##### 



EXHIBIT
4.6
 DATED
AS OF 1 JUNE 2005
 PRIDE OF AMERICA SHIP HOLDING, INC.
(as borrower)
 NCL CORPORATION LTD.
(as guarantor)
 COMMERZBANK AKTIENGESELLSCHAFT
Hamburg Branch
HSBC BANK PLC
(as arrangers)
 COMMERZBANK AKTIENGESELLSCHAFT
Bremen Branch
HSBC BANK PLC
KfW
(as lenders)
 HSBC BANK PLC
(as agent)
 COMMERZBANK AKTIENGESELLSCHAFT
(as Hermes agent)
 HSBC BANK PLC
(as trustee)
 
 THIRD SUPPLEMENT TO SECURED LOAN AGREEMENT
dated 4 April 2003 for the equivalent amount in
United States Dollars and/or Euro of up to 258,000,000
pre- and post redelivery finance for one 1,075 cabin luxury cruise vessel
identified with no 7671 and working title Project America
at the yard of Lloyd Werft Bremerhaven GmbH
(tbn PRIDE OF AMERICA)
 
 STEPHENSON HARWOOD
One St Pauls Churchyard
London EC4M 8SH
Tel: +44 (0)20 7329 4422
Fax: + 44 (0)20 7329 7100
Ref: 1253/41-25887/42-02591/43-03502




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CONTENTS
 Page1 Definitions and Construction
    
    
    22 Amendment of Original Loan Agreement and Security Documents
    
    
    33 Conditions Precedent
    
    
    64 Representations and Warranties
    
    
    105 Expenses
    
    
    116 Further Assurance
    
    
    117 Counterparts
    
    
    128 Notices
    
    
    129 Governing Law
    
    
    1310 Jurisdiction
    
    
    13Schedule 1 Particulars of Arrangers
    
    
    18Schedule 2 Particulars of Agent, Hermes Agent, Trustee and Lenders
    
    
    19




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THIRD SUPPLEMENTAL AGREEMENT TO THE LOAN AGREEMENT
 DATED 2005
 BETWEEN:
 (1)
    
    PRIDE OF AMERICA SHIP HOLDING, INC.of Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801, United States of America as borrower (sometimes the Second Merger
Partyand sometimes the Borrower);(2)
    
    NCL CORPORATION LTD.of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda (the
Guarantor);(3)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as arrangers (collectively
the Arrangersand each individually an Arranger);(4)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 2 as lenders (collectively the
Lendersand each individually a Lender);(5)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as agent (the Agent);(6)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of
Germany as agent (the Hermes Agent); and(7)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as trustee (the Trustee).
 WHEREAS
 (A)
    
    By a loan agreement dated 4 April 2003 as amended and/or restated by a first supplemental
agreement thereto dated 20 April 2004 and a second supplemental agreement thereto dated 1 July
2004 (the Original Loan Agreement) entered into between (among others) Ship Holding LLC (the
First Merger Party) 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 Lenders granted to the First Merger Party a
secured loan in the maximum amount of the equivalent in Dollars and/or Euro of two hundred and
fifty eight million Euro (258,000,000) (the Loan) to part-finance the completion by the
Builder of
the Vessel for the Contract Price (as such term is defined in the Original Loan Agreement)
on the terms and conditions therein contained. The repayment of the Loan by the First




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Merger Party has been secured by (among other things) a guarantee and indemnity dated 23
April 2004 granted by the Guarantor (the Guarantee).
 (B)
    
    By a letter dated 4 March 2005 from the Guarantor and the First Merger Party to the Agent,
the Guarantor and the First Merger Party proposed that the First Merger Party be merged with
the Second Merger Party (the Merger), a Delaware corporation limited by shares and a wholly
owned subsidiary of NCL America Holdings, Inc. (the Shareholder), with the Second Merger
Party being the surviving entity.
 (C)
    
    The Lenders, the Agent and the Hermes Agent consented to the Merger as more particularly
described in recital (B) on 19 April 2005 (the Merger Date) on the terms of this third
supplement to the Original Loan Agreement (this Deed). This Deed 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:Effective Datemeans the date on which the conditions precedent set out in Clause
3.1 are fulfilled to the satisfaction of the Agent;Loan Agreementmeans the Original Loan Agreement as amended by this Deed; andSecurity Lettermeans the letter dated the date of this Deed between the Borrower
and the Agent attaching agreed forms of the Security Documents to be executed
pursuant thereto.1.2
    
    The provisions of Clauses 1.2 and 1.3 of the Loan Agreement shall apply hereto
(mutatis mutandis).
 2




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2
    
    Amendment of Original Loan Agreement and Security Documents
 2.1
    
    The parties hereto agree that immediately upon and with effect from the Merger
the Original Loan Agreement shall be read and construed as if:
 2.1.1
    
    all references to the First Merger Party were references to
the Second Merger Party;2.1.2
    
    the definition of Chargein clause 1.1 thereof had been
deleted and substituted with the following:Chargemeans the charge over the Shares to be given by the Shareholder as
holder (legally and beneficially) of the Shares to the Trustee pursuant to
the Charge Option;;2.1.3
    
    the definition of Charge Optionin clause 1.1 thereof had
been deleted and substituted with the following:Charge Optionmeans the option to take the Charge to be given by the
Shareholder to the Trustee on or before the Effective Date (as such term is
defined in the third supplemental deed to this Agreement), such option and
the Charge being in the form and on the terms and conditions required by the
Agent and the Hermes Agent;;2.1.4
    
    the definition of Memberin clause 1.1 thereof had been
deleted and substituted with the following:Shareholdermeans NCL America Holdings, Inc. of Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801, United States of America;and all references to the Member were substituted with references to the
Shareholder;2.1.5
    
    the definition of Membership Interestin clause 1.1 thereof
had been deleted and substituted with the following:
 3




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Sharesmeans the one thousand (1,000) authorised and issued shares of
common stock in the Borrower legally and beneficially owned by the
Shareholder;;
 and all references to the Membership Interest were substituted with
references to the Shares;2.1.6
    
    the definition of Tranche 9in clause 1.1 thereof had been
deleted and substituted with the following:Tranche 9means the amount of fifty five million Euro (55,000,000) or
the Equivalent Amount thereof to be applied in payment of the redelivery
instalment due by the Borrower to the Builder under the Building Contract to
be advanced by the Lenders on the Redelivery Date by way of their
Contributions thereto;;2.1.7
    
    the first sentence of clause 2.2.1 thereof had been deleted
and substituted with the following:Portion 1 shall finance part of the Contract Price.;2.1.8
    
    the heading of clause 9.2.20 thereof had been deleted and
substituted with the following:Ownership of shares;2.1.9
    
    the following clause had been inserted as clause 10.22.12 thereof:
 10.22.12
    
    comply, or procure that the Manager will comply, with Annex VI
(Regulations for the Prevention of Air Pollution from Ships) to the
International Convention for the Prevention of Pollution from Ships
1973 (as modified in 1978 and 1997) (as the same may be amended from
time to time) (Annex VI) or any replacement of Annex VI and in
particular, without limitation, to:
 (a)
    
    procure that the
Vessels master and crew are familiar with, and that the
Vessel complies with, Annex VI;
 4




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(b)
    
    maintain for the
Vessel a valid and current international air pollution
prevention certificate issued under Annex VI and provide
a copy to the Agent; and(c)
    
    notify the Agent
immediately in writing of any actual or threatened
withdrawal, suspension, cancellation or modification of
the IAPCC;
 and the remaining clauses of clause 10.22 thereof had been renumbered
accordingly;2.1.10
    
    the address of Star in clause 18.2 thereof had been deleted and substituted
with the following:Star Cruises Terminal, Pulau Indah, PO Box No. 288, 42009 Pelabuhan Klang,
Selangor Darul Ehsan, Malaysia (marked for the attention of Mr Gerard Lim);2.1.11
    
    the telephone number +60 (0)3 2161 3621 in clause 18.3 thereof had been
deleted and substituted with the telephone number +60 3 3884 0213; and2.1.12
    
    the following paragraph had been inserted in schedule 4 thereof:
 71
    
    A Certified Copy of a valid international air
pollution prevention certificate issued to the Vessel under Annex VI..
 2.2
    
    Each of the Second Merger Party and the Guarantor hereby confirms to the
Lenders, the Agent, the Hermes Agent and the Trustee that with effect from the Merger
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
Original Loan Agreement as amended by this Deed 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 Original Loan Agreement as so
amended;
 5




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2.2.2
    
    the Security Documents to which it is a party (by virtue of
the Merger in the case of the Second Merger Party) shall apply to, and extend
to secure, the whole of the Outstanding Indebtedness as defined in clause 1.1
of the Original Loan Agreement as amended by this Deed;2.2.3
    
    its obligations under the Security Documents to which it is a
party (by virtue of the Merger in the case of the Second Merger Party) shall
not be discharged, impaired or otherwise affected by reason of the Merger, the
release of the Shareholder from the Charge Option (as defined in the Original
Loan Agreement) or 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 (by virtue of the Merger in the case of the Second Merger Party) shall
remain in full force and effect as security for the obligations of the Second
Merger Party as the Borrower under the Original Loan Agreement and the other
Security Documents as amended by this Deed.
 2.3
    
    Except as expressly amended hereby or pursuant hereto the Original Loan
Agreement and the Security Documents shall remain in full force and effect and nothing
herein contained shall relieve the Second Merger Party as the Borrower or any other
Obligor from any of its respective obligations under any such documents.
 
 3
    
    Conditions Precedent
 3.1
    
    The release of the Shareholder from its obligations under the Charge Option (as
defined in the Original Loan Agreement) 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 Certified Copy of the instrument
pursuant to which the Merger was effected (the Certificate
of Merger) and a
Certified Copy of the Agreement and Plan of Merger referred to in the
Certificate of Merger;
 6




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3.1.2
    
    on the date of this Deed, one (1) counterpart duly executed by
the Second Merger Party and the Guarantor (in the case of this Deed) and the
Second Merger Party (in respect of the Security Letter) of:
 (a)
    
    this Deed; and(b)
    
    the Security Letter;
 3.1.3
    
    on the date of this Deed, a Certified Copy of the third
supplemental agreement to the Commercial Loan Agreement (as defined in the
Original Loan Agreement) duly executed by the Second Merger Party and the
Guarantor (the amendments to be made to the Commercial Loan Agreement (as
defined in the Original Loan Agreement) pursuant to the third supplemental
agreement shall be the same, mutatis mutandis, as the amendments to be made to
the Original Loan Agreement pursuant to this Deed);3.1.4
    
    one (1) counterpart of the Charge Option duly executed by the
Shareholder;3.1.5
    
    a written confirmation from the Builder evidencing its due
consent to the Merger;3.1.6
    
    evidence of the due execution and registration in the
Shipbuilding Register in Bremerhaven of the original Certificate of Merger and
any other document necessary to reflect the Merger as it relates to the
registration of the Vessel and the First Pre-Redelivery Mortgage and the Second
Pre-Redelivery Mortgage;3.1.7
    
    evidence that all necessary changes have been made to the
Insurances to reflect the Merger;3.1.8
    
    a written confirmation from the Borrower that from the date of
this Deed all consents and waivers which are required under the Loan Agreement
or any of the other Security Documents in connection with the Merger have been
given in accordance with the terms of the Loan Agreement or the relevant
Security Document;
 7




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3.1.9
    
    a written confirmation from the Process Agent that it will act
for the Second Merger Party and the Guarantor as agent for service of process
in England in respect of this Deed and for the Shareholder in respect of the
Charge;3.1.10
    
    the following corporate documents in respect of each of the Second Merger
Party, the Guarantor and the Shareholder (together the
Relevant Parties):
 (a)
    
    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 and each of the other Security Documents to
which it will become a party 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;(b)
    
    notarially attested secretarys certificate of
each of the Relevant Parties:
 (i)
    
    attaching a copy of its
Certificate of Incorporation and Memorandum of Association and
Bye-Laws (or equivalent constitutional documents) evidencing
power to enter into the transactions contemplated in this Deed
and in the other Security Documents to which it will become a
party pursuant hereto;(ii)
    
    giving the names of its present
officers and directors;(iii)
    
    setting out specimen
signatures of such officers and directors as are authorised by
the Relevant Party to sign documents or otherwise undertake the
performance of that Relevant Partys obligations under this
Deed and the Security Documents or other documents contemplated
hereby to which it will become a party;(iv)
    
    giving the legal owner of its shares and the number of such shares held;
 8




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(v)
    
    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 any documents contemplated in this Deed and
such of the other Security Documents to which it will become a
party and the issue of any power of attorney to execute the
same; and(vi)
    
    containing a declaration of
solvency as at the date of the certificate of the duly
appointed officer of the Relevant Party;
 3.1.11
    
    the original powers of attorney, if any, issued pursuant to the resolutions
referred to above and notarially attested;3.1.12
    
    filing of the UCC-3 amendments with the Secretary of State of Delaware more
particularly described in Clause 4.2.4; and3.1.13
    
    the issue of such favourable written legal opinions including in respect of
Delaware, Bermuda and Germany in such form as the Agent may require relating to
all aspects of the transactions contemplated hereby governed by any applicable
law,
 PROVIDED THATno Event of Default and no Possible Event of Default has occurred and
is continuing on the Effective Date other than that waived by the Agent pursuant to
the letters dated 9 March 2004 and 20 April 2004 from the Agent to the Borrower.3.2
    
    If the Lenders, acting unanimously, decide (or the Agent in accordance with the
Agency and Trust Deed decides) to permit the release of the Shareholder from its
obligations under the Charge Option (as defined in the Original Loan Agreement) hereby
without 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 Effective Date (or such other period as the Agent may
stipulate) and the release of the Shareholder as aforesaid shall not be construed as a
waiver of the Agents right to receive the
 9




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documents or evidence as aforesaid nor shall this provision impose on the Agent or
the Lenders any obligation to permit the amendment in the absence of such documents
or evidence.
 
 4
    
    Representations and Warranties
 4.1
    
    The Second Merger Party represents and warrants to the Lenders and the Trustee
that with effect from the Merger Date it succeeded to all the rights and obligations of
the First Merger Party including but without limitation all the rights and obligations
of the First Merger Party under the Security Documents to which the First Merger Party
was a party at the Merger Date.4.2
    
    Each of the Borrower and the Guarantor represents and warrants to the Lenders
and the Trustee that:
 4.2.1
    
    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;4.2.2
    
    this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;4.2.3
    
    its entry into and performance of this Deed and the
transactions 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,
  10




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4.2.4
    
    except for the filing of UCC-3 amendments with the Secretary
of State of Delaware evidencing the Merger and the assumption by the Second
Merger Party of the obligations of the First Merger Party under the Security
Documents to which it was a party as the borrower of the Loan, 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 the
transactions contemplated thereby have been obtained or effected and are in
full force and effect;4.2.5
    
    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 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;4.2.6
    
    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
    
    ExpensesThe Borrower and the Guarantor jointly and severally undertake to reimburse the Agent on
demand 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 Hermes Agent 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 AssuranceEach of the Borrower and the Guarantor will, from time to time on being required to do so by
the Agent, do or procure the doing of all such acts and/or execute or procure the
 11




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execution of all such documents in a form satisfactory to the Agent and the Hermes Agent as
the Agent and the Hermes Agent may reasonably consider necessary for giving full effect to
this Deed or any of the documents contemplated hereby or securing to the Trustee the full
benefit of the rights, powers and remedies conferred upon the Trustee in any such document.
In particular, the Borrower irrevocably and unconditionally affirms that the documents
attached to the Security Letter and set out in schedule 1 thereto (the Agreed Form Security
Documents) as security for its obligations under the Loan Agreement will be duly executed
by the Shareholder upon the Agents request in that form, together with such additions and
amendments thereto as the Agent and the Hermes Agent may reasonably consider necessary for
giving full effect to this Deed and any of the Agreed Form Security Documents or securing to
the Trustee, the Agent, the Hermes Agent and/or the Lenders (as the case may be) the full
benefit of the rights, powers and remedies conferred upon the Trustee, the Agent, the Hermes
Agent and/or the Lenders (as the case may be) in any such Agreed Form Security Document.
 
 7
    
    CounterpartsThis Deed may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.
 
 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 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked
for the attention of Mr Lamarr Cooler and the Legal Department (but one (1) copy shall
suffice)) with a copy to c/o Star Cruises Limited, Star Cruises Terminal, Pulau Indah,
PO Box No. 288, 42009 Pelabuhan Klang, Selangor Darul Ehsan, Malaysia (marked for the
attention of Mr Gerard Lim). 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 has by fifteen (15) days written notice to the Borrower and the Guarantor
specified another address) be made or delivered to the Agent at its Office, the details
of which are set out in Schedule 2.
 12




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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 Mr Lamarr Cooler) and +1 305 436 4117 (marked for the attention of the
Legal Department) with a copy to +60 3 3884 0213 (marked for the attention of Mr Gerard
Lim) and in the case of the Agent, the Hermes Agent, the Trustee or any Lender is as
recorded in Schedule 2) 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,
the Trustee or any Lender 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, the Trustee or any Lender
to the Borrower and the Guarantor.8.3
    
    The provisions of clauses 18.1, 18.4 and 18.5 of the Loan Agreement shall apply
to this Deed.
 
 9
    
    Governing LawThis Deed shall be governed by English 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.This Clause 10.1 is for the benefit of the Agent and the Lenders only. As a result,
no such party shall be prevented from taking proceedings relating to a Dispute in
any other courts with jurisdiction. To the extent allowed by law, any such party
may take concurrent proceedings in any number of jurisdictions.
 13




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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.10.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent or a
Lender may have (whether under the laws of any country, an international convention or
otherwise) with regard to the bringing of proceedings, the service
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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 ALAN TURNER
    
    
    )for and on behalf of
    
    
    )
    P.A. TURNERPRIDE OF AMERICA SHIP HOLDING, INC.
    
    
    )in the presence of:
    

ALEX
TOSTERINA. TOSTERIN
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by PAUL ALAN TURNER
    
    
    )for and on behalf of
    
    
    )
    P.A. TURNERNCL CORPORATION LTD.
    
