the Guarantor; or(ii)
    
    the Guarantor ceases to be a listed company on
an Approved Stock Exchange without the prior written consent of the
Agent,
 (and, for the purpose of this Clause 11.2 controlof any company, limited
partnership or other legal entity (a body corporate) by a member of the Lim Family
and Apollo means that one (1) or more members of the Lim Family or Apollo in the
aggregate has, directly or indirectly, the power to direct the management and
policies of such a body corporate, whether through the
 31




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ownership of more than fifty
per cent (50%) of the issued voting capital of that body corporate or by contract,
trust or other arrangement).11.3
    
    During any financial year of the Guarantor:
 11.3.1
    
    until the date on which the Guarantor becomes a listed company on an Approved
Stock Exchange (on which date the restriction contained in this Clause 11.3.1
shall cease to apply), the Guarantor shall not and shall procure that no other
member of the NCLC Group shall, pay any dividends or make any other
distributions in respect of its share capital to any person or make any
repayments of capital or payments of interest in respect of Financial
Indebtedness of an Affiliate of the Guarantor other than payments,
distributions or dividends:
 (a)
    
    constituting Apollo-Related Transactions;(b)
    
    by the Guarantor which, in any financial year
of the Guarantor ending on or after 31 December 2007, do not exceed
fifty per cent (50%) of the aggregate of:
 (i)
    
    Consolidated Net Income (if
positive) of the NCLC Group for such financial year; and(ii)
    
    that portion of Consolidated
Net Income (if positive) of the NCLC Group in respect of each
previous financial year of the Guarantor ending on or after 31
December 2007, retained by the Guarantor and not previously
applied pursuant to this Clause 11.3.1(b), provided that the
Guarantor shall specify in a written notice to the Agent a
calculation (in reasonable detail) of the amount of the current
and retained Consolidated Net Income immediately prior to such
payment, distribution or dividend and the amount thereof
elected to be so applied;
 (c)
    
    to another member of the NCLC Group;(d)
    
    in respect of the tax liability to each
relevant jurisdiction in respect of consolidated, combined, unitary or
affiliated tax returns for the relevant jurisdiction of any member of
the NCLC Group or holder of the Guarantors share capital attributable
to any member of the NCLC Group; or(e)
    
    by the Guarantor which are used to purchase or
redeem the share capital of the Guarantor (including related stock
appreciation rights or similar securities) held by then present or
future directors, consultants, officers or employees of the Guarantor
or any other member of the NCLC Group or by any employee pension
benefit plan upon such persons death, disability, retirement, or
termination of employment or under the terms of any such employee
pension benefit plan or any other agreement under which such shares of
stock or related rights were issued; PROVIDED THATthe aggregate amount
of such purchases or redemptions under this paragraph (e) shall not
exceed in any fiscal
 32




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year [*] (plus the
amount of net proceeds contributed to the Guarantor that were (x)
received by the Guarantor during such calendar year from sales of
equity
interests of the Guarantor to directors, consultants, officers or
employees of the Guarantor or any other member of the NCLC Group in
connection with permitted employee compensation and incentive
arrangements and (y) from any key-man life insurance policies
received during such calendar year), which, if not used in any year,
may be carried forward to any subsequent calendar year,
 PROVIDED HOWEVER THAT(whether before or after the Guarantor becomes a
listed company on an Approved Stock Exchange) the NCLC Group shall not be
entitled to pay any dividend or make any distribution in respect of any of
its share capital if an Event of Default has occurred and is continuing or
would occur as a result of the payment of such dividend or the making of
such distribution and the Guarantor shall provide the Agent with a
certificate signed by the chief financial officer of the NCLC Group
confirming that no Event of Default has occurred and is continuing or would
occur as a result of the payment of a dividend or the making of a
distribution before the dividend is paid or the distribution is made; and11.3.2
    
    the Guarantor will procure that any dividends or other distributions and
interest paid or payable in connection with such dividends or other
distributions will be received promptly by the Guarantor directly or indirectly
from the Borrowers shareholder(s) (if such shareholder is not the Guarantor)
by way of dividend.
 11.4
    