    
    )in the presence of:
    

ALEX
TOSTERINA. TOSTERIN
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by STEPHAN
KUCH & ILONKA SCHEFE
    
    
    )for and on behalf of
    
    
    )
    S.
KUCH     I. SCHEFECOMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Hamburg Branch
    
    
    )as an Arranger
    
    
    )in the presence of:
    

CLAAS
RINGLEBENC. RINGLEBEN
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by C.G. POCOCK
    
    
    )for and on behalf of
    
    
    )
    C.G. POCOCKHSBC BANK PLC
    
    
    )as an Arranger
    
    
    )in the presence of:
    

NIGEL
GROOMN. GROOM
    )
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SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
STEFAN KUCH & ILONKA SCHEFE
    
    
    )for and on behalf of
    
    
    )
    S. KUCH & I. SCHEFECOMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Bremen Branch
    
    
    )as a Lender
    
    
    )in the presence of:
    

CLAAS
RINGLEBENC. RINGLEBEN
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by C.G. POCOCK
    
    
    )for and on behalf of
    
    
    )
    C.G. POCOCKHSBC BANK PLC
    
    
    )as a Lender
    
    
    )in the presence of:
    

NIGEL
GROOMN. GROOM
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by W.
PFISTERER & C. DOOLEY
    
    
    )for and on behalf of
    
    
    )
    W.
PFISTERER & C. DOOLEYKfW
    
    
    )as a Lender
    
    
    )in the presence of:
    

BETTINA
VILLINJESB. VILLINJES
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by C.G. POCOCK
    
    
    )
    C.G. POCOCKfor and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )as the Agent
    
    
    )in the presence of:
    

NIGEL
GROOMN. GROOM
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )
    S. KUCH
& I. SCHEFEas the Hermes Agent
    
    
    )in the presence of:
    
    
    )
 16




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##### 



SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by C.G. POCOCK
    
    
    )for and on behalf of
    
    
    )
    C.G. POCOCKHSBC BANK PLC
    
    
    )as the Trustee
    
    
    )in the presence of:
    

NIGEL
GROOM   N. GROOM
    )
 17




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##### 



Schedule 1
 Particulars of Arrangers
 COMMERZBANK AKTIENGESELLSCHAFT
 
 HSBC BANK PLC
 
 18




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##### 



Schedule 2
 Particulars of Agent, Hermes Agent, Trustee and Lenders
 Name and Address
 Agent
 HSBC BANK PLC
 
 Hermes Agent
 COMMERZBANK
AKTIENGESELLSCHAFT
 
 Trustee
 HSBC BANK PLC
 
 19




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##### 



Name and address
    
    Contributionin  or USD equivalent of LendersCOMMERZBANK
    
    90,300,000AKTIENGESELLSCHAFTBremen BranchSchüsselkorb 5-1128195 BremenFederal Republic of GermanyFax: +49 421 363 3390Attn: Mr Siegfried HoffmannEmail: siegfried.hoffmann@commerzbank.comHSBC BANK PLC
    
    90,300,000Project and Export Finance8 Canada SquareLondon E14 5HQFax: +44 (0)20 7992 4428Attn:Mr Alan MarshallEmail: alan.p.marshall@hsbcib.comKfW
    
    77,400,000(formerly known asKreditanstalt für Wiederaufbau)Palmengartenstrasse 5-960325 Frankfurt am MainFederal Republic of GermanyFax: +49 69 7431 2944Attn: Mr Wolfgang PfistererEmail: wolfgang.pfisterer@kfw.de
 20




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##### 



EXHIBIT
4.6
  DATED AS OF 1 JUNE 2005
 PRIDE OF AMERICA SHIP HOLDING, INC.
(as borrower)
 NCL CORPORATION LTD.
(as guarantor)
 COMMERZBANK AKTIENGESELLSCHAFT
Hamburg Branch
HSBC BANK PLC
(as arrangers)
 COMMERZBANK AKTIENGESELLSCHAFT
Bremen Branch
HSBC BANK PLC
KfW
(as lenders)
 HSBC BANK PLC
(as agent)
 COMMERZBANK AKTIENGESELLSCHAFT
(as Hermes agent)
 HSBC BANK PLC
(as trustee)
 
 THIRD SUPPLEMENT TO SECURED LOAN AGREEMENT
dated 4 April 2003 for the equivalent amount in
United States Dollars of up to 40,000,000
pre- and post redelivery finance for one 1,075 cabin luxury cruise vessel
identified with no 7671 and working title Project America
at the yard of Lloyd Werft Bremerhaven GmbH
(tbn PRIDE OF AMERICA)
 
 STEPHENSON HARWOOD
One St Pauls Churchyard
London EC4M 8SH
Tel: +44 (0)20 7329 4422
Fax: + 44 (0)20 7329 7100
Ref: 1253/41-25887/42-02591/43-03502




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##### 



CONTENTS
 Page1
    
    Definitions and Construction
    
    
    22
    
    Amendment of Original Loan Agreement and Security Documents
    
    
    33
    
    Conditions Precedent
    
    
    64
    
    Representations and Warranties
    
    
    105
    
    Expenses
    
    
    116
    
    Further Assurance
    
    
    117
    
    Counterparts
    
    
    128
    
    Notices
    
    
    129
    
    Governing Law
    
    
    1310
    
    Jurisdiction
    
    
    13Schedule 1
    
    Particulars of Arrangers
    
    
    18Schedule 2
    
    Particulars of Agent, Hermes Agent, Trustee and Lenders
    
    
    19




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##### 



THIRD SUPPLEMENTAL AGREEMENT TO THE LOAN AGREEMENT
 DATED 2005
 BETWEEN:
 (1)
    
    PRIDE OF AMERICA SHIP HOLDING, INC.of Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801, United States of America as borrower (sometimes the Second Merger
Partyand sometimes the Borrower);
 (2)
    
    NCL CORPORATION LTD.of Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda (the
Guarantor);
 (3)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 1 as arrangers (collectively
the Arrangersand each individually an Arranger);
 (4)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 2 as lenders (collectively the
Lendersand each individually a Lender);
 (5)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as agent (the Agent);
 (6)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of
Germany as agent (the Hermes Agent); and
 (7)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as trustee (the Trustee).
 WHEREAS
 (A)
    
    By a loan agreement dated 4 April 2003 as amended and/or restated by a first supplemental
agreement thereto dated 20 April 2004 and a second supplemental agreement thereto dated 1 July
2004 (the Original Loan Agreement) entered into between (among others) Ship Holding LLC (the
First Merger Party) 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 Lenders granted to the First Merger Party a
secured loan in the maximum amount of the equivalent in Dollars of forty million Euro
(40,000,000) (the Loan) to part-finance the completion by the Builder of the Vessel for
the Contract Price (as such term is defined in the Original Loan Agreement) on the terms and
conditions therein
contained. The repayment of the Loan by the First Merger Party has been secured by




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##### 



(among other things) a guarantee and indemnity dated 23 April 2004 granted by the Guarantor (the
Guarantee).
 (B)
    
    By a letter dated 4 March 2005 from the Guarantor and the First Merger Party to the Agent,
the Guarantor and the First Merger Party proposed that the First Merger Party be merged with
the Second Merger Party (the Merger), a Delaware corporation limited by shares and a wholly
owned subsidiary of NCL America Holdings, Inc. (the Shareholder), with the Second Merger
Party being the surviving entity.
 (C)
    
    The Lenders, the Agent and the Hermes Agent consented to the Merger as more particularly
described in recital (B) on 19 April 2005 (the Merger Date) on the terms of this third
supplement to the Original Loan Agreement (this Deed). This Deed 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:Effective Datemeans the date on which the conditions precedent set out in Clause
3.1 are fulfilled to the satisfaction of the Agent;Loan Agreementmeans the Original Loan Agreement as amended by this Deed; andSecurity Lettermeans the letter dated the date of this Deed between the Borrower
and the Agent attaching agreed forms of the Security Documents to be executed
pursuant thereto.
 1.2
    
    The provisions of Clauses 1.2 and 1.3 of the Loan Agreement shall apply hereto
(mutatis mutandis).
 2




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##### 



2
    
    Amendment of Original Loan Agreement and Security Documents
 2.1
    
    The parties hereto agree that immediately upon and with effect from the
Restatement Date the Original Loan Agreement (prior to its amendment by the second
supplemental agreement thereto dated 1 July 2004) shall be read and construed as if the
definition of Hermes Loanin clause 1.1 thereof had been deleted and substituted with
the following:Hermes Loanmeans the loan in the maximum amount of the equivalent in Dollars
and/or Euro of two hundred and fifty eight million Euro (258,000,000) to be made
by the Hermes Loan Lenders to the Borrower pursuant to the Hermes Loan Agreement;.
 2.2
    
    The parties hereto agree that immediately upon and with effect from the Merger
the Original Loan Agreement shall be read and construed as if:
 2.2.1
    
    all references to the First Merger Party were references to
the Second Merger Party;2.2.2
    
    the definition of Chargein clause 1.1 thereof had been
deleted and substituted with the following:Chargemeans the charge over the Shares to be given by the Shareholder as
holder (legally and beneficially) of the Shares to the Trustee pursuant to
the Charge Option;;2.2.3
    
    the definition of Charge Optionin clause 1.1 thereof had
been deleted and substituted with the following:Charge Optionmeans the option to take the Charge to be given by the
Shareholder to the Trustee on or before the Effective Date (as such term is
defined in the third supplemental deed to this Agreement), such option and
the Charge being in the form and on the terms and conditions required by the
Agent and the Hermes Agent;;2.2.4
    
    the definition of Memberin clause 1.1 thereof had been
deleted and substituted with the following:
 3




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##### 



Shareholdermeans NCL America Holdings, Inc. of Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801, United States of America;and all references to the Member were substituted with references to the
Shareholder;
 2.2.5
    
    the definition of Membership Interestin clause 1.1 thereof
had been deleted and substituted with the following:Sharesmeans the one thousand (1,000) authorised and issued shares of
common stock in the Borrower legally and beneficially owned by the
Shareholder;;and all references to the Membership Interest were substituted with
references to the Shares;2.2.6
    
    the heading of clause 9.2.20 thereof had been deleted and
substituted with the following:Ownership of shares;2.2.7
    
    the following clause had been inserted as clause 10.22.12 thereof:
 10.22.12
    
    comply, or procure that the Manager will comply, with Annex VI
(Regulations for the Prevention of Air Pollution from Ships) to the
International Convention for the Prevention of Pollution from Ships
1973 (as modified in 1978 and 1997) (as the same may be amended from
time to time) (Annex VI) or any replacement of Annex VI and in
particular, without limitation, to:
 (a)
    
    procure that the
Vessels master and crew are familiar with, and that the
Vessel complies with, Annex VI;(b)
    
    maintain for the
Vessel a valid and current international air pollution
prevention certificate
 4




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##### 



issued under Annex VI and provide a copy to the
Agent; and(c)
    
    notify the Agent
immediately in writing of any actual or threatened
withdrawal, suspension, cancellation or modification of
the IAPCC;
  2.2.8
    
    the address of Star in clause 18.2 thereof had been deleted
and substituted with the following:Star Cruises Terminal, Pulau Indah, PO Box No. 288, 42009 Pelabuhan Klang,
Selangor Darul Ehsan, Malaysia (marked for the attention of Mr Gerard Lim);2.2.9
    
    the telephone number +60 (0)3 2161 3621 in clause 18.3
thereof had been deleted and substituted with the telephone number +60 3 3884
0213; and2.2.10
    
    the following paragraph had been inserted in schedule 4 thereof:
 56 A Certified Copy of a valid international air
pollution prevention certificate issued to the Vessel under Annex VI..
 2.3
    
    Each of the Second Merger Party and the Guarantor hereby confirms to the
Lenders, the Agent, the Hermes Agent and the Trustee that with effect from the
Restatement Date or the Merger Date (as the case may be):
 2.3.1
    
    all references to the Original Loan Agreement (prior to its
amendment by the second supplemental agreement thereto dated 1 July 2004) or
the Original Loan Agreement (as the case may be) in the Security Documents to
which it is a party shall be construed as references to the Original Loan
Agreement (prior to its amendment by the second supplemental agreement thereto
dated 1 July 2004) or the Original Loan Agreement (as the case may be) as
amended by this Deed and all terms used in such Security Documents whose
meanings are defined by reference to the Original Loan Agreement (prior to its
amendment by the second supplemental agreement
 5




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##### 



thereto dated 1 July 2004) or the Original Loan Agreement (as the case may
be) shall be defined by reference to the Original Loan Agreement as so
amended;
 2.3.2
    
    the Security Documents to which it is a party (by virtue of
the Merger in the case of the Second Merger Party) shall apply to, and extend
to secure, the whole of the Outstanding Indebtedness as defined in clause 1.1
of the Original Loan Agreement as amended by this Deed;2.3.3
    
    its obligations under the Security Documents to which it is a
party (by virtue of the Merger in the case of the Second Merger Party) shall
not be discharged, impaired or otherwise affected by reason of the Merger, the
release of the Shareholder from the Charge Option (as defined in the Original
Loan Agreement) or the execution of this Deed or of any of the documents or
transactions contemplated hereby; and2.3.4
    
    its obligations under the Security Documents to which it is a
party (by virtue of the Merger in the case of the Second Merger Party) shall
remain in full force and effect as security for the obligations of the Second
Merger Party as the Borrower under the Original Loan Agreement and the other
Security Documents as amended by this Deed.
 2.4
    
    Except as expressly amended hereby or pursuant hereto the Original Loan
Agreement (prior to its amendment by the second supplemental agreement thereto dated 1
July 2004), the Original Loan Agreement and the Security Documents shall remain in full
force and effect and nothing herein contained shall relieve the Second Merger Party as
the Borrower or any other Obligor from any of its respective obligations under any such
documents.
 
 3
    
    Conditions Precedent
 3.1
    
    The release of the Shareholder from its obligations under the Charge Option (as
defined in the Original Loan Agreement) 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 Certified Copy of the instrument
pursuant to which the Merger was effected (the Certificate
of Merger) and a
 6




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##### 



Certified Copy of the Agreement and Plan of Merger referred to in the
Certificate of Merger;
 3.1.2
    
    on the date of this Deed, one (1) counterpart duly executed by
the Second Merger Party and the Guarantor (in the case of this Deed) and the
Second Merger Party (in respect of the Security Letter) of:
 (a)
    
    this Deed; and(b)
    
    the Security Letter;
 3.1.3
    
    on the date of this Deed, a Certified Copy of the third
supplemental agreement to the Hermes Loan Agreement (as defined in the Original
Loan Agreement) duly executed by the Second Merger Party and the Guarantor (the
amendments to be made to the Hermes Loan Agreement (as defined in the Original
Loan Agreement) pursuant to the third supplemental agreement shall be the same,
mutatis mutandis, as the amendments to be made to the Original Loan Agreement
pursuant to this Deed);3.1.4
    
    one (1) counterpart of the Charge Option duly executed by the
Shareholder;3.1.5
    
    a written confirmation from the Builder evidencing its due
consent to the Merger;3.1.6
    
    a written confirmation from the Borrower that from the date of
this Deed all consents and waivers which are required under the Loan Agreement
or any of the other Security Documents in connection with the Merger have been
given in accordance with the terms of the Loan Agreement or the relevant
Security Document;3.1.7
    
    a written confirmation from the Process Agent that it will act
for the Second Merger Party and the Guarantor as agent for service of process
in England in respect of this Deed and for the Shareholder in respect of the
Charge;
 7




---



##### 



3.1.8
    
    the following corporate documents in respect of each of the
Second Merger Party, the Guarantor and the Shareholder (together the Relevant
Parties):
 (a)
    
    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 and each of the other Security Documents to
which it will become a party 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;(b)
    
    notarially attested secretarys certificate of
each of the Relevant Parties:
 (i)
    
    attaching a copy of its
Certificate of Incorporation and Memorandum of Association and
Bye-Laws (or equivalent constitutional documents) evidencing
power to enter into the transactions contemplated in this Deed
and in the other Security Documents to which it will become a
party pursuant hereto;(ii)
    
    giving the names of its present
officers and directors;(iii)
    
    setting out specimen
signatures of such officers and directors as are authorised by
the Relevant Party to sign documents or otherwise undertake the
performance of that Relevant Partys obligations under this
Deed and the Security Documents or other documents contemplated
hereby to which it will become a party;(iv)
    
    giving the legal owner of its shares and the number of such shares held;(v)
    
    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
 8




---



##### 



any documents contemplated in this Deed and such of the
other Security Documents to which it will become a party and
the issue of any power of attorney to execute the same; and(vi)
    
    containing a declaration of
solvency as at the date of the certificate of the duly
appointed officer of the Relevant Party;
 3.1.9
    
    the original powers of attorney, if any, issued pursuant to
the resolutions referred to above and notarially attested;3.1.10
    
    filing of the UCC-3 amendments with the Secretary of State of Delaware more
particularly described in Clause 4.2.4; and3.1.11
    
    the issue of such favourable written legal opinions including in respect of
Delaware, Bermuda and Germany in such form as the Agent may require relating to
all aspects of the transactions contemplated hereby governed by any applicable
law,
 PROVIDED THAT
 3.2
    
    If the Lenders, acting unanimously, decide (or the Agent in accordance with the
Agency and Trust Deed decides) to permit the release of the Shareholder from its
obligations under the Charge Option (as defined in the Original Loan Agreement) hereby
without 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 Effective Date (or such other period as the Agent may
stipulate) and the release of the Shareholder 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 or the Lenders any obligation to permit the
amendment in the absence of such documents or evidence.
 9




---



##### 



4
    
    Representations and Warranties
 4.1
    
    The Second Merger Party represents and warrants to the Lenders and the Trustee
that with effect from the Merger Date it succeeded to all the rights and obligations of
the First Merger Party including but without limitation all the rights and obligations
of the First Merger Party under the Security Documents to which the First Merger Party
was a party at the Merger Date.4.2
    
    Each of the Borrower and the Guarantor represents and warrants to the Lenders
and the Trustee that:
 4.2.1
    
    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;4.2.2
    
    this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;4.2.3
    
    its entry into and performance of this Deed and the
transactions 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,
  4.2.4
    
    except for the filing of UCC-3 amendments with the Secretary
of State of Delaware evidencing the Merger and the assumption by the Second
Merger Party of the obligations of the First Merger Party under the Security
Documents to which it was a party as the borrower of the Loan,
 10




---



##### 



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 the transactions contemplated thereby have been obtained or
effected and are in full force and effect;
 4.2.5
    
    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 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;4.2.6
    
    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
    
    Expenses
  
 6
    
    Further Assurance
  11




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##### 



Agreed
Form Security Documents
 
 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 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked
for the attention of Mr Lamarr Cooler and the Legal Department (but one (1) copy shall
suffice)) with a copy to c/o Star Cruises Limited, Star Cruises Terminal, Pulau Indah,
PO Box No. 288, 42009 Pelabuhan Klang, Selangor Darul Ehsan, Malaysia (marked for the
attention of Mr Gerard Lim). 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 has by fifteen (15) days written notice to the Borrower and the Guarantor
specified another address) be made or delivered to the Agent at its Office, the details
of which are set out in Schedule 2.8.2
    
    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 Mr Lamarr Cooler) and +1 305 436 4117 (marked for
 12




---



##### 



the attention of the Legal Department) with a copy to +60 3 3884 0213 (marked for
the attention of Mr Gerard Lim) and in the case of the Agent, the Hermes Agent, the
Trustee or any Lender is as recorded in Schedule 2) 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, the Trustee or any Lender 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, the Trustee or any Lender to the Borrower
and the Guarantor.
 8.3
    
    The provisions of clauses 18.1, 18.4 and 18.5 of the Loan Agreement shall apply
to this Deed.
 
 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.This Clause 10.1 is for the benefit of the Agent and the Lenders only. As a result,
no such party shall be prevented from taking proceedings relating to a Dispute in
any other courts with jurisdiction. To the extent allowed by law, any such party
may take concurrent proceedings in any number of jurisdictions.
 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
 13




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##### 



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.10.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent or a
Lender 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.
 14




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##### 



IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by PAUL ALAN TURNER
    
    
    )for and on behalf of
    
    
    )
    P.A. TURNERPRIDE OF AMERICA SHIP HOLDING, INC.
    
    
    )in the presence of:
    
    A.
TOSTEVIN
ALEX TOSTEVIN
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by PAUL ALAN TURNER
    
    
    )for and on behalf of
    
    
    )
    P.A. TURNERNCL CORPORATION LTD.
    
    
    )in the presence of:
    

    A.
TOSTEVIN
ALEX TOSTEVIN
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
STEFAN KUCH  ILONKA SCHEFE
    
    
    )
    S.
KUCH   I. SCHEFE   C. RUNKEfor and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Hamburg Branch
    
    
    )as an Arranger
    
    
    )in the presence of:
    

CHRISTIAN
RUNKE
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
C.G. POCOCK
    
    
    )for and on behalf of
    
    
    )
    C.G. POCOCKHSBC BANK PLC
    
    
    )as an Arranger
    
    
    )in the presence of:
    

N.
GROOM
NIGEL GROOM
    )
 15




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##### 



SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
STEFAN KUCH & ILONKA SCHEFE
    
    
    )for and on behalf of
    
    
    )
    S.
KUCH   I. SCHEFECOMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Bremen Branch
    
    
    )as a Lender
    
    
    )in the presence of:
    

C.
RENKE
CHRISTIAN RENKE
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
C.G. POCOCK
    
    
    )for and on behalf of
    
    
    )
    C.G. POCOCKHSBC BANK PLC
    
    
    )as a Lender
in the presence of:
    

N.
GROOM
NIGEL GROOM
    )
)SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by W.
PFISTERER & C. DOOLEY
    
    
    )for and on behalf of
    
    
    )
    W.
PFISTERER   C. DOOLEYKfW
    
    
    )as a Lender
    
    
    )in the presence of:
    

B.
KILLINGER
BETTINA KILLINGER
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
C.G. POCOCK
    
    
    )for and on behalf of
    
    
    )
    C.G. POCOCKHSBC BANK PLC
    
    
    )as the Agent
    
    
    )in the presence of:
    

N.
GROOM
NIGEL GROOM
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
STEFAN KUCH & ILONKA SCHEFE
    
    
    )for and on behalf of
    
    
    )
    S. KUCH
    I. SCHEFECOMMERZBANK AKTIENGESELLSCHAFT
    
    
    )as the Hermes Agent
    
    
    )in the presence of:
    
C.
RENKE
CHRISTIAN RENKE
    )
 16




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##### 



SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by C.G. POCOCK
    
    
    )for and on behalf of
    
    
    )
    C.G. POCOCKHSBC BANK PLC
    
    
    )as the Trustee
    
    
    )in the presence of:
    

N.
GROOM
NIGEL GROOM
    )
 17




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##### 



Schedule 1
 Particulars of Arrangers
 COMMERZBANK AKTIENGESELLSCHAFT
 
 HSBC BANK PLC
 
 18




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##### 



Schedule 2
 Particulars of Agent, Hermes Agent, Trustee and Lenders
 Name and Address
 Agent
 HSBC BANK PLC
 
 Hermes Agent
 COMMERZBANK
AKTIENGESELLSCHAFT
 
 Trustee
 HSBC BANK PLC
 
 19




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##### 



Name and address
    
    Contributionin USD equivalent of LendersCOMMERZBANK
    
    14,000,000AKTIENGESELLSCHAFTBremen BranchSchüsselkorb 5-1128195 BremenFederal Republic of GermanyFax: +49 421 363 3390Attn: Mr Siegfried HoffmannEmail: siegfried.hoffmann@commerzbank.comHSBC BANK PLC
    
    14,000,000Project and Export Finance8 Canada SquareLondon E14 5HQFax: +44 (0)20 7992 4428Attn: Mr Alan MarshallEmail: alan.p.marshall@hsbcib.comKfW
    
    12,000,000(formerly known asKreditanstalt für Wiederaufbau)Palmengartenstrasse 5-960325 Frankfurt am MainFederal Republic of GermanyFax: +49 69 7431 2944Attn: Mr Wolfgang PfistererEmail: wolfgang.pfisterer@kfw.de
 20




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##### 



EXHIBIT
4.6
 DATED
AS OF 3 AUGUST 2005
 PRIDE OF AMERICA SHIP HOLDING, INC.
(as borrower)
 NCL CORPORATION LTD.
(as guarantor)
 COMMERZBANK AKTIENGESELLSCHAFT
Hamburg Branch
HSBC BANK PLC
(as arrangers)
 COMMERZBANK AKTIENGESELLSCHAFT
Bremen Branch
HSBC BANK PLC
KfW
(as lenders)
 HSBC BANK PLC
(as agent)
 COMMERZBANK AKTIENGESELLSCHAFT
(as Hermes agent)
 HSBC BANK PLC
(as trustee)
 
 FOURTH SUPPLEMENT TO SECURED LOAN AGREEMENT
dated 4 April 2003 for the equivalent amount in
United States Dollars and/or Euro of up to 258,000,000
pre- and post redelivery finance for one 1,075 cabin luxury cruise vessel
identified with no 7671 and working title Project America
at the yard of Lloyd Werft Bremerhaven GmbH
(tbn PRIDE OF AMERICA)
 
 STEPHENSON HARWOOD
One St Pauls Churchyard
London EC4M 8SH
Tel: +44 (0)20 7329 4422
Fax: + 44 (0)20 7329 7100
Ref: 1253/41-25887/42-02591/43-03502




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##### 



CONTENTS
 Page1
    
    Definitions and Construction
    
    
    32
    
    Amendment of Original Loan Agreement and Security Documents
    
    
    33
    
    Conditions Precedent
    
    
    54
    
    Representations and Warranties
    
    
    85
    
    Expenses
    
    
    106
    
    Further Assurance
    
    
    107
    
    Counterparts
    
    
    118
    
    Notices
    
    
    119
    
    Governing Law
    
    
    1210
    
    Jurisdiction
    
    
    12Schedule 1
    
    Particulars of Arrangers
    
    
    16Schedule 2
    
    Particulars of Agent, Hermes Agent, Trustee and Lenders
    
    
    17




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##### 



FOURTH SUPPLEMENTAL AGREEMENT TO THE LOAN AGREEMENT
 DATED 2005
 BETWEEN:
 (1)
    
    PRIDE OF AMERICA SHIP HOLDING, INC.of Corporation Trust Center, 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 arrangers (collectively
the Arrangersand each individually an
Arranger);(4)
    
    THE SEVERAL BANKSparticulars of which are set out in Schedule 2 as lenders (collectively the
Lendersand each individually a
Lender);(5)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as
agent (the Agent);(6)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of
Germany as agent (the Hermes Agent); and(7)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as
trustee (the Trustee).
 WHEREAS
 (A)
    
    By a loan agreement dated 4 April 2003 as amended and/or restated by a first supplemental
agreement thereto dated 20 April 2004, a second supplemental agreement thereto dated 1 July
2004 and a third supplemental agreement thereto dated 1 June 2005 (the Original Loan
Agreement) entered into between the Borrower or its predecessor Ship Holding LLC (SHLLC) 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 Lenders granted to the Borrower a secured loan in the maximum amount
of the equivalent in Dollars and/or Euro of two hundred and fifty eight million Euro
(258,000,000)
(the Loan) to part-finance the completion by the Builder of the Vessel for
the Contract Price (as such term is
defined in the Original Loan Agreement) on the terms and conditions therein contained.




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##### 



The repayment of the Loan by the Borrower has been secured by (among other things) a guarantee
and indemnity dated 23 April 2004 granted by the Guarantor (the
Guarantee).(B)
    
    By a fifth addendum dated 7 June 2005 (the
Building Contract Addendum) to the Building
Contract (as defined in the Original Loan Agreement and as amended by a fourth addendum
thereto dated 13 May 2005) (the Original Building
Contract) the Borrower and the Builder
agreed that of the amount of fifty five million Euro (EUR55,000,000) of the eleventh
instalment of the Contract Price payable by the Borrower to the Builder on the Redelivery Date
pursuant to the Original Building Contract, only the amount of forty nine million three
hundred thousand Euro (EUR49,300,000) would be so payable and the balance of five million
seven hundred thousand Euro (EUR5,700,000) (the Escrow
Monies) would be held in two (2)
separate escrow accounts opened by Clifford Chance LLP and Dr Schackow & Partner, the
Borrowers and the Builders lawyers respectively, with the Agent pending the completion of
certain works as more particularly described in the Building Contract Addendum.(C)
    
    Pursuant to a drawdown notice dated 1 June 2005 as amended by subsequent instructions given
to the Agent on 6 and 7 June 2005, the Borrower requested (i) the fixing of the Interest Rate
in respect of, and drawdown of, Tranche 9 on 6 June 2005 (ii) for the amount of forty nine
million three hundred thousand Euro (EUR49,300,000) to be paid to the Builder on 7 June 2005
and (iii) for the Escrow Monies to be held in the two (2) escrow accounts more particularly
described in recital (B).(D)
    
    The Lenders, the Agent and the Hermes Agent consented to the amendment of the Original
Building Contract and to the fixing of the Interest Rate for Tranche 9 and its drawdown and
remittance as more particularly described in recital (B) on the terms of a letter dated 7 June
2005 from the Borrower to the Agent which shall be deemed to have been replaced by this fourth
supplement to the Original Loan Agreement (this Deed) from the date of this Deed. This Deed
shall be executed as a deed.
 NOW THIS DEED WITNESSES
 2




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##### 



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:Loan Agreementmeans the Original Loan Agreement as amended by this Deed; andMergershall have the meaning set out in the third supplemental agreement dated 1
June 2005 referred to in recital (A).1.2
    
    The provisions of Clauses 1.2 and 1.3 of the Loan Agreement shall apply hereto
(mutatis mutandis).
 
 2
    
    Amendment of Original Loan Agreement and Security Documents
 2.1
    
    Subject to Clause 3, the parties hereto agree that the Original Loan Agreement
shall be read and construed as if:
 2.1.1
    
    the definition of Building Contractin clause 1.1 thereof
had been deleted and substituted with the following:Building Contractmeans the amended and restated shipbuilding contract
dated as of 5 February 2003 between the Borrower and the Builder (being an
amendment and restatement of the shipbuilding contract dated 28 December
2000 between NCLL and the Builder as novated by a contract dated 5 February
2003 between NCLL, the Borrower and the Builder) as amended by a first
addendum thereto dated 7 March 2003, a second addendum thereto dated 14
March 2003, a third addendum thereto dated 1 July 2004, a fourth addendum
thereto dated 13 May 2005 and a fifth addendum thereto dated 7 June 2005 for
the completion and redelivery of the Vessel and Specification No 4-00910
dated 5 February 2003;immediately upon and with effect from 7 June 2005;
 3




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##### 



2.1.2
    
    the definition of Quotation Datein clause 1.1 thereof had
been deleted and substituted with the following:Quotation Datemeans, in relation to any Pre-Redelivery Interest Period
or Interest Period, unless otherwise agreed with the Lenders and the Hermes
Agent, the day on which quotations would ordinarily be given in the relevant
interbank eurocurrency market for Dollar or Euro (as the case may be)
deposits for delivery on the first day of that Pre-Redelivery Interest
Period or Interest PeriodPROVIDED THATif such quotation date is not a
Business Day the quotation date shall be the preceding Business Day;immediately upon and with effect from 6 June 2005;2.1.3
    
    the definition of Termination Datein clause 1.1 thereof had
been deleted and substituted with the following:Termination Datemeans 6 June 2005;immediately upon and with effect from 6 June 2005; and2.1.4
    
    clause 11.1.21 thereof had been deleted and substituted with
the following:The Vessel has not been redelivered to the Borrower by the Builder pursuant
to the Building Contract by 3 December 2005 (or such later date as is agreed
between the Borrower, the Lenders and Hermes).immediately upon and with effect from 6 June 2005.
 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 date of this Deed:
 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
Original Loan Agreement as amended by this Deed and all terms used in such
Security Documents whose meanings are defined by reference to the Original Loan
 4




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##### 



Agreement shall be defined by reference to the Original Loan Agreement as so
amended;2.2.2
    
    the Security Documents to which it is a party (in some cases,
in the case of the Borrower, by virtue of the Merger) shall apply to, and
extend to secure, the whole of the Outstanding Indebtedness as defined in
clause 1.1 of the Original Loan Agreement as amended by this Deed;2.2.3
    
    its obligations under the Security Documents to which it is a
party (by virtue of the Merger in the case of the Borrower) 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 (by virtue of the Merger in the case of the Borrower) shall remain in
full force and effect as security for the obligations of the Borrower under the
Original Loan Agreement and the other Security Documents as amended by this
Deed.
 2.3
    
    Except as expressly amended hereby or pursuant hereto the Original Loan
Agreement and the Security Documents shall remain in full force and effect and nothing
herein contained shall relieve the Borrower or any other Obligor from any of its
respective obligations under any such documents. In particular but without limitation
each of the Borrower and the Guarantor confirms the Borrowers obligation to pay
interest at the Interest Rate on Tranche 9 (in addition to interest at the Interest
Rate on the balance of the Loan) from 6 June 2005 notwithstanding that Tranche 9 (after
deduction of the Escrow Monies) was only paid to the Builder on 7 June 2005.
 
 3
    
    Conditions Precedent
 3.1
    
    The consent of the Lenders, the Agent and the Hermes Agent to the amendment of
the Original Building Contract and the variation of the provisions of the Original Loan
Agreement in relation to Tranche 9 is conditional upon and shall not be effective
unless and until the Agent has received the following in form and substance
satisfactory to it:
 5




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##### 



3.1.1
    
    on the date of this Deed, one (1) counterpart duly executed by
the Borrower and the Guarantor of this Deed;3.1.2
    
    a Certified Copy of the Building Contract Addendum;3.1.3
    
    evidence that the two (2) accounts have been opened with the
Agent for receipt of the Escrow Monies;3.1.4
    
    a second amendment to the Post Redelivery Mortgage (the
Second Mortgage Amendment) duly executed and lodged for recordation at the
United States Coast Guard National Vessel Documentation Center;3.1.5
    
    a written confirmation from the Process Agent that it will act
for the Borrower and the Guarantor as agent for service of process in England
in respect of this Deed;3.1.6
    
    the following corporate documents in respect of each of the
Borrower and the Guarantor (together the Relevant
Parties):
 (a)
    
    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 and the Second Mortgage Amendment 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;(b)
    
    notarially attested secretarys certificate of
each of the Relevant Parties:
 (i)
    
    attaching a copy of its
Certificate of Incorporation and Memorandum of Association and
Bye-Laws (or equivalent constitutional documents) evidencing
power to enter into the transactions contemplated in this Deed
and the Second Mortgage Amendment;(ii)
    
    giving the names of its present
officers and directors;
 6




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##### 



(iii)
    
    setting out specimen
signatures of such officers and directors as are authorised by
the Relevant Party to sign documents or otherwise undertake the
performance of that Relevant Partys obligations under this
Deed, the Second Mortgage Amendment and the other documents
contemplated hereby to which it will become a party;(iv)
    
    giving the legal owner of its
shares and the number of such shares held;(v)
    
    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, the Second Mortgage Amendment and any documents
contemplated in this Deed or the Second Mortgage Amendment and
the issue of any power of attorney to execute the same; and(vi)
    
    containing a declaration of
solvency as at the date of the certificate of the duly
appointed officer of the Relevant Party;
 3.1.7
    
    the original powers of attorney, if any, issued pursuant to
the resolutions referred to above and notarially attested; and3.1.8
    
    the issue of such favourable written legal opinions including
in respect of Delaware and Bermuda in such form as the Agent may require
relating to all aspects of the transactions contemplated hereby governed by any
applicable law,
 PROVIDED THAT
 7




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##### 



3.2
    
    If the Lenders, acting unanimously, decide (or the Agent in accordance with the
Agency and Trust Deed decides) to permit the amendment of the Original Loan Agreement
hereby without 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 date of this Deed (or such other period as the
Agent may stipulate) and the amendment of the Original Loan Agreement 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 or the Lenders any
obligation to permit the amendment 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
and the Trustee that:
 4.1.1
    
    it has the power to enter into and perform this Deed and the
Second Mortgage Amendment and the transactions contemplated hereby and has
taken all necessary action to authorise the entry into and performance of this
Deed, the Second Mortgage Amendment 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, the Second
Mortgage Amendment and the transactions 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,
  8




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##### 



4.1.4
    
    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 Second Mortgage Amendment 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, the Second Mortgage Amendment 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;4.1.6
    
    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;4.1.7
    
    it will procure that the Builder completes the works referred
to in annexes 2 and 3 to the Building Contract Addendum in accordance with the
Building Contract Addendum;4.1.8
    
    if the Builder accepts liability or is adjudged to be liable
to the Borrower in the arbitration proceedings referred to in clause 2.8 of the
Building Contract Addendum, it will either:
 (a)
    
    procure that the Builder completes the works
required to be done in order to remove the cause of the excessive noise
and vibration levels in accordance with the Building Contract Addendum;
or
 9




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##### 



(b)
    
    procure that such works are carried out
promptly by another first class shipbuilder or ship repairer to at
least the same specification as that to which the Builder would have
worked;
 4.1.9
    
    any Escrow Monies received by the Borrower (other than
interest on the Escrow Monies) shall be applied to remedy the works or defect
to which the particular Escrow Monies relate; and4.1.10
    
    any Escrow Monies received by the Borrower following the occurrence of an
Event of Default or a Possible Event of Default shall be paid and applied in
accordance with clause 12 of the Loan Agreement and until so paid and applied
shall be held by the Borrower in trust for and to the order of the Trustee.
 
 5
    
    ExpensesThe Borrower and the Guarantor jointly and severally undertake to reimburse the Agent on
demand 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 Hermes Agent or the Trustee
in respect of the negotiation, preparation, printing, execution, registration and
enforcement of this Deed, the Second Mortgage Amendment and any other documents required in
connection with the implementation of this Deed or the Second Mortgage Amendment.
 
 6
    
    Further AssuranceEach of the Borrower and the Guarantor will, from time to time on being required to do so by
the Agent, do or procure the doing of all such acts and/or execute or procure the execution
of all such documents in a form satisfactory to the Agent and the Hermes Agent as the Agent
and the Hermes Agent may reasonably consider necessary for giving full effect to this Deed
or any of the documents contemplated hereby or securing to the Trustee the full benefit of
the rights, powers and remedies conferred upon the Trustee in any such document.
 10




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##### 



7
    
    CounterpartsThis Deed may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.
 