    In Clause 11.1, Clause 11.2, Clause 11.3 and Schedule 1:
 11.4.1
    
    Affiliatemeans, with respect to any person, any other person controlling,
controlled by or under common control with, such person and for purposes of
this definition, control(including, with correlative meanings, the terms
controlling, controlled byand under common control with), as applied to
any person, means the possession, directly or indirectly, of the power to vote
ten per cent (10%) or more of the securities having voting power for the
election of directors of such person, or otherwise to direct or cause the
direction of the management and policies of that person, whether through the
ownership of voting securities or by contract or otherwise;11.4.2
    
    Approved Stock Exchangemeans the New York Stock Exchange, NASDAQ or such
other stock exchange in the United States of America as is approved in writing
by the Agent;11.4.3
    
    Cash Balancemeans, at any date of determination, the unencumbered and
otherwise unrestricted cash and cash equivalents of the NCLC Group;11.4.4
    
    Consolidated Debt Servicemeans, for any relevant period, the sum (without
double counting), determined in accordance with GAAP, of:
 33




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(a)
    
    the aggregate principal payable or paid during
such period on any Indebtedness for Borrowed Money of any member of the
NCLC Group, other than:
 (i)
    
    principal of any such
Indebtedness for Borrowed Money prepaid at the option of the
relevant member of the NCLC Group;(ii)
    
    principal of any such
Indebtedness for Borrowed Money prepaid upon the sale or Total
Loss of any vessel owned or leased under a capital lease by any
member of the NCLC Group or under an Apollo-Related
Transaction; and(iii)
    
    balloon payments of any such
Indebtedness for Borrowed Money payable during such period (and
for the purpose of this paragraph (iii) a balloon payment
shall not include any scheduled repayment instalment of such
Indebtedness for Borrowed Money which forms part of the
balloon) or under an Apollo-Related Transaction;
 (b)
    
    Consolidated Interest Expense for such period;(c)
    
    the aggregate amount of any dividend or
distribution of present or future assets, undertakings, rights or
revenues to any shareholder of any member of the NCLC Group (other than
the Guarantor or one of its wholly owned Subsidiaries) or any
distribution in respect of share capital during such period
(Distributions) other than the Distributions described in Clauses
11.3.1(a) and (d); and(d)
    
    all rent under any capital lease obligations by
which the Guarantor or any consolidated Subsidiary is bound which are
payable or paid during such period and the portion of any debt discount
that must be amortised in such period,
 as calculated in accordance with GAAP and derived from the then latest
unaudited consolidated accounts of the NCLC Group delivered to the Agent in
the case of any period ending at the end of any of the first three (3)
financial quarters of each financial year of the Guarantor and the then
latest Accounts delivered to the Agent in the case of the final quarter of
each such financial year;11.4.5
    
    Consolidated EBITDAmeans, for any relevant period, the aggregate of:
 (a)
    
    Consolidated Net Income from the Guarantors
operations for such period;(b)
    
    the aggregate amounts deducted in determining
Consolidated Net Income for such period in respect of gains and losses
from the sale of assets or reserves relating thereto, Consolidated
Interest Expense, depreciation and amortisation, impairment charges and
 34




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any other non-cash charges and deferred income tax expense for such
period;
 11.4.6
    
    Consolidated Interest Expensemeans, for any relevant period, the
consolidated interest expense (excluding capitalised interest) of the NCLC
Group for such period;11.4.7
    
    Consolidated Net Incomemeans, for any relevant period, the consolidated
net income (or loss) of the NCLC Group for such period as determined in
accordance with GAAP;11.4.8
    
    Free Liquiditymeans, at any date of determination, the aggregate of the
Cash Balance and any amounts freely available for drawing under any revolving
or other credit facilities of the NCLC Group, which remain undrawn, could be
drawn for general working capital purposes or other general corporate purposes
and would not, if drawn, be repayable within six (6) months;11.4.9
    
    Lim Familymeans:
 (a)
    
    the late Tan Sri Lim Goh Tong;(b)
    
    his spouse;(c)
    
    his direct lineal descendants;(d)
    
    the personal estate of any of the above
persons; and(e)
    
    any trust created for the benefit of one or
more of the above persons and their estates;
 11.4.10
    
    NCLC Groupmeans, for the purposes of this Clause 11, the Guarantor, its
Subsidiaries and any other entity which is required to be consolidated in the
Guarantors accounts in accordance with GAAP;11.4.11
    