 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 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked
for the attention of Ms Bonnie Biumi and the Legal Department (but one (1) copy shall
suffice)) with a copy to c/o Star Cruises Limited, Star Cruises Terminal, Pulau Indah,
PO Box No. 288, 42009 Pelabuhan Klang, Selangor Darul Ehsan, Malaysia (marked for the
attention of Mr Gerard Lim). 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 has by fifteen (15) days written notice to the Borrower and the Guarantor
specified another address) be made or delivered to the Agent at its Office, the details
of which are set out in Schedule 2.8.2
    
    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 Ms Bonnie Biumi) and +1 305 436 4117 (marked for the attention of the
Legal Department) with a copy to +60 3 3884 0213 (marked for the attention of Mr Gerard
Lim) and in the case of the Agent, the Hermes Agent, the Trustee or any Lender is as
recorded in Schedule 2) 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,
the Trustee or any Lender 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
 11




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##### 



been notified for the time being for that purpose by the Agent, the Hermes Agent,
the Trustee or any Lender to the Borrower and the Guarantor.8.3
    
    The provisions of clauses 18.1, 18.4 and 18.5 of the Loan Agreement shall apply
to this Deed.
 
 9
    
    Governing LawThis Deed shall be governed by English 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.This Clause 10.1 is for the benefit of the Agent and the Lenders only. As a result,
no such party shall be prevented from taking proceedings relating to a Dispute in
any other courts with jurisdiction. To the extent allowed by law, any such party
may take concurrent proceedings in any number of jurisdictions.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
 12




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##### 



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.10.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent or a
Lender 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
Owen McHugh
    
    
    )for and on behalf of
    
    
    )
    Owen McHughPRIDE OF AMERICA SHIP HOLDING, INC.
    
    
    )in the presence of:
    Cheng Rong Li,
Trainee Solicitor
Stephenson Harwood
One, St. Pauls Churchyard
London
EC4M 85H
    
    )
    C. R. Li
 13




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##### 



SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
Owen McHugh
    
    
    )for and on behalf of
    
    
    )
    Owen McHughNCL CORPORATION LTD.
    
    
    )in the presence of:
    Einar
Blaauw
Clifford Chance
    
    )
    E. BlaauwSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
Marcus Weber  Christian Renke
    
    
    )
    M. Weberfor and on behalf of
    
    
    )
    C. RenkeCOMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Hamburg Branch
    
    
    )as an Arranger
    
    
    )in the presence of:

Svenja
Weber
Commerzbank AG, Assistant
    
    )
    S. WeberSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
C.G. Pocock
    
    
    )
    C.G. Pocockfor and on behalf of
    
    
    )HSBC BANK PLC
as an Arranger
    
    
    )
)in the presence of:
    Nigel Groom
    
    )
    N. GroomSIGNED SEALEDand DELIVEREDas a DEED
    

    
    )by
Siegfried Hoffman & Wolfgang Schmidt
    
    
    )
    S. Hoffmanfor and on behalf of
    
    
    )
    W. SchmidtCOMMERZBANK AKTIENGESELLSCHAFT
    
    
    )Bremen Branch
    
    
    )as a Lender
    
    
    )in the presence of:
    Wolfgang
Gesdwa,Vice President
    
    )
    W. GesdwaSIGNED SEALEDand DELIVEREDas a DEED
by C.G. Pocock
    
    
    )
)
    C.G. Pocockfor and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )as a Lender
    
    
    )in the presence of:
    Nigel Groom
    
    )
    N. Groom
 14




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##### 



SIGNED SEALEDand DELIVEREDas a DEED
by W. PFISTERER & C. DOOLEY
    
    
    )
)for and on behalf of
    
    
    )
    W.
PFISTERER     C. DOOLEYKfW
    
    
    )as a Lender
    
    
    )in the presence of:
    

JUTTA
WELIE
J. WELIE, KFW FRANKFURT, SENIOR PROJECT
MANAGER
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by C.
G. POCOCK
    
    
    )for and on behalf of
    
    
    )
    C.
G. POCOCKHSBC BANK PLC
    
    
    )as the Agent
in the presence of:
    

NIGEL
GROOM
N. GROOM
    )
)SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
for and on behalf of BETEOLOT & ETCER
    
    
    )
    BETEOLOT & ETCERCOMMERZBANK AKTIENGESELLSCHAFT
    
    
    )as the Hermes Agent
    
    
    )in the presence of:
    
    
    )SIGNED SEALEDand DELIVEREDas a DEED
by C.G. POCOCK
    
    
    )
)for and on behalf of
HSBC BANK PLC
as the Trustee

in the presence of:
    

NIGEL
GROOM
N. GROOM
    )
)
)
)
    C.G. POCOCK
 15




---



##### 



Schedule 1
 Particulars of Arrangers
 COMMERZBANK AKTIENGESELLSCHAFT
 
 HSBC BANK PLC
 
 16




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##### 



Schedule 2
 Particulars of Agent, Hermes Agent, Trustee and Lenders
 Name and Address
 Agent
 HSBC BANK PLC
 
 Hermes Agent
 COMMERZBANK
AKTIENGESELLSCHAFT
 
 Trustee
 HSBC BANK PLC
 
 17




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##### 



Name and address
    

Contributionin  or USD equivalent of LendersCOMMERZBANK
    
    
    90,300,000AKTIENGESELLSCHAFTBremen BranchSchüsselkorb 5-1128195 BremenFederal Republic of GermanyFax:       +49 421 363 3390Attn:      Mr Siegfried HoffmannEmail:   siegfried.hoffmann@commerzbank.comHSBC BANK PLC
    
    
    90,300,000Project and Export Finance8 Canada SquareLondon E14 5HQFax:      +44 (0)20 7992 4428Attn:     Mr Alan MarshallEmail:   alan.p.marshall@hsbcib.comKfW
    
    
    77,400,000(formerly known asKreditanstalt für Wiederaufbau)Palmengartenstrasse 5-960325 Frankfurt am MainFederal Republic of GermanyFax:
      +49 69 7431 2944Attn:      Mr Wolfgang PfistererEmail:    wolfgang.pfisterer@kfw.de
 18




---



##### 



EXHIBIT
4.6
 DATED
AS OF 30 SEPTEMBER 2005
 PRIDE OF AMERICA SHIP HOLDING, INC.
(as borrower)
 NCL CORPORATION LTD.
(as guarantor)
 HSBC BANK PLC
(as agent)
 COMMERZBANK AKTIENGESELLSCHAFT
(as Hermes agent)
 HSBC BANK PLC
(as trustee)
 
 FIFTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)
SECURED LOAN AGREEMENT
dated 4 April 2003 for the equivalent amount in
United States Dollars and/or Euro of up to
258,000,000
pre- and post redelivery finance for one 1,075 cabin luxury cruise vessel
identified with no 7671 and working title Project America
at the yard of Lloyd Werft Bremerhaven GmbH
(now named PRIDE OF AMERICA)
 
 STEPHENSON HARWOOD
One St Pauls Churchyard
London EC4M 8SH
Tel: +44 (0)20 7329 4422
Fax: + 44 (0)20 7329 7100
Ref: 1253/41-25887/42-02591/43-03502/44-01536




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##### 



CONTENTS
 Page1
    
    Definitions and Construction
    
    
    12
    
    Amendment of Original Loan Agreement, Original Guarantee and Security Documents
    
    
    23
    
    Conditions Precedent
    
    
    34
    
    Representations and Warranties
    
    
    55
    
    Expenses
    
    
    56
    
    Further Assurance
    
    
    67
    
    Counterparts
    
    
    68
    
    Notices
    
    
    69
    
    Governing Law
    
    
    710
    
    Jurisdiction
    
    
    7Schedule 1
    
    Amendment of Original Loan Agreement
    
    
    9Schedule 2
    
    Amendment of Original Guarantee
    
    
    14Schedule 3
    
    Quarterly Statement of Financial Covenants
    
    
    18




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##### 



FIFTH SUPPLEMENTAL DEED
 DATED 2005
 BETWEEN:
 (1)
    
    PRIDE OF AMERICA SHIP HOLDING, INC.of Corporation Trust Center, 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)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as
agent (the Agent);(4)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of
Germany as agent (the Hermes Agent); and(5)
    
    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 4 April 2003 as amended and/or restated by a first supplemental
agreement thereto dated 20 April 2004, a second supplemental agreement thereto dated 1 July
2004, a third supplemental agreement thereto dated 1 June 2005
(the Third Supplement) and a
fourth supplemental agreement thereto dated 3 August 2005 (the
Original Loan Agreement)
entered into between the Borrower or its predecessor Ship Holding LLC (SHLLC) 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 Lenders granted to the Borrower a secured loan in the maximum amount of the
equivalent in Dollars and/or Euro of two hundred and fifty eight million Euro
(258,000,000) (the Loan) to part-finance the completion by the Builder of the Vessel for
the Contract Price (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 23 April 2004 granted by the Guarantor
(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 to conform such provisions to similar provisions in other loan documentation to
which the Guarantor and/or other members of the NCLC Group are party. This Deed 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:Guaranteemeans the Original Guarantee as amended by this Deed; andLoan Agreementmeans the Original Loan Agreement as amended by this Deed.1.2
    
    The provisions of Clauses 1.2 and 1.3 of the Loan Agreement shall apply hereto
(mutatis mutandis).
 
 2
    
    Amendment of Original Loan Agreement, Original Guarantee and Security Documents
 2.1
    
    Subject to Clause 3, the parties hereto agree that from the date of this Deed
the Original Loan Agreement shall be read and construed as if:
 2.1.1
    
    the clauses referred to in the first column of Schedule 1 had
been amended to read as set out in the second column of Schedule 1; and2.1.2
    
    the definitions of Account Charge and Operating Account in
clause 1.1 had been deleted.
 2.2
    
    Subject to Clause 3, the parties hereto agree that from the date of this Deed
the Original Guarantee shall be read and construed as if:
 2.2.1
    
    the clauses referred to in the first column of Schedule 2 had
been amended to read as set out in the second column of Schedule 2;2.2.2
    
    the definitions of Intangible Assets, Tangible Assets,
Tangible Net Worth and Total Funded Debt in clause 11.4 had been deleted;2.2.3
    
    the following definition had been inserted in clause 11.4: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;; and2.2.4
    
    schedule 1 had been deleted and substituted with Schedule 3.
 2.3
    
    Each of the Borrower and the Guarantor hereby confirms to the Agent, the Hermes
Agent and the Trustee that with effect from the date of this Deed:
 2.3.1
    
    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;2.3.2
    
    the Security Documents to which it is a party (in some cases,
in the case of the Borrower, by virtue of the Merger (as defined in the Third
 2




---



##### 



Supplement)) shall apply to, and extend to secure, the whole of the
Outstanding Indebtedness as defined in clause 1.1 of the Loan Agreement;2.3.3
    
    its obligations under the Security Documents to which it is a
party (in some cases, in the case of the Borrower, by virtue of the Merger)
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; and2.3.4
    
    its obligations under the Security Documents to which it is a
party (in some cases, in the case of the Borrower, by virtue of the Merger)
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.
 2.4
    
    Except as expressly amended hereby or pursuant hereto the Original Loan
Agreement and the Security Documents shall remain in full force and effect and nothing
herein contained shall relieve the Borrower or any other Obligor from any of its
respective obligations under any such documents.
 
 3
    
    Conditions Precedent
 3.1
    
    The consent of the Agent, the Hermes Agent and the Trustee to the variation of
the provisions of the Original Loan Agreement and the Original Guarantee 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, one (1) counterpart of this Deed
duly executed by the Borrower and the Guarantor;3.1.2
    
    a written confirmation from the Process Agent that it will act
for the Borrower and the Guarantor as agent for service of process in England
in respect of this Deed;3.1.3
    
    the following corporate documents in respect of each of the
Borrower and the Guarantor (together the Relevant
Parties):
 (a)
    
    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;(b)
    
    notarially attested secretarys certificate of
each of the Relevant Parties:
 (i)
    
    attaching a copy of its
Certificate of Incorporation and Memorandum of Association and
Bye-Laws (or equivalent constitutional documents) evidencing
power to enter into the transactions contemplated in this Deed;(ii)
    
    giving the names of its present
officers and directors;
 3




---



##### 



(iii)
    
    setting out specimen
signatures of such officers and directors as are authorised by
the Relevant Party to sign documents or otherwise undertake the
performance of that Relevant Partys obligations under this
Deed;(iv)
    
    giving the legal owner of its shares and the number of such shares held;(v)
    
    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 the amendment to the Post Redelivery Mortgage
and the issue of any power of attorney to execute the same; and(vi)
    
    containing a declaration of
solvency as at the date of the certificate of the duly
appointed officer of the Relevant Party;
 3.1.4
    
    the original powers of attorney, if any, issued pursuant to
the resolutions referred to above and notarially attested;3.1.5
    
    a third amendment to the Post Redelivery Mortgage duly
executed and lodged for recordation at the United States Coast Guard National
Vessel Documentation Center; and3.1.6
    
    the issue of such favourable written legal opinions including
in respect of Delaware and Bermuda in such form as the Agent may require
relating to all aspects of the transactions contemplated hereby governed by any
applicable law,
 PROVIDED THAT
 3.2
    
    If 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
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 date of this Deed (or such other period as the Agent
may stipulate) and the amendment 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 in the absence of such documents or evidence.
 4




---



##### 



4
    
    Representations and Warranties
 4.1
    
    Each of the Borrower and the Guarantor represents and warrants to 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 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,
 nor result in the creation or imposition of any Encumbrance on it or its
assets pursuant to the provisions of any such agreement or document and in
particular but without prejudice to the foregoing the entry into and
performance of this Deed and the transactions contemplated hereby and
thereby will not render invalid, void or voidable any security granted by it
to the Trustee;4.1.4
    
    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 Agent, the Hermes Agent and/or
the Trustee in deciding whether or not to enter into this Deed.
 
 5
    
    Expenses
 The Borrower and the Guarantor jointly and severally undertake to reimburse the Agent on
demand 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
 5




---



##### 



and expenses of legal and other advisers) incurred by the Agent, the Hermes Agent 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
 Each of the Borrower and the Guarantor will, from time to time on being required to do so by
the Agent, do or procure the doing of all such acts and/or execute or procure the execution
of all such documents in a form satisfactory to the Agent and the Hermes Agent as the Agent
and the Hermes Agent may reasonably consider necessary for giving full effect to this Deed
or any of the documents contemplated hereby or securing to the Trustee the full benefit of
the rights, powers and remedies conferred upon the Agent, the Hermes Agent or the Trustee in
any such document.
 
 7
    
    Counterparts
 This Deed may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.
 
 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 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked
for the attention of Ms Bonnie Biumi and the Legal Department (but one (1) copy shall
suffice)) with a copy to c/o Star Cruises Limited, Star Cruises Terminal, Pulau Indah,
PO Box No. 288, 42009 Pelabuhan Klang, Selangor Darul Ehsan, Malaysia (marked for the
attention of Mr Gerard Lim). 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 has by fifteen (15) days written notice to the Borrower and the Guarantor
specified another address) be made or delivered to the Agent at its Office, the details
of which are set out in schedule 2 of the Original Loan Agreement.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 Ms Bonnie Biumi) and +1 305 436 4117 (marked for the attention of the
Legal Department) with a copy to +60 3 3884 0213 (marked for the attention of Mr Gerard
Lim) and in the case of the Agent, the Hermes Agent or the Trustee is as recorded in
schedule 2 of the Original Loan Agreement) 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
 6




---



##### 



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.
 
 9
    
    Governing Law
 This Deed shall be governed by English 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.This Clause 10.1 is for the benefit of the Agent, the Hermes Agent and the Trustee
only. As a result, no such party shall be prevented from taking proceedings
relating to a Dispute in any other courts with jurisdiction. To the extent allowed
by law, any such party may take concurrent proceedings in any number of
jurisdictions.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.
 7




---



##### 



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.10.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent, 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 ALAN TURNER
    
    
    )for and on behalf of
    
    
    )
    P.A. TURNERPRIDE OF AMERICA SHIP HOLDING, INC.
    
    
    )in the presence of:
    

VIJAY
JEYARATNAM
V. JEYARATNAM
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by PAUL ALAN TURNER
    
    
    )for and on behalf of
    
    
    )
    P.A. TURNERNCL CORPORATION LTD.
    
    
    )in the presence of:
    

LUKE
CLARK
TRAINEE SOLICITOR
CLIFFORD CHANCE LLP
10 UPPER BANK STREET
LONDON E14 5JJ
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by ILONKA SCHEFE / MARTIN HUGGER
    
    
    )for and on behalf of
    
    
    )
    I/ SCHEFE / M. HUGGERCOMMERZBANK AKTIENGESELLSCHAFT
    
    
    )as the Hermes Agent
    
    
    )in the presence of:
    

CHRISTIAN
RUNKE, ASSISTANT MANAGER
COMMERZBANK AKTIENGESELLSCHAFT
GLOBAL SHIPPING
NESS 7-9
20457 HAMBURG
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by CHRISTOPHER GEOFFREY POCOCK
    
    
    )for and on behalf of
    
    
    )
    C.G. POCOCKHSBC BANK PLC
    
    
    )as the Agent and the Trustee
    
    
    )in the presence of:
    

ROBIRT
IAN HOSSACK, MANAGER     
R.I. HOSSACK
HSBC BANK PLC
PROJECT AND EXPORT FINANCE
LEVEL 17
8 CANADA SQUARE
LONDON E14 5HQ
    )
 8




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##### 



Schedule 1
 Amendment of Original Loan Agreement
 Definition/Clause
    
    AmendmentClause 1.1,
Indebtedness for
Borrowed Money
    
    Indebtedness for Borrowed Moneymeans Financial Indebtedness (whether present or future, actual or contingent,
long-term or short-term, secured or unsecured) in respect of:(i)
    
    moneys borrowed or raised;(ii)
    
    the advance or extension of credit (including interest and other charges on or in respect of any of the
foregoing);(iii)
    
    the amount of any liability in respect of leases which, in accordance with GAAP, are capital leases;(iv)
    
    the amount of any liability in respect of the purchase price for assets or services payment of which is deferred
for a period in excess of one hundred and eighty (180) days;(v)
    
    all reimbursement obligations whether contingent or not in respect of amounts paid under a letter of credit or
similar instrument; and(vi)
    
    (without double counting) any guarantee of Financial Indebtedness falling within paragraphs (i) to (v) above;PROVIDED THATthe following shall not constitute Indebtedness for Borrowed Money:(a)
    
    loans and advances made by other members of the NCLC Group which are subordinated to the rights of the Lenders; and(b)
    
    loans and advances made by Star which are subordinated to the rights of the Lenders.
 9




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##### 



Definition/Clause
    
    AmendmentClause 1.1,
Permitted Liens
    
    Permitted Liensmeans (i) any Encumbrance created by or pursuant to the Security Documents (ii) liens on the Vessel
up to an aggregate amount at any time not exceeding ten million Dollars (USD10,000,000) for current crews wages and
salvage and liens incurred in the ordinary course of trading the Vessel (iii) the Commercial Loan Security Documents
(iv) any deposits or pledges to secure the performance of bids, tenders, bonds or contracts (v) any Encumbrance in
respect of existing Financial Indebtedness of a person which becomes a Subsidiary of the Guarantor or is merged with
or into the Guarantor or any of its Subsidiaries (vi) any other Encumbrance notified by any of the Obligors to the
Agent prior to 4 April 2003 (vii) liens on assets leased, acquired or upgraded after the Restatement Date or assets
newly constructed or converted after the Restatement Date provided that (a) such liens secure Financial Indebtedness
otherwise permitted under this Agreement (b) such liens are incurred within one (1) year following such lease,
acquisition, upgrade, construction or conversion and (c) the Financial Indebtedness secured by such liens does not
exceed the cost of such upgrade or the cost of such assets acquired or leased (viii) statutory and other similar liens
arising in the ordinary course of business unrelated to Financial Indebtedness and securing obligations not yet
delinquent or which are being contested in good faith by appropriate proceedings and for which adequate reserves have
been established and (ix) liens arising out of the existence of judgments or awards in respect of the Guarantor or any
of its Subsidiaries, provided that the aggregate amount of all cash and the fair market value of all other property
subject to such liens as are described in paragraphs (vii) to (ix) above does not exceed ten million Dollars
(USD10,000,000);Clause 1.1,
Security Documents
    
    Security Documentsmeans this Agreement, the Guarantee, the Hermes Cover, the Building Contract, Refund Guarantee
and Performance Guarantees Assignment, the Construction Risks Insurance Assignment, the Supervision Agreement
Assignment, the Management Agreement Assignment, the Sub-Agency Agreement Assignment, the Mortgages, the Charge
Option, the Charge, the Earnings Assignment, the Insurance Assignment and all such other documents as may be executed
at any time in favour of (among others) the Trustee, the Hermes Agent and/or any of the Lenders as security for the
obligations of the Borrower, the other Obligors and the Builder whether executed pursuant to the express provisions of
this Agreement or otherwise howsoever;Clause 7.6 (Earnings)
    
    Provided no Event of Default or Possible Event of Default has occurred (following which the Agent shall (inter alia)
be entitled to request the Borrower to give notice pursuant to clause 3 of the Earnings Assignment and apply such
Earnings in accordance with Clause 12.1) such Earnings shall throughout the Security Period be at the free disposal of
the Borrower.
 10




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##### 



Definition/Clause
    
    AmendmentClause 10.2.2
    
    as soon as practicable (and in any event within sixty (60) days of the end of each quarter of each financial year) a
Certified Copy of the unaudited consolidated accounts of the NCLC Group and the unaudited accounts of the Borrower for
that quarter (commencing with unaudited accounts made up to 31 March 2004);Clause 10.2.4
    
    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 Borrower, threatened (and for this purpose proceedings
shall be deemed to be material if they involve a claim in an amount exceeding ten million Dollars (USD10,000,000) or
the equivalent in another currency).Clause 10.18.1
    
    The Borrower will from time to time (but at intervals no more frequently than annually at the Borrower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, procure that the Vessel is valued by an independent reputable shipbroker or shipvaluer
experienced in valuing cruise ships appointed by the Borrower and approved by the Agent (which approval shall not be
unreasonably withheld or delayed and such valuation to be made with or without taking into account the benefit or
otherwise of any fixed employment relating to the Vessel as the Agent may require).Clause 10.21.13
    
    not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the
Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any
other currency and not being a claim arising out of a Total Loss;Clause 10.21.14
    
    promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the
Vessel involving an amount in excess of ten million Dollars (USD10,000,000);Clause 10.22.8(a)
    
    accidents to the Vessel involving repairs the cost of which will or is likely to exceed ten million Dollars
(USD10,000,000);
 11




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##### 



Definition/Clause
    
    AmendmentClause 10.22.9
    
    promptly pay and discharge all debts, damages and liabilities, taxes, assessments, charges, fines, penalties, tolls,
dues and other outgoings in respect of the Vessel and keep proper books of account in respect thereof PROVIDED ALWAYS
THATthe Borrower shall not be obliged to compromise any debts, damages and liabilities as aforesaid which are being
contested in good faith subject always that full details of any such contested debt, damage or liability which, either
individually or in aggregate exceeds ten million Dollars (USD10,000,000) shall forthwith be provided to the Agent. As
and when the Agent may so require the Borrower will make such books available for inspection on behalf of the Agent
and provide evidence satisfactory to the Agent that the wages and allotments and the insurance and pension
contributions of the master and crew are being regularly paid, that all deductions of crews wages in respect of any
tax liability are being properly accounted for and that the master has no claim for disbursements other than those
incurred in the ordinary course of trading on the voyage then in progress or completed prior to such inspection;Clause 10.22.10
    
    maintain the type of the Vessel as at the Redelivery Date and not put the Vessel into the possession of any person
without the prior consent of the Agent for the purpose of work being done on it in an amount exceeding or likely to
exceed ten million Dollars (USD10,000,000) unless such person shall first have given to the Agent a written
undertaking addressed to the Agent in terms satisfactory to the Agent agreeing not to exercise a lien on the Vessel or
its Earnings for the cost of such work or for any other reason;Clause 10.22.11
(final paragraph)
    
    PROVIDED ALWAYS THATthe Borrower shall not be obliged to compromise any liabilities as aforesaid which are being
contested in good faith subject always that full details of any such contested liabilities which, either individually
or in aggregate, exceed ten million Dollars (USD10,000,000) shall be forthwith provided to the Agent. If the Vessel
is arrested or detained for any reason it will procure its immediate release by providing bail or taking such other
steps as the circumstances may require;Clause 11.1.2.(a)
    
    Any Obligor or the Builder fails to comply with any other material provision of any Security Document or there is any
other material breach in the sole opinion of the Agent of any of the Transaction Documents and such failure (if in the
opinion of the Agent in its sole discretion it is capable of remedy) continues unremedied for a period of thirty (30)
days from the date of its occurrence and in any such case as aforesaid the Agent in its sole discretion considers that
such failure is or could reasonably be expected to become materially prejudicial to the interests, rights or position
of the Lenders; or
 12




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##### 



Definition/Clause
    
    AmendmentClause 11.1.4(i)
    
    No Event of Default will arise if the relevant Financial Indebtedness is not accelerated or, if it is accelerated but,
in aggregate, the Financial Indebtedness is less than ten million Dollars (USD10,000,000); andClause 11.1.9
    
    Any distress, execution, attachment or other process affects the whole or any substantial part of the assets of any
member of the NCLC Group and remains undischarged for a period of twenty one (21) days or any uninsured judgment in
excess of ten million Dollars (USD10,000,000) following final appeal remains unsatisfied for a period of thirty (30)
days in the case of a judgment made in the United States of America and otherwise for a period of sixty (60) days
PROVIDED THATno Event of Default shall be deemed to have occurred unless the distress, execution, attachment or other
process adversely affects any Obligors ability to meet any of its material obligations under this Agreement or the
other Security Documents or cause to occur any of the events specified in sub-clauses 11.1.5 to 11.1.8 of this Clause
(the determination of which shall be in the Agents sole discretion).
 13




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##### 



Schedule 2
 Amendment of Original Guarantee
 Definition/Clause
    
    AmendmentClause 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);Clause 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;Clause 9.2.4(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;Clause 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 an
Agent, a valuation of each of the vessels in the NCLC Fleet obtained in accordance with the provisions of clause
10.18 of the relevant Loan Agreement;Clause 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 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);
 14




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##### 



Definition/Clause
    
    AmendmentClause 9.2.8
    
    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 ten million Dollars
(USD10,000,000) or the equivalent in another currency); andClause 11.1.1
    
    at all times the minimum Free Liquidity will be not less than fifty million Dollars (USD50,000,000);Clause 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(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); andClause 11.1.3
    
    as at 31 December 2004 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:(a)
    
    nought point six five (0.65) to one (1.0) for financial quarters ending on or before 31 December 2007; and(b)
    
    nought point six (0.6) to one (1.0) for each subsequent financial quarter.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.
 15




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##### 



Definition/Clause
    
    AmendmentClause 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 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 do not or
will 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:(a)
    
    any individual or any Third Party:(i)
    
    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(ii)
    
    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; orand, at the same time as any of the events described in paragraphs (i) or (ii) of this Clause have occurred and are
continuing, the Lim Family together or individually 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(b)
    
    the Guarantor ceases to be a listed company on an Approved Stock Exchange without the prior written consent of
each of the Agents,(and, for the purpose of this Clause 11.2.2 controlof any company, limited partnership or other legal entity (a
body corporate) by a member of the Lim Family, means that one (1) or more members of the Lim Family has, directly
or indirectly, the power to direct the management and policies of such a body corporate, whether through the
ownership of more than fifty per cent (50%) of the issued voting capital of that body corporate or by contract,
trust or other arrangement).
 16




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##### 



Definition/Clause
    
    AmendmentClause 11.4, Cash
Balance
    
    Cash Balancemeans, at any date of determination, the unencumbered and otherwise unrestricted cash and cash
equivalents of the NCLC Group;Clause 11.4,
Consolidated
EBITDA
    
    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 any other non-cash charges and deferred income tax expense for such period;Clause 11.4,
Consolidated
Interest Expense
    
    Consolidated Interest Expensemeans, for any relevant period, the consolidated interest expense (excluding
capitalised interest) of the NCLC Group for such period;Clause 11.4, Total
Capitalisation
    
    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 each of the Agents in the case of the
first three (3) quarters of each financial year and the then latest Accounts delivered to each of the Agents in the
case of the final quarter of each financial year;Clause 11.4, Total
Net Funded Debt
    
    Total Net Funded Debtmeans, as at any relevant date:(a)
    
    Indebtedness for Borrowed Money of the NCLC Group; and(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;
 17




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##### 



Schedule 3
 Quarterly Statement of Financial Covenants
 TO:
    
    HSBC BANK PLCProject and Export Finance8 Canada SquareLondon E14 5HQEnglandAttn: Mr Alan Marshall(as the Hermes Loan Agent and the Commercial Loan Agent (as each such term is defined in the
Guarantee (as hereinafter defined))
 Guarantee
 Guarantor"
 NCL CORPORATION LTD.
 By: [          ]Chief Financial OfficerDated:           20[  ]
 18




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##### 



Schedule
 Statement of Financial Covenants as of [ ] 20[ ] (in USD000)
 Clause (ofGuarantee)
    
    
    
    as of [·]
    
    Required Covenants11.1.1/
11.1.2(b)**
    
    Free Liquidity
    
    A
    
    
    
    A>USD50,000,000
(11.1.1)**A>USD100,000,000
(11.1.2(b))**11.1.2(a)
    
    Consolidated EBITDA:
    
    B
    
    
    
    >1.25:1Consolidated Debt Service
    
    C11.1.3
    
    Total Net Funded Debt:
    
    D
    
    
    
    <0.65:1 up to 31
December 2007
<0.60:1 thereafterTotal Capitalisation
    
    E
 Consolidated EBITDAConsolidated Net Income (loss)
    
    x(Deduct)/Add:
    
    (Gain)/Loss on sale of assets or reserves
    
    xAdd:
    
    Consolidated Interest Expense
    
    xAdd:
    
    Depreciation and amortisation of assets
    
    xAdd:
    
    Impairment charges
    
    x(Deduct)/Add:
    
    Other non-recurring charge (gain)
    
    xAdd:
    
    Deferred income tax expense
    
    xConsolidated EBITDA
    
    x
    
    BConsolidated Debt ServicePrincipal paid/payable (excluding balloon payments, voluntary
prepayments/repayments on sale/total loss of an NCLC Fleet
vessel)
    
    xAdd:
    
    Consolidated Interest Expense
    
    xDistributions
    
    xRent under capitalised leases
    
    xConsolidated Debt Service
    
    x
    
    CTotal Net Funded DebtIndebtedness for Borrowed Money
    
    xAdd:
    
    Guarantees of non-NCLC Group members obligations
    
    xxDeduct:
    
    Cash Balance
    
    (x)Total Net Funded Debt
    
    (x)
    
    DTotal CapitalisationTotal Net Funded Debt
    
    xAdd:
    
    Consolidated stockholders equity
    
    xTotal Capitalisation
    
    x
    
    E
 19




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##### 



NCL CORPORATION LTD.
 [          ]
  [          ]
Chief Financial OfficerNCL CORPORATION LTD.
  
 **
    
    Evidence satisfactory to the Agent of A at all times during the relevant period shall be
provided together with this statement 20




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##### 



EXHIBIT
4.6
 DATED
AS OF 30 SEPTEMBER 2005
 PRIDE OF AMERICA SHIP HOLDING, INC.
(as borrower)
 NCL CORPORATION LTD.
(as guarantor)
 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 4 April 2003 for the equivalent amount in
United States Dollars of up to 40,000,000
pre- and post redelivery finance for one 1,075 cabin luxury cruise vessel
identified with no 7671 and working title Project America
at the yard of Lloyd Werft Bremerhaven GmbH
(now named PRIDE OF AMERICA)
 
 STEPHENSON HARWOOD
One St Pauls Churchyard
London EC4M 8SH
Tel: +44 (0)20 7329 4422
Fax: + 44 (0)20 7329 7100
Ref: 1253/41-25887/42-02591/43-03502/44-01536




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##### 



CONTENTS
 Page1
    
    Definitions and Construction
    
    
    12
    
    Amendment of Original Loan Agreement, Original Guarantee and Security Documents
    
    
    23
    
    Conditions Precedent
    
    
    34
    
    Representations and Warranties
    
    
    45
    
    Expenses
    
    
    56
    
    Further Assurance
    
    
    67
    
    Counterparts
    
    
    68
    
    Notices
    
    
    69
    
    Governing Law
    
    
    710
    
    Jurisdiction
    
    
    7Schedule 1
    
    Amendment of Original Loan Agreement
    
    
    9Schedule 2
    
    Amendment of Original Guarantee
    
    
    14Schedule 3
    
    Quarterly Statement of Financial Covenants
    
    
    18




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##### 



FOURTH SUPPLEMENTAL DEED
 DATED 2005
 BETWEEN:
 (1)
    
    PRIDE OF AMERICA SHIP HOLDING, INC.of Corporation Trust Center, 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)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as
agent (the Agent)(4)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of
Germany as agent (the Hermes Agent) and(5)
    
    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 4 April 2003 as amended and/or restated by a first supplemental
agreement thereto dated 20 April 2004, a second supplemental agreement thereto dated 1 July
2004 and a third supplemental agreement thereto dated 1
June 2005 (the Third Supplement)
entered into between the Borrower or its predecessor Ship Holding LLC (SHLLC) 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
maximum amount of the equivalent in Dollars of forty million Euro
(40,000,000) (the Loan)
to part-finance the completion by the Builder of the Vessel for the Contract Price (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 23 April 2004 granted by the Guarantor (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 to conform such provisions to similar provisions in other loan documentation to
which the Guarantor and/or other members of the NCLC Group are party. This Deed 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




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##### 



the meanings set out therein. In addition, the following terms and expressions
shall have the meanings set out below:Guaranteemeans the Original Guarantee as amended by this Deed; andLoan Agreementmeans the Original Loan Agreement as amended by this Deed.1.2
    
    The provisions of Clauses 1.2 and 1.3 of the Loan Agreement shall apply hereto
(mutatis mutandis).
 
 2
    
    Amendment of Original Loan Agreement, Original Guarantee and Security Documents
 2.1
    
    Subject to Clause 3, the parties hereto agree that from the date of this Deed
the Original Loan Agreement shall be read and construed as if:
 2.1.1
    
    the clauses referred to in the first column of Schedule 1 had
been amended to read as set out in the second column of Schedule 1; and2.1.2
    
    the definitions of Account Charge and Operating Account in
clause 1.1 had been deleted.
 2.2
    
    Subject to Clause 3, the parties hereto agree that from the date of this Deed
the Original Guarantee shall be read and construed as if:
 2.2.1
    
    the clauses referred to in the first column of Schedule 2 had
been amended to read as set out in the second column of Schedule 2;2.2.2
    
    the definitions of Intangible Assets, Tangible Assets,
Tangible Net Worth and Total Funded Debt in clause 11.4 had been deleted;2.2.3
    
    the following definition had been inserted in clause 11.4: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;; and2.2.4
    
    schedule 1 had been deleted and substituted with Schedule 3.
 2.3
    
    Each of the Borrower and the Guarantor hereby confirms to the Agent, the Hermes
Agent and the Trustee that with effect from the date of this Deed:
 2.3.1
    
    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;2.3.2
    
    the Security Documents to which it is a party (in some cases,
in the case of the Borrower, by virtue of the Merger (as defined in the Third
 2




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##### 



Supplement)) shall apply to, and extend to secure, the whole of the
Outstanding Indebtedness as defined in clause 1.1 of the Loan Agreement;2.3.3
    
    its obligations under the Security Documents to which it is a
party (in some cases, in the case of the Borrower, by virtue of the Merger)
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; and2.3.4
    
    its obligations under the Security Documents to which it is a
party (in some cases, in the case of the Borrower, by virtue of the Merger)
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.
 2.4
    
    Except as expressly amended hereby or pursuant hereto the Original Loan
Agreement and the Security Documents shall remain in full force and effect and nothing
herein contained shall relieve the Borrower or any other Obligor from any of its
respective obligations under any such documents.
 
 3
    
    Conditions Precedent
 3.1
    
    The consent of the Agent, the Hermes Agent and the Trustee to the variation of
the provisions of the Original Loan Agreement and the Original Guarantee 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, one (1) counterpart of this Deed
duly executed by the Borrower and the Guarantor;3.1.2
    
    a written confirmation from the Process Agent that it will act
for the Borrower and the Guarantor as agent for service of process in England
in respect of this Deed;3.1.3
    
    the following corporate documents in respect of each of the
Borrower and the Guarantor (together the Relevant
Parties):
 (a)
    
    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;(b)
    
    notarially attested secretarys certificate of
each of the Relevant Parties:
 (i)
    
    attaching a copy of its
Certificate of Incorporation and Memorandum of Association and
Bye-Laws (or equivalent constitutional documents) evidencing
power to enter into the transactions contemplated in this Deed;(ii)
    
    giving the names of its present
officers and directors;
 3




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(iii)
    
    setting out specimen
signatures of such officers and directors as are authorised by
the Relevant Party to sign documents or otherwise undertake the
performance of that Relevant Partys obligations under this
Deed;(iv)
    
    giving the legal owner of its shares and the number of such shares held;(v)
    
    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 the amendment to the Mortgage and the issue of
any power of attorney to execute the same; and(vi)
    
    containing a declaration of
solvency as at the date of the certificate of the duly
appointed officer of the Relevant Party;
 3.1.4
    
    the original powers of attorney, if any, issued pursuant to
the resolutions referred to above and notarially attested;3.1.5
    
    a third amendment to the Mortgage duly executed and lodged for
recordation at the United States Coast Guard National Vessel Documentation
Center; and3.1.6
    
    the issue of such favourable written legal opinions including
in respect of Delaware and Bermuda in such form as the Agent may require
relating to all aspects of the transactions contemplated hereby governed by any
applicable law,
 PROVIDED THATno Event of Default and no Possible Event of Default has occurred and
is continuing on the date on which the conditions precedent set out in this Clause
3.1 have been satisfied (subject to Clause 3.2).3.2
    
    If 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
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 date of this Deed (or such other period as the Agent
may stipulate) and the amendment 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 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 Agent,
the Hermes Agent and the Trustee that:
 4




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##### 



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 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,
 nor result in the creation or imposition of any Encumbrance on it or its
assets pursuant to the provisions of any such agreement or document and in
particular but without prejudice to the foregoing the entry into and
performance of this Deed and the transactions contemplated hereby and
thereby will not render invalid, void or voidable any security granted by it
to the Trustee;4.1.4
    
    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 Agent, the Hermes Agent and/or
the Trustee in deciding whether or not to enter into this Deed.
 