    Third Partymeans any person or group of persons acting in concert (as the
expression acting in concertis defined in the City Code on Take-overs and
Mergers) who or which is not a member of the Lim Family or Apollo;11.4.12
    
    Total Capitalisationmeans, at any date of determination, Total Net Funded
Debt plus the consolidated stockholders equity of the NCLC Group at such date
determined in accordance with GAAP and derived from the then latest unaudited
and consolidated accounts of the NCLC Group delivered to the Agent in the case
of the first three (3) quarters of each financial year and the then latest
Accounts delivered to the Agent in the case of the final quarter of each
financial year; and11.4.13
    
    Total Net Funded Debtmeans, as at any relevant date:
 (a)
    
    Indebtedness for Borrowed Money of the NCLC Group; and
 35




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(b)
    
    the amount of any Indebtedness for Borrowed
Money of any person which is not a member of the NCLC Group but which
is guaranteed by a member of the NCLC Group as at such date;
 less an amount equal to any Cash Balance as at such date.
 11.5
    
    Save as specified in Clause 11.1.2, the ratios referred to in Clause 11.1 will
be measured on a quarterly basis by reference to the consolidated accounts of the NCLC
Group.
 12
    
    Issue of the Bonds
 12.1
    
    On behalf of the Lenders the Trustee hereby consents to the issue of the Bonds
at any time after the date hereof PROVIDED THATany claims of the holders of the Bonds
against the Guarantor will not rank prior to the claims of all other unsecured
creditors of the Guarantor and in particular the Lenders (other than claims of such
creditors to the extent that they are statutorily preferred).
 13
    
    Discharge
 13.1
    
    Subject to Clause 4.3, following the irrevocable repayment or payment to the
Trustee or the Agent on behalf of the Beneficiaries of all the Outstanding Indebtedness
the Trustee will at the Guarantors request return this Deed to the Guarantor and
shall, at the request and cost of the Guarantor, transfer to the Guarantor such rights
as the Trustee may at such time have in the security for the Outstanding Indebtedness
and to the proceeds of any such rights or security.
 14
    
    Assignment and Transfer
 14.1
    
    This Deed shall be binding upon and enure to the benefit of the Trustee and its
successors and assigns.14.2
    
    The Guarantor shall not be entitled to assign or transfer all or any part of
its rights, benefits or obligations under this Deed.14.3
    
    The Trustee may transfer its rights hereunder to any person to whom its rights
and obligations under the Agency and Trust Deed are transferred in accordance with the
Agency and Trust Deed.14.4
    
    Any Beneficiary may disclose to any actual or potential assignee or Transferee
or to any person who may otherwise enter or propose to enter into contractual relations
with such Beneficiary in relation to the Loan Agreement and this Deed any information
about the Obligors and the NCLC Group as such Beneficiary shall reasonably consider
necessary for the purposes of inviting expressions of interest from other banks or
financial institutions SUBJECT ALWAYSto the relevant Beneficiary procuring the
execution by the potential assignee or Transferee or any other person as aforesaid of a
Confidentiality Undertaking.14.5
    
    A person (including any body of persons) who is not a party to this Deed has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Deed but this does not affect any right or remedy of a third party which exists or
is available apart from that Act.
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15
    
    Miscellaneous Provisions
 15.1
    
    No failure to exercise and no delay in exercising on the part of the Trustee or
any of the other Beneficiaries any right or remedy under this Deed or under any other
of the Security Documents shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or remedy preclude any other or further exercise
thereof or the exercise of any other right or remedy. No waiver by the Trustee or
any of the other Beneficiaries shall be effective unless it is in writing.15.2
    
    The rights and remedies of the Beneficiaries provided herein and in the other
Security Documents are cumulative and not exclusive of any rights or remedies provided
by law.15.3
    
    If any provision of this Deed or the Loan Agreement or any other Security
Document to which any Obligor or the Builder is a party is prohibited or unenforceable
in any jurisdiction, such prohibition or unenforceability shall not invalidate the
remaining provisions hereof or thereof or affect the validity or enforceability of such
provision in any other jurisdiction.15.4
    
    Time is of the essence in respect of all of the obligations of the Guarantor
under this Deed.
 16
    