 5
    
    ExpensesThe Borrower and the Guarantor jointly and severally undertake to reimburse the Agent on
demand 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 Hermes Agent 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.
 5




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6
    
    Further AssuranceEach of the Borrower and the Guarantor will, from time to time on being required to do so by
the Agent, do or procure the doing of all such acts and/or execute or procure the execution
of all such documents in a form satisfactory to the Agent and the Hermes Agent as the Agent
and the Hermes Agent may reasonably consider necessary for giving full effect to this Deed
or any of the documents contemplated hereby or securing to the Trustee the full benefit of
the rights, powers and remedies conferred upon the Agent, the Hermes Agent or the Trustee in
any such document.
 
 7
    
    CounterpartsThis Deed may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.
 
 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 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked
for the attention of Ms Bonnie Biumi and the Legal Department (but one (1) copy shall
suffice)) with a copy to c/o Star Cruises Limited, Star Cruises Terminal, Pulau Indah,
PO Box No. 288, 42009 Pelabuhan Klang, Selangor Darul Ehsan, Malaysia (marked for the
attention of Mr Gerard Lim). 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 has by fifteen (15) days written notice to the Borrower and the Guarantor
specified another address) be made or delivered to the Agent at its Office, the details
of which are set out in schedule 2 of the Original Loan Agreement.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 Ms Bonnie Biumi) and +1 305 436 4117 (marked for the attention of the
Legal Department) with a copy to +60 3 3884 0213 (marked for the attention of Mr Gerard
Lim) and in the case of the Agent, the Hermes Agent or the Trustee is as recorded in
schedule 2 of the Original Loan Agreement) 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.
 6




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##### 



9
    
    Governing LawThis Deed shall be governed by English 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.This Clause 10.1 is for the benefit of the Agent, the Hermes Agent and the Trustee
only. As a result, no such party shall be prevented from taking proceedings
relating to a Dispute in any other courts with jurisdiction. To the extent allowed
by law, any such party may take concurrent proceedings in any number of
jurisdictions.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.10.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent, the
Hermes Agent or the Trustee may have (whether under the laws of any country,
 7




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##### 



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 ALAN TURNER
    
    
    )for and on behalf of
    
    
    )
    P.A. TURNERPRIDE OF AMERICA SHIP HOLDING, INC.
    
    
    )in the presence of:
    

VIJAY
JEYARATNAM
V. JEYARATNAM
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
PAUL ALAN TURNER
    
    
    )for and on behalf of
    
    
    )
    P.A. TURNERNCL CORPORATION LTD.
    
    
    )in the presence of:
    

LUKE
CLARK
TRAINEE SOLICITOR
CLIFFORD CHANCE
10 UPPERBANK STREET
LONDON E14 5JJ
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
MARTIN HUGGER / ILONKA SCHEFE
    
    
    )for and on behalf of
    
    
    )
    M.
HUGGER   I. SCHEFECOMMERZBANK AKTIENGESELLSCHAFT
    
    
    )as the Hermes Agent
    
    
    )
)in the presence of:
    

CHRISTIAN
RENKE   C. RENKE
ASSISTANT MANAGER
COMMERZBANK AKTIENGESELLSCHAFT    
GLOBAL SHIPPING
NESS 7-9
20457 HAMBURGSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
CHRISTOPHER GEOFFREY POCOCK
    
    
    )for and on behalf of
    
    
    )
    C.G. POCOCKHSBC BANK PLC
    
    
    )as the Agent and the Trustee
    
    
    )
)in the presence of:
    

R.I.
HOSSACK
ROBIRT IAN HOSSACK
MANAGER
HSBC BANK PLC
PROJECT & EXPORT FINANCE
LEVEL 17
8 CANADA SQUARE
LONDON E14 5HQ
 8




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##### 



Schedule 1
 Amendment of Original Loan Agreement
 Definition/Clause
    
    AmendmentClause 1.1.,
Indebtedness for
Borrowed Money
    
    Indebtedness for Borrowed Moneymeans Financial Indebtedness (whether present or future, actual or contingent,
long-term or short-term, secured or unsecured) in respect of:(i)
    
    moneys borrowed or raised;(ii)
    
    the advance or extension of credit (including interest and other charges on or in respect of any of the
foregoing);(iii)
    
    the amount of any liability in respect of leases which, in accordance with GAAP, are capital leases;(iv)
    
    the amount of any liability in respect of the purchase price for assets or services payment of which is deferred
for a period in excess of one hundred and eighty (180) days;(v)
    
    all reimbursement obligations whether contingent or not in respect of amounts paid under a letter of credit or
similar instrument; and(vi)
    
    (without double counting) any guarantee of Financial Indebtedness falling within paragraphs (i) to (v) above;PROVIDED THATthe following shall not constitute Indebtedness for Borrowed Money:(a)
    
    loans and advances made by other members of the NCLC Group which are subordinated to the rights of the Lenders; and(b)
    
    loans and advances made by Star which are subordinated to the rights of the Lenders.
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Definition/Clause
    
    AmendmentClause 1.1,
Permitted Liens
    
    Permitted Liensmeans (i) any Encumbrance created by or pursuant to the Security Documents (ii) liens on the Vessel
up to an aggregate amount at any time not exceeding ten million Dollars (USD10,000,000) for current crews wages and
salvage and liens incurred in the ordinary course of trading the Vessel (iii) the Hermes Loan Security Documents (iv)
any deposits or pledges to secure the performance of bids, tenders, bonds or contracts (v) any Encumbrance in respect
of existing Financial Indebtedness of a person which becomes a Subsidiary of the Guarantor or is merged with or into
the Guarantor or any of its Subsidiaries (vi) any other Encumbrance notified by any of the Obligors to the Agent prior
to 4 April 2003 (vii) liens on assets leased, acquired or upgraded after the Restatement Date or assets newly
constructed or converted after the Restatement Date provided that (a) such liens secure Financial Indebtedness
otherwise permitted under this Agreement (b) such liens are incurred within one (1) year following such lease,
acquisition, upgrade, construction or conversion and (c) the Financial Indebtedness secured by such liens does not
exceed the cost of such upgrade or the cost of such assets acquired or leased (viii) statutory and other similar liens
arising in the ordinary course of business unrelated to Financial Indebtedness and securing obligations not yet
delinquent or which are being contested in good faith by appropriate proceedings and for which adequate reserves have
been established and (ix) liens arising out of the existence of judgments or awards in respect of the Guarantor or any
of its Subsidiaries, provided that the aggregate amount of all cash and the fair market value of all other property
subject to such liens as are described in paragraphs (vii) to (ix) above does not exceed ten million Dollars
(USD10,000,000);Clause 1.1,
Security Documents
    
    Security Documentsmeans this Agreement, the Guarantee, the Management Agreement Assignment, the Mortgage, the
Charge Option, the Charge, the Earnings Assignment, the Insurance Assignment and all such other documents as may be
executed at any time in favour of (among others) the Trustee, the Hermes Agent and/or any of the Lenders as security
for the obligations of the Borrower and the other Obligors whether executed pursuant to the express provisions of this
Agreement or otherwise howsoever;Clause 7.6 (Earnings)
    
    Provided no Event of Default or Possible Event of Default has occurred (following which the Agent shall (inter alia)
be entitled to request the Borrower to give notice pursuant to clause 3 of the Earnings Assignment and apply such
Earnings in accordance with Clause 12.1) such Earnings shall throughout the Security Period be at the free disposal of
the Borrower.
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Definition/Clause
    
    AmendmentClause 10.2.2
    
    as soon as practicable (and in any event within sixty (60) days of the end of each quarter of each financial year) a
Certified Copy of the unaudited consolidated accounts of the NCLC Group and the unaudited accounts of the Borrower for
that quarter (commencing with unaudited accounts made up to 31 March 2004);Clause 10.2.4
    
    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 Borrower, threatened (and for this purpose proceedings
shall be deemed to be material if they involve a claim in an amount exceeding ten million Dollars (USD10,000,000) or
the equivalent in another currency).Clause 10.18.1
    
    The Borrower will from time to time (but at intervals no more frequently than annually at the Borrower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, procure that the Vessel is valued by an independent reputable shipbroker or shipvaluer
experienced in valuing cruise ships appointed by the Borrower and approved by the Agent (which approval shall not be
unreasonably withheld or delayed and such valuation to be made with or without taking into account the benefit or
otherwise of any fixed employment relating to the Vessel as the Agent may require).Clause 10.21.12
    
    not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the
Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any
other currency and not being a claim arising out of a Total Loss;Clause 10.21.13
    
    promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the
Vessel involving an amount in excess of ten million Dollars (USD10,000,000);Clause 10.22.8(a)
    
    accidents to the Vessel involving repairs the cost of which will or is likely to exceed ten million Dollars
(USD10,000,000);
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Definition/Clause
    
    AmendmentClause 10.22.9
    
    promptly pay and discharge all debts, damages and liabilities, taxes, assessments, charges, fines, penalties, tolls,
dues and other outgoings in respect of the Vessel and keep proper books of account in respect thereof PROVIDED ALWAYS
THATthe Borrower shall not be obliged to compromise any debts, damages and liabilities as aforesaid which are being
contested in good faith subject always that full details of any such contested debt, damage or liability which, either
individually or in aggregate exceeds ten million Dollars (USD10,000,000) shall forthwith be provided to the Agent. As
and when the Agent may so require the Borrower will make such books available for inspection on behalf of the Agent
and provide evidence satisfactory to the Agent that the wages and allotments and the insurance and pension
contributions of the master and crew are being regularly paid, that all deductions of crews wages in respect of any
tax liability are being properly accounted for and that the master has no claim for disbursements other than those
incurred in the ordinary course of trading on the voyage then in progress or completed prior to such inspection;Clause 10.22.10
    
    maintain the type of the Vessel as at the Redelivery Date and not put the Vessel into the possession of any person
without the prior consent of the Agent for the purpose of work being done on it in an amount exceeding or likely to
exceed ten million Dollars (USD10,000,000) unless such person shall first have given to the Agent a written
undertaking addressed to the Agent in terms satisfactory to the Agent agreeing not to exercise a lien on the Vessel or
its Earnings for the cost of such work or for any other reason;Clause 10.22.11
(final paragraph)
    
    PROVIDED ALWAYS THATthe Borrower shall not be obliged to compromise any liabilities as aforesaid which are being
contested in good faith subject always that full details of any such contested liabilities which, either individually
or in aggregate, exceed ten million Dollars (USD10,000,000) shall be forthwith provided to the Agent. If the Vessel
is arrested or detained for any reason it will procure its immediate release by providing bail or taking such other
steps as the circumstances may require;Clause 11.1.2.(a)
    
    Any Obligor fails to comply with any other material provision of any Security Document or there is any other material
breach in the sole opinion of the Agent of any of the Transaction Documents and such failure (if in the opinion of the
Agent in its sole discretion it is capable of remedy) continues unremedied for a period of thirty (30) days from the
date of its occurrence and in any such case as aforesaid the Agent in its sole discretion considers that such failure
is or could reasonably be expected to become materially prejudicial to the interests, rights or position of the
Lenders; or
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Definition/Clause
    
    AmendmentClause 11.1.4(i)
    
    No Event of Default will arise if the relevant Financial Indebtedness is not accelerated or, if it is accelerated but,
in aggregate, the Financial Indebtedness is less than ten million Dollars (USD10,000,000); andClause 11.1.9
    
    Any distress, execution, attachment or other process affects the whole or any substantial part of the assets of any
member of the NCLC Group and remains undischarged for a period of twenty one (21) days or any uninsured judgment in
excess of ten million Dollars (USD10,000,000) following final appeal remains unsatisfied for a period of thirty (30)
days in the case of a judgment made in the United States of America and otherwise for a period of sixty (60) days
PROVIDED THATno Event of Default shall be deemed to have occurred unless the distress, execution, attachment or other
process adversely affects any Obligors ability to meet any of its material obligations under this Agreement or the
other Security Documents or cause to occur any of the events specified in sub-clauses 11.1.5 to 11.1.8 of this Clause
(the determination of which shall be in the Agents sole discretion).
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Schedule 2
 Amendment of Original Guarantee
 Definition/Clause
    
    AmendmentClause 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);Clause 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;Clause 9.2.4(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;Clause 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 an
Agent, a valuation of each of the vessels in the NCLC Fleet obtained in accordance with the provisions of clause
10.18 of the relevant Loan Agreement;Clause 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 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);
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Definition/Clause
    
    AmendmentClause 9.2.8
    
    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 ten million Dollars
(USD10,000,000) or the equivalent in another currency); andClause 11.1.1
    
    at all times the minimum Free Liquidity will be not less than fifty million Dollars (USD50,000,000);Clause 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(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
 Clause 11.1.3
    
    as at 31 December 2004 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:
 (a)
    
    nought point six five (0.65) to one (1.0) for financial quarters ending on or before 31 December 2007; and(b)
    
    nought point six (0.6) to one (1.0) for each subsequent financial quarter.
 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.
 15




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##### 



Definition/Clause
    
    AmendmentClause 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 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 do not or
will 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:
 (a)
    
    any individual or any Third Party:
 (i)
    
    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(ii)
    
    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; or
and, at the same time as any of the events described in paragraphs (i) or (ii) of this Clause have occurred and are
continuing, the Lim Family together or individually 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
 (b)
    
    the Guarantor ceases to be a listed company on an Approved Stock Exchange without the prior written consent of
each of the Agents,
 (and, for the purpose of this Clause 11.2.2 controlof any company, limited partnership or other legal entity (a
body corporate) by a member of the Lim Family, means that one (1) or more members of the Lim Family has, directly
or indirectly, the power to direct the management and policies of such a body corporate, whether through the
ownership of more than fifty per cent (50%) of the issued voting capital of that body corporate or by contract,
trust or other arrangement).
 16




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##### 



Definition/Clause
    
    AmendmentClause 11.4, Cash
Balance
    
    Cash Balancemeans, at any date of determination, the unencumbered and otherwise unrestricted cash and cash
equivalents of the NCLC Group;Clause 11.4,
    
    Consolidated EBITDAmeans, for any relevant period, the aggregate of:Consolidated
EBITDA
 (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 any other non-cash charges and deferred income tax expense for such period;
 Clause 11.4,
Consolidated
Interest Expense
    
    Consolidated Interest Expensemeans, for any relevant period, the consolidated interest expense (excluding
capitalised interest) of the NCLC Group for such period;Clause 11.4, Total
Capitalisation
    
    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 each of the Agents in the case of the
first three (3) quarters of each financial year and the then latest Accounts delivered to each of the Agents in the
case of the final quarter of each financial year;Clause 11.4, Total
    
    Total Net Funded Debtmeans, as at any relevant date:Net Funded Debt
 (a)
    
    Indebtedness for Borrowed Money of the NCLC Group; and(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;
 17




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##### 



Schedule 3
 Quarterly Statement of Financial Covenants
 TO:
    
    HSBC BANK PLCProject and Export Finance8 Canada SquareLondon E14 5HQEnglandAttn: Mr Alan Marshall(as the Hermes Loan Agent and the Commercial Loan Agent (as each such term is defined in the
Guarantee (as hereinafter defined))
 Guarantee
 Guarantor
 NCL CORPORATION LTD.
 By: [       ]Chief Financial Officer
 Dated
 18




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##### 



Schedule
 Statement of Financial Covenants as of [       ] 20[ ] (in USD000)
 Clause (ofGuarantee)
    
    
    
    as of [
    ]
    Required Covenants11.1.1/
    
    Free Liquidity
    
    A
    
    A>USD50,000,00011.1.2(b)**
    
    
    
    
    
    (11.1.1)**A>USD100,000,000(11.1.2(b))**11.1.2(a)
    
    Consolidated EBITDA:
    
    B
    
    >1.25:1Consolidated Debt Service
    
    C11.1.3
    
    Total Net Funded Debt:
    
    D
    
    <0.65:1 up to 31December 2007<0.60:1 thereafterTotal Capitalisation
    
    E
 Consolidated EBITDAConsolidated Net Income (loss)
    
    x(Deduct)/Add:
    
    (Gain)/Loss on sale of assets or reserves
    
    xAdd:
    
    Consolidated Interest Expense
    
    xAdd:
    
    Depreciation and amortisation of assets
    
    xAdd:
    
    Impairment charges
    
    x(Deduct)/Add:
    
    Other non-recurring charge (gain)
    
    xAdd:
    
    Deferred income tax expense
    
    xConsolidated EBITDA
    
    x
    
    BConsolidated Debt ServicePrincipal paid/payable (excluding balloon payments, voluntary
prepayments/repayments on sale/total loss of an NCLC Fleet
vessel)
    
    xAdd:
    
    Consolidated Interest Expense
    
    xDistributions
    
    xRent under capitalised leases
    
    xConsolidated Debt Service
    
    x
    
    CTotal Net Funded DebtIndebtedness for Borrowed Money
    
    xAdd:
    
    Guarantees of non-NCLC Group members obligations
    
    xxDeduct:
    
    Cash Balance
    
    (x)Total Net Funded Debt
    
    (x)
    
    DTotal CapitalisationTotal Net Funded Debt
    
    xAdd:
    
    Consolidated stockholders equity
    
    xTotal Capitalisation
    
    x
    
    E
 19




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##### 



NCL CORPORATION LTD.
 [       ]
  [       ]Chief Financial OfficerNCL CORPORATION LTD.Dated:           20[ ]
 
 **
    
    Evidence satisfactory to the Agent of A at all times during the relevant period shall be
provided together with this statement 20




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##### 



EXHIBIT
4.6
 DATED
10 MARCH 2006
 PRIDE OF AMERICA SHIP HOLDING, INC.
(as borrower)
 NCL CORPORATION LTD.
(as guarantor)
 HSBC BANK PLC
(as agent)
 COMMERZBANK AKTIENGESELLSCHAFT
(as Hermes agent)
 HSBC BANK PLC
(as trustee)
 
 FIFTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)
THE SECURED LOAN AGREEMENT
dated 4 April 2003 for the equivalent amount in
United States Dollars of up to 40,000,000
pre- and post redelivery finance for one 1,075 cabin luxury cruise vessel
identified with no 7671 and working title Project America
at the yard of Lloyd Werft Bremerhaven GmbH
(now named PRIDE OF AMERICA)
 
 STEPHENSON HARWOOD
One St Pauls Churchyard
London EC4M 8SH
Tel: +44 (0)20 7329 4422
Fax: +44 (0)20 7329 7100
Ref: 1253/41-25887/42-02591/43-03502/44-01536/44-02443




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##### 



CONTENTS
 Page1
    
    Definitions and Construction
    
    
    12
    
    Amendment of Original Loan Agreement and Security Documents
    
    
    23
    
    Conversion
    
    
    94
    
    Conditions Precedent
    
    
    95
    
    Representations and Warranties
    
    
    106
    
    Expenses
    
    
    117
    
    Further Assurance
    
    
    128
    
    Counterparts
    
    
    129
    
    Notices
    
    
    1210
    
    Governing Law
    
    
    1311
    
    Jurisdiction
    
    
    13Schedule 1
    
    Form of Notice of Fixed Rate
    
    
    15




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##### 



FIFTH SUPPLEMENTAL DEED
 DATED March 2006
 BETWEEN:
 (1)
    
    PRIDE OF AMERICA SHIP HOLDING, INC.of Corporation Trust Center, 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)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as
agent (the Agent);(4)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of
Germany as agent (the Hermes Agent); and(5)
    
    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 4 April 2003 as amended and/or restated by a first supplemental
agreement thereto dated 20 April 2004, a second supplemental agreement thereto dated 1 July
2004, a third supplemental agreement thereto dated 1 June 2005
(the Third Supplement) and a
fourth supplemental agreement thereto dated as of 30 September 2005 entered into between the
Borrower or its predecessor Ship Holding LLC 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 maximum amount of the equivalent in
Dollars of forty million euro
(40,000,000)
(the Loan) to part-finance the completion by the
Builder of the Vessel for the Contract Price (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 23 April
2004 as amended from time to time granted by the Guarantor (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 of the provisions of the Original Loan Agreement to enable
the Borrower to elect for a fixed rate of interest for the Loan payable on each Interest
Payment Date during the period starting on the date from which the fixed rate of interest is
to apply and ending on the final Repayment Date.(C)
    
    This Deed 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




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##### 



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:Loan Agreementmeans the Original Loan Agreement as amended by this Deed.1.2
    
    The provisions of Clauses 1.2 and 1.3 of the Loan Agreement shall apply hereto
(mutatis mutandis).
 
 2
    
    Amendment of Original Loan Agreement and Security Documents
 2.1
    
    Subject to Clause 4, the parties hereto agree that from the date of this Deed
the Original Loan Agreement shall be read and construed as if:
 2.1.1
    
    the following definitions had been inserted in clause 1.1
(Definitions):Conversionmeans the conversion of the method of calculating interest
from the Floating Interest Rate to the Fixed Rate;Conversion Datehas the meaning ascribed to that term in Clause 5.2.2;Election Datehas the meaning ascribed to that term in Clause 5.2.2;Fixed Ratemeans the fixed rate of interest agreed jointly by the Borrower
and each of the Lenders at or about 11.00 a.m. London time on the Quotation
Date prior to the Conversion Date payable, subject to Clause 5.11, on each
Interest Payment Date during the Fixed Rate Period;Fixed Rate Periodmeans the period starting on (and including) the
Conversion Date and ending on the final Repayment Date;Floating Interest Ratemeans for each Interest Period selected pursuant to
Clause 5.2.1 the aggregate of LIBOR and the Margin;Interest Exchange Arrangementmeans such interest rate arrangements as a
Lender shall deem necessary to make in respect of its Contribution in order
to offer the Fixed Rate to the Borrower;Notice of Fixed Ratemeans a notice in the form of Schedule 8;;2.1.2
    
    the definitions of Applicable Interest Rate, Interest
Payment Date, Interest Periodand Interest Ratein clause 1.1
(Definitions) had been deleted and substituted with the following:Applicable Interest Ratemeans, until (but excluding) the Conversion
Date, the Floating Interest Rate and, thereafter, the Fixed Rate subject to
Clause 5.11 and Clause 6;Interest Payment Datemeans the last day of each Interest Period and each
Repayment Date occurring during an Interest Period or the Fixed Rate Period;
 2




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##### 



Interest Periodmeans each period ascertained in accordance with Clause
5.2 or Clause 5.11;Interest Ratemeans the rate of interest applicable to the Loan calculated
in accordance with Clause 5.9, Clause 5.11 or Clause 6.3;Transaction Documentsmeans the Security Documents, the Hermes Loan
Security Documents, the Hermes Loan Agreement, the Building Contract, the
Drawdown Notices, the Supervision Agreement, the Management Agreement, the
Sub-Agency Agreement, the Co-ordination Deed, the Agency and Trust Deed and
any other material document now or hereafter issued in connection with the
documents or the transaction herein referred to and also including any
Interest Exchange Arrangement;;2.1.3
    
    clause 2.5 had been deleted and substituted with the following:
 "2.5
    
    Break costs on failure to drawIf for any reason any Tranche is not drawn down by the Borrower
hereunder after notice of drawdown has been given to the Agent
pursuant to Clause 2.3, the Borrower will pay to the Agent for the
account of the Lenders such amount as the Agent may certify as
necessary to compensate the Lenders (other than any Lender whose
default has caused the Tranche not to be drawn down) for any loss
(including the cost of breaking deposits or re-employing funds
(including warehousing and other related costs)) or expense
(including warehousing and other related costs) on account of funds
borrowed, contracted for (whether in Euro or in Dollars) or utilised
in order to fund its Contribution to the Tranche or any losses under
any Interest Exchange Arrangement and/or any swap agreements or
other interest rate management products entered into by the Lenders
for the purpose of this transaction. Each Lender shall supply to
the Agent a certificate of break costs which in the absence of
manifest error shall be conclusive as to the amounts due.;
 2.1.4
    
    clause 4.8 had been deleted and substituted with the following:
 "4.8
    
    Break costs on prepaymentIf any repayment or prepayment of the Loan or part thereof is made
otherwise than on the last day of an Interest Period or, following
Conversion, any repayment or prepayment of the Loan or part thereof
is made otherwise than on the last day of the Fixed Rate Period, the
Borrower shall pay to the Agent on behalf of the Lenders on demand
such additional amount as the Agent may certify (such certificate to
contain a calculation thereof in reasonable detail) as necessary to
compensate each of the Lenders for any loss (including the cost of
breaking deposits or re-employing funds (including warehousing and
other related costs)) or expense (including warehousing and other
related costs) on account of funds borrowed, contracted for or
utilised to
 3




---



##### 



fund the amount so repaid or prepaid or any losses under any
Interest Exchange Arrangement and/or any swap agreements or other
interest rate management products entered into by the Lenders for
the purpose of this transaction provided that each Lender shall pay
to the Borrower any swap breakage gain actually received by the
Lender under any Interest Exchange Arrangement to which it is a
party and/or any swap agreements or other interest rate management
products entered into by the Lender for the purpose of this
transaction.;
 2.1.5
    
    clause 5.1 had been deleted and substituted with the following:
 5.1
    
    Payment of interestThe Borrower shall pay interest on the Loan or any part thereof at
the Applicable Interest Rate for each Interest Period in respect
thereof which interest shall be payable in arrears on each Interest
Payment DatePROVIDED THATif the current Interest Period does not
end on the relevant Interest Payment Date the Borrower shall only
pay the interest accrued during that Interest Period up to but not
including the Interest Payment Date.;
 2.1.6
    
    the existing two paragraphs of clause 5.2 (Selection and
duration of Interest Periods) had been numbered clause 5.2.1;2.1.7
    
    the following clauses had been inserted in clause 5 (Interest)
where appropriate and the relevant clauses of clause 5 had been renumbered
accordingly:
 5.2.2
    
    Subject to the consent of the Hermes Agent and of each of the
Lenders remaining in full force and effect on the date of the
Election Notice (as hereinafter defined), the Borrower may, if
no Event of Default has occurred and is continuing and no Total
Loss has occurred, at any time prior to 29 September 2006,
elect to convert the basis upon which interest is calculated
hereunder by giving notice (anElection Notice) to the Agent
not less than fifteen (15) Business Days (or such shorter time
as the parties may agree) before the date on which the Interest
Exchange Arrangements are to be entered into (theElection
Date) to request that with effect from a date on or prior to
29 September 2006 (theConversion Date) the rate of interest
applicable to the Loan then outstanding shall be the Fixed
Rate.5.2.3
    
    The Borrower shall forthwith
provide a copy of the Election Notice to the Guarantor, who
shall upon receipt provide a written confirmation to both the
Borrower and the Agent that the Guarantee remains in full force
and effect,PROVIDED ALWAYSthat no Interest Exchange
Arrangement will be entered into by a Lender unless a
confirmation satisfactory to the Agent, the Lenders and the
Hermes Agent is received from the Guarantor.
 4




---



##### 



5.2.4
    
    Any such request under Clause
5.2.2 shall be irrevocable, provided that any informal request
made by the Borrower to the Agent for an indication of the
rates which might be available should the Borrower deliver an
Election Notice shall not be construed as the giving of an
Election Notice by the Borrower pursuant to Clause 5.2.2. The
parties hereto agree that not more than two (2) informal
requests may be made.5.2.5
    
    On receipt of an Election
Notice from the Borrower pursuant to Clause 5.2.2, the Agent
shall promptly notify the Lenders of such election and of the
applicable Election Date and Conversion Date.
 5.3
    
    ConversionConversion shall only occur if:
 5.3.1
    
    the Agent has received an Election Notice;5.3.2
    
    the Agent has received the
confirmation from the Guarantor referred to in Clause 5.2.3;5.3.3
    
    the Agent has received
evidence of the Interest Exchange Arrangements executed by the
parties thereto; and5.3.4
    
    the Fixed Rate for the Loan
has been determined.
 In the absence of satisfaction of any of the above or any other
relevant provision of Clause 5.2, interest on the Loan shall
continue to be calculated at the Floating Interest Rate.5.4
    
    Fixed RateThe Lenders, the Agent and the Borrower agree that as soon as the
Fixed Rate shall have been determined, the Agent shall inform the
Borrower by issuing to the Borrower a Notice of Fixed Rate. Upon
such issuance the Borrowers obligation will be to pay interest on
the Loan at the Fixed Rate from the Conversion Date and, until such
date, at the Floating Interest Rate.5.5
    
    Break costs in relation to ConversionIf an Election Notice has been given to the Facility Agent pursuant
to Clause 5.2.2 and Conversion does not occur on the Conversion Date
as a result of the relevant provisions of Clause 5.2, Clause 5.3
and/or Clause 5.4 not being satisfied or waived, other than as a
result of gross negligence or wilful misconduct of the Agent or any
of the Lenders, the Borrower shall pay to the Agent for the account
of the Lenders interest accrued to but excluding the Conversion Date
together with such amount as the Agent may certify (such certificate
to contain a calculation thereof in reasonable detail) as necessary
to compensate each of
 5




---



##### 



the Lenders for any loss (including the cost of breaking deposits or
re-employing funds (including warehousing and other related costs))
or any losses under any Interest Exchange Arrangement and/or any
swap agreements or other interest rate management products entered
into by the Lenders for the purpose of this transaction as a
consequence of Conversion not being made on the Conversion Date.If it is necessary for the Lenders to break deposits or re-employ
funds taken or borrowed to make or maintain such Lenders
Contribution to the Loan in order for Conversion to take place on
the Conversion Date, the Borrower shall pay to the Agent for the
account of the Lenders interest accrued to but excluding the
Conversion Date together with such amount as the Agent may certify
to be necessary to compensate a Lender for any losses incurred as a
consequence of the Interest Period in respect of the Loan being
prematurely terminated in order to allow Conversion to occur on the
Conversion Date including, without limitation, any loss (including
the cost of breaking deposits (including warehousing and other
related costs)) or expense (including warehousing and other related
costs) on account of funds borrowed, contracted for or utilised to
fund such Lenders Contribution to the Loan.5.9
    
    Applicable Interest Rate
 5.9.1
    
    In respect of Interest Periods
pursuant to Clause 5.2.1 and subject to Clause 5.11 and Clause
6, the rate of interest applicable to the Loan (or relevant
part in the case of the division of the Loan under Clause 5.7)
during an Interest Period shall be the Floating Interest Rate.5.9.2
    
    In respect of Interest Periods
pursuant to Clause 5.2.2 and subject to Clause 5.11 and Clause
6, the rate of interest applicable to the Loan (or relevant
part in the case of the division of the Loan under Clause 5.7)
during an Interest Period shall be the Fixed Rate.;
 2.1.8
    
    the reference to Clause 5.3 in clause 5.6 (No notice and
unavailability) had been substituted with a reference to Clause 5.2;2.1.9
    
    the reference to Clauses 5.2 and 5.3 in clause 5.7 (Separate
Interest Periods for Instalments) had been substituted with a reference to
Clauses 5.2 and 5.6;2.1.10
    
    the first paragraph of clause 5.11 (Default interest) had been deleted and
substituted with the following:If the Borrower fails to pay on the due date any sum due under this
Agreement or any of the other Security Documents to which it may at any time
be a party, the Borrower shall, without affecting any other remedy of the
Agent or the Lenders, pay interest on such sum from the due date to the
actual date of payment (as well after as before judgment). Such
 6




---



##### 



interest shall accrue on a daily basis at the higher of the Applicable
Interest Rate fixed for the latest interest period and the rate computed by
the Agent and certified by the Agent to the Borrower as being the aggregate
of:;2.1.11
    
    clause 6.1.1 (Market disturbance) had been deleted and substituted with the
following:6.1.1
    
    by reason of circumstances affecting the London Interbank
eurocurrency market adequate and fair means do not exist for
ascertaining the Floating Interest Rate during such Interest Period
pursuant to Clause 5; or;2.1.12
    
    the words the Interest Exchange Arrangements, had been inserted in line 2
of clause 9.2.21 after the words the Sub-Agency Agreement,;2.1.13
    
    the last paragraph of clause 11.3 had been deleted and substituted with the
following:including, in any such case, but not limited to, any loss or expense
sustained or incurred in maintaining or funding the Loan or in liquidating
or re-employing deposits from third parties acquired to effect or maintain
the Loan, any loss (including the cost of breaking deposits or re-employing
funds (including warehousing and other related costs)) or any losses under
any Interest Exchange Arrangement and/or any swap agreements or other
interest rate management products entered into by the Lenders for the
purpose of this transaction.;2.1.14
    
    the words or an Interest Exchange Arrangement had been inserted at the end
of clause 12.1, FIRSTLY;2.1.15
    
    a new clause 12.1, EIGHTHLY had been inserted as follows:
 EIGHTHLY
    
    any loss (including the cost of breaking deposits or
re-employing funds (including warehousing and other related costs)) or
any losses under any Interest Exchange Arrangement and/or any swap
agreements or other interest rate management products entered into by
the Lenders for the purpose of this transaction; and;
 and the existing clause 12.1, EIGHTHLY had been renamed clause 12.1,
NINTHLY;2.1.16
    
    clause 12.2, FIRSTLY had been deleted and substituted with the
following:
 FIRSTLY
    
    in or towards payment of all fees, costs and expenses
(excluding any costs (including without limitation any warehousing and
other related costs) incurred in breaking any Interest Exchange
Arrangement or any interest rate swap agreements or other interest rate
management products entered into by the Lenders for the purposes of
this transaction) incurred by the Agent or any
 7




---



##### 



Lender in connection with the Loan and which are for the
time being unpaid;
 2.1.17
    
    a new clause 12.2, SEVENTHLY had been inserted as follows:
 SEVENTHLY
    
    any loss (including the cost of breaking deposits or
re-employing funds (including warehousing and other related costs)) or
any losses under any Interest Exchange Arrangement and/or any swap
agreements or other interest rate management products entered into by
the Lenders for the purpose of this transaction; and;
 and the existing clause 12.2, SEVENTHLY had been renamed clause
12.2, EIGHTHLY; and2.1.18
    
    Schedule 1 to this Deed was schedule 8 to the Original Loan Agreement.
 2.2
    
    Each of the Borrower and the Guarantor hereby confirms to the Agent, the Hermes
Agent and the Trustee that with effect from the date of this Deed:
 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, 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 and all references in such Security Documents to clauses of
the Original Loan Agreement shall be construed as references to the
corresponding clauses of the Loan Agreement;2.2.2
    
    the Security Documents to which it is a party (in some cases,
in the case of the Borrower, by virtue of the Merger (as defined in the Third
Supplement)) shall apply to, and extend to secure, the whole of the Outstanding
Indebtedness as defined in clause 1.1 (Definitions) of the Loan Agreement;2.2.3
    
    its obligations under the Security Documents to which it is a
party (in some cases, in the case of the Borrower, by virtue of the Merger)
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 (in some cases, in the case of the Borrower, by virtue of the Merger)
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
    
    Except as expressly amended hereby or pursuant hereto the Original Loan
Agreement and the Security Documents shall remain in full force and effect and nothing
herein contained shall relieve the Borrower or any other Obligor from any of its
respective obligations under any such documents.
 8




---



##### 



3
    
    Conversion
 3.1
    
    On the date of this Deed the principal amount of the Loan outstanding under the
Loan Agreement is forty four million four hundred and nineteen thousand and forty one
Dollars and ninety nine cents (USD44,419,041.99).3.2
    
    The Agent has received an Election Notice to convert the basis upon which
interest is calculated under the Loan Agreement to a Fixed Rate with effect from 14
March 2006 (the Relevant Election Notice).3.3
    
    The Agent has notified the Lenders of its receipt of the Relevant Election
Notice and of the applicable Election Date and Conversion Date.3.4
    
    The Guarantor hereby confirms to the Borrower and the Agent that it has
received a copy of the Relevant Election Notice and the Guarantee remains in full force
and effect.3.5
    
    Each of the Borrower and the Guarantor acknowledges that if Conversion does not
occur on 14 March 2006 as contemplated by the Relevant Election Notice, interest on the
Loan shall continue to be calculated at the Floating Interest Rate until Conversion
does occur.
 
 4
    
    Conditions Precedent
 4.1
    
    The consent of the Agent, the Hermes Agent and the Trustee to the variation of
the provisions of the Original Loan Agreement is conditional upon and shall not be
effective unless and until the Agent has received the following in form and substance
satisfactory to it:
 4.1.1
    
    on the date of this Deed, one (1) counterpart of this Deed
duly executed by the Borrower and the Guarantor;4.1.2
    
    a written confirmation from the Process Agent that it will act
for the Borrower and the Guarantor as agent for service of process in England
in respect of this Deed;4.1.3
    
    the following corporate documents in respect of each of the
Borrower and the Guarantor (together the Relevant
Parties):
 (a)
    
    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;(b)
    
    notarially attested secretarys certificate of
each of the Relevant Parties:
 (i)
    
    attaching a copy of its
Certificate of Incorporation and Memorandum of Association and
Bye-Laws (or equivalent constitutional documents) evidencing
power to enter into the transactions contemplated in this Deed;
 9




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##### 



(ii)
    
    giving the names of its present
officers and directors;(iii)
    
    setting out specimen
signatures of such officers and directors as are authorised by
the Relevant Party to sign documents or otherwise undertake the
performance of that Relevant Partys obligations under this
Deed;(iv)
    
    giving the legal owner of its shares and the number of such shares held;(v)
    
    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 the amendment to the Mortgage and the issue of
any power of attorney to execute the same; and(vi)
    
    containing a declaration of
solvency as at the date of the certificate of the duly
appointed officer of the Relevant Party;
 4.1.4
    
    the original powers of attorney, if any, issued pursuant to
the resolutions referred to above and notarially attested;4.1.5
    
    a fifth amendment to the Mortgage duly executed and lodged for
recordation at the United States Coast Guard National Vessel Documentation
Center; and4.1.6
    
    the issue of such favourable written legal opinions including
in respect of Delaware and Bermuda in such form as the Agent may require
relating to all aspects of the transactions contemplated hereby governed by any
applicable law,
 PROVIDED THATno Event of Default and no Possible Event of Default has occurred and
is continuing on the date on which the conditions precedent set out in this Clause
4.1 have been satisfied (subject to Clause 4.2).4.2
    
    If 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
of the Original Loan Agreement hereby without the Agent having received all of the
documents or evidence referred to in Clause 4.1, the Borrower will nevertheless deliver
the remaining documents or evidence to the Agent within fourteen (14) days of the date
of this Deed (or such other period as the Agent may stipulate) and the amendment of the
Original Loan Agreement 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 in the absence of such documents or evidence.
 