    Waiver of Immunity
 16.1
    
    The Guarantor irrevocably and unconditionally:
 16.1.1
    
    waives any right of immunity which it or its assets now has or may hereafter
acquire in relation to any legal proceedings (including, but without
limitation, actions in rem and/or in personam) brought against it or its assets
by the Trustee in relation to this Deed; and16.1.2
    
    consents generally in respect of any such proceedings to the giving of any
relief including, without limitation, the issue of any process in connection
with such proceedings and the making, enforcement or execution against any
property whatsoever (irrespective of its use or intended use) of any order or
judgment which may be made or given in such proceedings.
 17
    
    Notices
 17.1
    
    Each notice, demand or other communication to be made under this Deed shall be
made in writing which, unless otherwise stated, includes telefax.17.2
    
    Any notice, demand or other communication (unless made by telefax) to be made
or delivered by the Trustee to the Guarantor pursuant to this Deed shall (unless the
Guarantor has by fifteen (15) days written notice to the Trustee specified another
address) be made or delivered to the Guarantor at 7665 Corporate Center Drive, Miami,
Florida 33126, United States of America marked for the attention of the Chief Financial
Officer (telefax no. +1 305 436 4140) and the Legal Department (telefax no. +1 305 436
4117) (but one (1) copy shall suffice) with a copy to the Investors c/o Apollo
Management, LP, 9 West 57th Street, 43rd Floor, New York, NY
10019, United States of America marked for the attention of Mr Steven Martinez (telefax
no. +1 212 515 3288) and shall be deemed to have been made or delivered (in the case of
any telefax) when transmission of such telefax
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communication has been completed or (in
the case of any letter) when delivered to the aforesaid address or (as the case may be)
five (5) days after being deposited in the post first class postage prepaid in an
envelope addressed to it at that address PROVIDED THATif the copy of any notice,
demand or other communication is not received by the Investors it shall not affect the
deemed making or delivery of the notice, demand or other communication. Any notice,
demand or other
communication to be made or delivered by the Guarantor to the Trustee or the Agent
pursuant to this Deed shall (unless the Trustee or the Agent (as the case may be)
has by fifteen (15) days written notice to the Guarantor specified another address)
be made or delivered to the Trustee or the Agent at its office for the time being
which is at present HSBC Bank plc, Project and Export Finance, 8 Canada Square,
London E14 5HQ, England marked for the attention of Mr Alan Marshall (telefax no.
+44 (0)20 7992 4428) and shall be deemed to have been made or delivered (in the case
of any telefax) when transmission of such telefax communication has been completed
or (in the case of any letter) when delivered to the aforesaid address or (as the
case may be) five (5) days after being deposited in the post first class postage
prepaid in an envelope addressed to it at that address.17.3
    
    Each notice, demand or other communication made or delivered by one (1) party
to the other pursuant to this Deed shall be in the English language or accompanied by a
certified English translation.
 18
    
    Governing Law
 18.1
    
    This Deed shall be governed by and construed in accordance with English law.
 19
    
    Jurisdiction
 19.1
    
    For the exclusive benefit of the Trustee, the Guarantor agrees that any legal
action or proceeding arising out of this Deed may be brought in the High Court of
Justice in England and irrevocably submits to the jurisdiction of that court. The
submission by the Guarantor to such jurisdiction shall not limit the right of the
Trustee to commence any proceedings arising out of this Deed in whatsoever jurisdiction
it may choose, nor shall the commencement of any such legal action or proceeding in one
(1) jurisdiction preclude the Trustee from beginning any further or other such legal
action or proceeding in the same or any other jurisdiction.19.2
    
    The Guarantor appoints in the case of the courts of England the Process Agent
to receive, for and on its behalf, service of process in England of any legal
proceedings with respect to this Deed.
 IN WITNESS
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SIGNED SEALEDand DELIVEREDas a DEED
    
    )for and on behalf of
    
    )NCL CORPORATION LTD.
    
    )acting by
    
    )its duly appointed attorney-in-fact
    
    )in the presence of:
    
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    )for and on behalf of
    
    )HSBC BANK PLC
    
    )acting by
    
    )its duly appointed attorney-in-fact
    
    )in the presence of:
    
    )
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Schedule 1
 Quarterly Statement of Financial Covenants
 40




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Schedule
 Statement of Financial Covenants as of [ ] 20[       ] (in USD000)
 41




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Schedule 2
 Letter of Instruction
 42