 5
    
    Representations and Warranties
 5.1
    
    Each of the Borrower and the Guarantor represents and warrants to the Agent,
the Hermes Agent and the Trustee that:
 10




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##### 



5.1.1
    
    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;5.1.2
    
    this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;5.1.3
    
    its entry into and performance of this Deed and the
transactions 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,
 nor result in the creation or imposition of any Encumbrance on it or its
assets pursuant to the provisions of any such agreement or document and in
particular but without prejudice to the foregoing the entry into and
performance of this Deed and the transactions contemplated hereby and
thereby will not render invalid, void or voidable any security granted by it
to the Trustee;5.1.4
    
    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;5.1.5
    
    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; and5.1.6
    
    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 Agent, the Hermes Agent and/or
the Trustee in deciding whether or not to enter into this Deed.
 
 6
    
    ExpensesThe Borrower and the Guarantor jointly and severally undertake to reimburse the Agent on
demand 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 Hermes Agent 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.
 11




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##### 



7
    
    Further AssuranceEach of the Borrower and the Guarantor will, from time to time on being required to do so by
the Agent, do or procure the doing of all such acts and/or execute or procure the execution
of all such documents in a form satisfactory to the Agent and the Hermes Agent as the Agent
and the Hermes Agent may reasonably consider necessary for giving full effect to this Deed
or any of the documents contemplated hereby or securing to the Trustee the full benefit of
the rights, powers and remedies conferred upon the Agent, the Hermes Agent or the Trustee in
any such document.
 
 8
    
    CounterpartsThis Deed may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same agreement.
 
 9
    
    Notices
 9.1
    
    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 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked
for the attention of Ms Bonnie Biumi and the Legal Department (but one (1) copy shall
suffice)) with a copy to c/o Star Cruises Limited, Star Cruises Terminal, Pulau Indah,
PO Box No. 288, 42009 Pelabuhan Klang, Selangor Darul Ehsan, Malaysia (marked for the
attention of Mr Gerard Lim). 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 has by fifteen (15) days written notice to the Borrower and the Guarantor
specified another address) be made or delivered to the Agent at its Office, the details
of which are set out in schedule 2 of the Original Loan Agreement.9.2
    
    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 Ms Bonnie Biumi) and +1 305 436 4117 (marked for the attention of the
Legal Department) with a copy to +60 3 3884 0213 (marked for the attention of Mr Gerard
Lim) and in the case of the Agent, the Hermes Agent or the Trustee is as recorded in
schedule 2 of the Original Loan Agreement) 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.9.3
    
    The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement
shall apply to this Deed.
 12




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##### 



10
    
    Governing LawThis Deed shall be governed by English law.
 
 11
    
    Jurisdiction
 11.1
    
    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.This Clause 11.1 is for the benefit of the Agent, the Hermes Agent and the Trustee
only. As a result, no such party shall be prevented from taking proceedings
relating to a Dispute in any other courts with jurisdiction. To the extent allowed
by law, any such party may take concurrent proceedings in any number of
jurisdictions.11.2
    
    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.11.3
    
    For the purpose of securing its obligations under Clause 11.2, 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 11.2, 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 11.2.11.4
    
    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.11.5
    
    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.11.6
    
    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.11.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent, the
Hermes Agent or the Trustee may have (whether under the laws of any country,
 13




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##### 



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.11.8
    
    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 ALAN TURNER
    
    
    )for and on behalf of
    
    
    )
    P.A. TURNERPRIDE OF AMERICA SHIP HOLDING, INC.
    
    
    )in the presence of:
    

N. A.
THOMPSON
NOTARY PUBLIC LONDON, ENGLAND (NICHOLAS A. THOMPSON)
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by PAUL ALAN TURNER
    
    
    )for and on behalf of
    
    
    )NCL CORPORATION LTD.
    
    
    )
)in the presence of:
    
N. A.
THOMPSON
NOTARY PUBLIC LONDON, ENGLAND (NICHOLAS A. THOMPSON)SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
MARCUS WEBER & FIORINA RICCOBON
    
    
    )for and on behalf of
    
    
    )
    M.
WEBER   F. RICCOBONCOMMERZBANK AKTIENGESELLSCHAFT
    
    
    )as the Hermes Agent
    
    
    ))in the presence of:
    

CHRISTIAN
RUNKE
BANK CLERK,
C. RUNKE
COMMERZBANK AKTIENGESELLSCHAFT
GLOBAL SHIPPING
NESS 7-9
20457 HAMBURGSIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by M. MONKS
    
    
    )an authorised signatory of
    
    
    )
    M. MONKSHSBC BANK PLC
    
    
    )as the Agent and the Trustee
    
    
    )in the presence of:
    

M.
PLUNLEY
M. PLUNEY
BANK BK
HSBC BANK PLC
8 CANADA SQ.
LONDON
    )
 14




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##### 



Schedule 1
 Form of Notice of Fixed Rate
 To:
    
    PRIDE OF AMERICA SHIP HOLDING, INC.(formerly Ship Holding LLC) (the
Borrower)Corporation Trust Center1209 Orange StreetWilmingtonDelaware 19801United States of AmericaFrom:
    
    HSBC BANK PLC(the
Facility Agent)Project and Export Finance8 Canada SquareLondon E14 5HQAttn:           Mr Alan Marshall
 Loan Agreement dated 4 April 2003 (as amended and/or restated from time to time) between (among
others) (1) the Borrower (2) the Lenders (3) the Agent (4) the Hermes Agent and (5) the Trustee
(the Loan Agreement) relating to the financing of the completion of m.v. PRIDE OF AMERICA
 
   HSBC BANK PLCBy:Agreed:PRIDE OF AMERICA SHIP HOLDING, INC.By:Date:                               2006
 15




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##### 



DATED 22 DECEMBER 2005
 PRIDE OF AMERICA SHIP HOLDING, INC.
(as borrower)
 NCL CORPORATION LTD.
(as guarantor)
 HSBC BANK PLC
(as agent)
 COMMERZBANK AKTIENGESELLSCHAFT
(as Hermes agent)
 HSBC BANK PLC
(as trustee)
 
 SIXTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS)
SECURED LOAN AGREEMENT
dated 4 April 2003 for the equivalent amount in
United States Dollars and/or Euro of up to 258,000,000
pre- and post redelivery finance for one 1,075 cabin luxury cruise vessel
identified with no 7671 and working title Project America"
at the yard of Lloyd Werft Bremerhaven GmbH
(now named PRIDE OF AMERICA)
 
 STEPHENSON HARWOOD
One St Pauls Churchyard
London EC4M 8SH
Tel: +44 (0)20 7329 4422
Fax: +44 (0)20 7329 7100
Ref: 1253/41-25887/42-02591/43-03502/44-01536/44-02443




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##### 



CONTENTS
 Page1
    
    Definitions and Construction
    
    
    12
    
    Amendment of Original Loan Agreement and Security Documents
    
    
    23
    
    Conversion
    
    
    34
    
    Conditions Precedent
    
    
    35
    
    Representations and Warranties
    
    
    56
    
    Expenses
    
    
    67
    
    Further Assurance
    
    
    68
    
    Counterparts
    
    
    69
    
    Notices
    
    
    610
    
    Governing Law
    
    
    711
    
    Jurisdiction
    
    
    7




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##### 



SIXTH SUPPLEMENTAL DEED
 DATED December 2005
 BETWEEN:
 (1)
    
    PRIDE OF AMERICA SHIP HOLDING, INC.of Corporation Trust Center, 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)
    
    HSBC BANK PLCof 8 Canada Square, London E14 5HQ as
agent (the Agent);(4)
    
    COMMERZBANK AKTIENGESELLSCHAFTof Kaiserplatz, 60311 Frankfurt am Main, Federal Republic of
Germany as agent (the Hermes Agent); and(5)
    
    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 4 April 2003 as amended and/or restated by a first supplemental
agreement thereto dated 20 April 2004, a second supplemental agreement thereto dated 1 July
2004, a third supplemental agreement thereto dated 1 June 2005
(the Third Supplement), a
fourth supplemental agreement thereto dated 3 August 2005 and a fifth supplemental agreement
thereto dated as of 30 September 2005 (the Original
Loan Agreement) entered into between the
Borrower or its predecessor Ship Holding LLC (SHLLC) 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 Lenders
granted to the Borrower a secured loan in the maximum amount of the equivalent in Dollars
and/or Euro of two hundred and fifty eight million Euro
(258,000,000)
(the Loan) to
part-finance the completion by the Builder of the Vessel for the Contract Price (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 23 April 2004 as amended from time to time granted by the Guarantor (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 of the provisions of the Original Loan Agreement which
relate to an election by the Borrower for a Fixed Rate. This Deed 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




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the meanings set
out therein. In addition, the following terms and expressions shall have the meanings
set out below:
 Loan Agreement
  2
    
    Amendment of Original Loan Agreement and Security Documents
 2.1
    
    Subject to Clause 4, the parties hereto agree that from the date of this Deed
the Original Loan Agreement shall be read and construed as if clause 5.3.2 had been
deleted and substituted with the following:
 5.3.2
    
    Subject to the consent of Hermes and of each of the Lenders remaining in full
force and effect on the date of the Election Notice (as hereinafter defined),
the Borrower may, if no Event of Default has occurred and is
continuing and no Total Loss has occurred, at any time prior to 30 June
2006, elect to convert the basis upon which interest is calculated hereunder
by giving notice (anElection Notice) to the Agent not less than fifteen
(15) Business Days (or such shorter time as the parties may agree) before
the date on which the Interest Exchange Arrangements are to be entered into
(theElection Date) to request that with effect from an Interest Payment
Date on or prior to 30 June 2006 (theConversion
Date) the rate of
interest applicable to the Loan then outstanding shall be the Fixed Rate.
 2.2
    
    Each of the Borrower and the Guarantor hereby confirms to the Agent, the Hermes
Agent and the Trustee that with effect from the date of this Deed:
 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 (in some cases,
in the case of the Borrower, by virtue of the Merger (as defined in the Third
Supplement)) 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 (in some cases, in the case of the Borrower, by virtue of the Merger)
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 (in some cases, in the case of the Borrower, by virtue of the Merger)
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




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##### 



2.3
    
    Except as expressly amended hereby or pursuant hereto the Original Loan
Agreement and the Security Documents shall remain in full force and effect and nothing
herein contained shall relieve the Borrower or any other Obligor from any of its
respective obligations under any such documents.
 3
    
    Conversion
 3.1
    
    The Euro Loan will be repaid and readvanced in accordance with clause 2.5.4 of
the Loan Agreement on 30 December 2005. Following the said repayment and readvance of
the Euro Loan, on 30 December 2005 the principal amount of the Loan outstanding under
the Loan Agreement will be two hundred and ninety two million two hundred and eighteen
thousand four hundred and forty eight Dollars and forty cents (USD292,218,448.40).3.2
    
    The Agent has received an Election Notice to convert the basis upon which
interest is calculated under the Loan Agreement to a Fixed Rate with effect from 30
December 2005 (the Relevant Election Notice).3.3
    
    The Agent has notified the Lenders of its receipt of the Relevant Election
Notice and of the applicable Election Date and Conversion Date.3.4
    
    The Guarantor hereby confirms to the Borrower and the Agent that it has
received a copy of the Relevant Election Notice and the Guarantee remains in full force
and effect.3.5
    
    Each of the Borrower and the Guarantor acknowledges that if Conversion does not
occur on 30 December 2005 as contemplated by the Relevant Election Notice, interest on
the Loan shall continue to be calculated at the Floating Interest Rate until Conversion
does occur.
 4
    
    Conditions Precedent
 4.1
    
    The consent of the Agent, the Hermes Agent and the Trustee to the variation of
the provisions of the Original Loan Agreement is conditional upon and shall not be
effective unless and until the Agent has received the following in form and substance
satisfactory to it:
 4.1.1
    
    on the date of this Deed, one (1) counterpart of this Deed
duly executed by the Borrower and the Guarantor;4.1.2
    
    a written confirmation from the Process Agent that it will act
for the Borrower and the Guarantor as agent for service of process in England
in respect of this Deed;4.1.3
    
    the following corporate documents in respect of each of the
Borrower and the Guarantor (together the Relevant
Parties):
 (a)
    
    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;
 3




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##### 



(b)
    
    notarially attested secretarys certificate of
each of the Relevant Parties:
 (i)
    
    attaching a copy of its
Certificate of Incorporation and Memorandum of Association and
Bye-Laws (or equivalent constitutional documents) evidencing
power to enter into the transactions contemplated in this Deed;(ii)
    
    giving the names of its present
officers and directors;(iii)
    
    setting out specimen
signatures of such officers and directors as are authorised by
the Relevant Party to sign documents or otherwise undertake the
performance of that Relevant Partys obligations under this
Deed;(iv)
    
    giving the legal owner of its shares and the number of such shares held;(v)
    
    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 the amendment to the Post Redelivery Mortgage
and the issue of any power of attorney to execute the same; and(vi)
    
    containing a declaration of
solvency as at the date of the certificate of the duly
appointed officer of the Relevant Party;
 4.1.4
    
    the original powers of attorney, if any, issued pursuant to
the resolutions referred to above and notarially attested;4.1.5
    
    a fourth amendment to the Post Redelivery Mortgage duly
executed and lodged for recordation at the United States Coast Guard National
Vessel Documentation Center; and4.1.6
    
    the issue of such favourable written legal opinions including
in respect of Delaware and Bermuda in such form as the Agent may require
relating to all aspects of the transactions contemplated hereby governed by any
applicable law,
 PROVIDED THATno Event of Default and no Possible Event of Default has occurred and
is continuing on the date on which the conditions precedent set out in this Clause
4.1 have been satisfied (subject to Clause 4.2) other than that Event of Default
waived by the Agent pursuant to the letters dated 9 March 2004 and 20 April 2004
from the Agent to SHLLC.
 4.2
    
    If 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
of the Original Loan Agreement hereby without the Agent having received all of the
documents or evidence referred to in Clause 4.1, the Borrower will nevertheless deliver
the remaining documents or evidence to the Agent within fourteen (14) days of the date
of this Deed (or such other period as the
 4




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##### 



Agent may stipulate) and the amendment of the
Original Loan Agreement 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 in the absence of such documents or evidence.
 5
    
    Representations and Warranties
 5.1
    
    Each of the Borrower and the Guarantor represents and warrants to the Agent,
the Hermes Agent and the Trustee that:
 5.1.1
    
    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;5.1.2
    
    this Deed constitutes its legal, valid and binding obligations
enforceable in accordance with its terms;5.1.3
    
    its entry into and performance of this Deed and the
transactions 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,
 nor result in the creation or imposition of any Encumbrance on it or its
assets pursuant to the provisions of any such agreement or document and in
particular but without prejudice to the foregoing the entry into and
performance of this Deed and the transactions contemplated hereby and
thereby will not render invalid, void or voidable any security granted by it
to the Trustee;
 5.1.4
    
    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;5.1.5
    
    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; and5.1.6
    
    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 Agent, the Hermes Agent and/or
the Trustee in deciding whether or not to enter into this Deed.
 5




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##### 








6
    
    Expenses




7
    
    Further Assurance




8
    
    Counterparts




9
    
    Notices


9.1
    
    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 7665 Corporate Center Drive, Miami, Florida 33126, United States of America (marked
for the attention of Ms Bonnie Biumi and the Legal Department (but one (1) copy shall
suffice)) with a copy to c/o Star Cruises Limited, Star Cruises Terminal, Pulau Indah,
PO Box No. 288, 42009 Pelabuhan Klang, Selangor Darul Ehsan, Malaysia (marked for the
attention of Mr Gerard Lim). 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 has by fifteen (15) days written notice to the Borrower and the Guarantor
specified another address) be made or delivered to the Agent at its Office, the details
of which are set out in schedule 2 of the Original Loan Agreement.9.2
    
    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 Ms Bonnie Biumi) and +1 305 436 4117 (marked for the attention of the
Legal Department) with a copy to +60 3 3884 0213 (marked for the attention of Mr Gerard
Lim) and in the case of the Agent, the Hermes Agent or the Trustee is as recorded in
schedule 2 of the Original Loan Agreement) 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


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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.
 9.3
    
    The provisions of clauses 18.1, 18.4 and 18.5 of the Original Loan Agreement
shall apply to this Deed.
 10
    
    Governing Law
  11
    
    Jurisdiction
 11.1
    
    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.This Clause 11.1 is for the benefit of the Agent, the Hermes Agent and the Trustee
only. As a result, no such party shall be prevented from taking proceedings
relating to a Dispute in any other courts with jurisdiction. To the extent allowed
by law, any such party may take concurrent proceedings in any number of
jurisdictions.11.2
    
    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.11.3
    
    For the purpose of securing its obligations under Clause 11.2, 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 11.2, 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 11.2.11.4
    
    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.
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11.5
    
    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.11.6
    
    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.11.7
    
    Nothing in this Clause shall exclude or limit any right which the Agent, 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.11.8
    
    In this Clause judgmentincludes order, injunction, declaration and any other
decision or relief made or granted by a court.
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IN WITNESS
 SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by PAUL ALAN TURNER
    
    
    )for and on behalf of
    
    
    )
    P.A. TURNERPRIDE OF AMERICA SHIP HOLDING, INC.
    
    
    )in the presence of:
    
    THEODORA
KOKOTA
TRAINEE SOLICITOR
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by PAUL ALAN TURNER
    
    
    )for and on behalf of
    
    
    )
    P.A. TURNERNCL CORPORATION LTD.
    
    
    )in the presence of:
    

    THEODORA
KOKOTATRAINEE SOLICITOR
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
JULIE CLEGG
    
    
    )
    J. CLEGGfor and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT
    
    
    )as
the Hermes Agent
    
    
    )in the presence of:
    

THEODORA
KOKOTATRAINEE SOLICITOR
    )SIGNED SEALEDand DELIVEREDas a DEED
    
    
    )by
CHRISTOR GEOFFREY POCOCK
    
    
    )for and on behalf of
    
    
    )
    CHRISTOR
GEOFFREY POCOCKHSBC BANK PLC
    
    
    )as
the Agent and the Trustee
    
    
    )in the presence of:
    

NIGEL GROOM
    )
 9