**Exhibit 4.51****JOINDER TO SHAREHOLDERS’ AGREEMENT**     THIS JOINDER (this “Joinder”) to that certain Shareholders’ Agreement (as amended andsupplemented from time to time, the “Agreement”), dated as of August 17, 2007, by and amongNCL CORPORATION LTD., a company organized under the laws of Bermuda (the “Company”), NCLINVESTMENT LTD., a company organized under the laws of Bermuda (the “Investor”), and STARCRUISES LIMITED, a company continued into Bermuda (“SCL”), is made and entered into as ofJanuary 8, 2008 by and between the Company and TPG Viking I, L.P., a Cayman limited partnership(“TPG I”), TPG Viking II, L.P., a Cayman limited partnership (“TPG II”) and TPGViking AIV III, L.P., a Delaware limited partnership (“TPG III” and, collectively with TPGI and TPG II, the “Holders”). Capitalized terms used but not otherwise defined hereinshall have the meanings set forth in the Agreement.     WHEREAS, the Holders have acquired certain Ordinary Shares, and the Agreement requires theHolders, as holders of Ordinary Shares, to become a party to the Agreement, and the Holders agreeto do so in accordance with the terms hereof.     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, the partiesto this Joinder hereby agree as follows:1.      Agreement to be Bound. The Holders hereby agree that upon execution of this Joinder,each of them shall become a party to the Agreement and shall be fully bound by, and subject to, allof the covenants, terms and conditions of the Agreement as though an original party thereto andshall be deemed Shareholders for all purposes thereof. In addition, the Holders hereby agree thatall Ordinary Shares held by the Holders shall be deemed Ordinary Shares for all purposes of theAgreement.2.      Investor Group. For the avoidance of doubt, the parties agree that (i) each Holder is aPermitted Transferee of the Investor and a member of the Investor Group and (ii) that the OrdinaryShares held by the Holders shall be deemed to be Ordinary Shares held by the Investor Group for allpurposes of the Agreement (including for purposes of determining the Investor Minimum RatioCondition).3.      Voting. Subject to Section 4 of this Joinder, the Holders herebyagree, for so long as they hold any Ordinary Shares, to vote all Ordinary Shares at any time heldby the Holders in the manner directed by the Investor, in the Investor’s sole and absolutediscretion, to the fullest extent permitted by Applicable Law and hereby appoint and constitute theInvestor as their attorney and proxy, with full power of substitution and resubstitution (whichproxy shall be irrevocable and is coupled with an interest), to vote all Ordinary Shares held bythe Holders at any meeting of the Shareholders and in connection with any written action or consentof the Shareholders with respect to any matter submitted to a vote or for action by theShareholders or requiring consent under the Shareholders’ Agreement. Subject to Section 4of this Joinder, with respect to any such matter submitted to a vote or for action by theShareholders or requiring consent under the Shareholders’ Agreement, each of the Company and SCLshall be entitled to conclusively look to and rely on the Investor as the attorney orrepresentative of the Holders with respect to such vote or action. Notwithstanding the foregoing,upon any Transfer of the Ordinary
 

 
Shares in accordance with the terms of the Shareholders’ Agreement (other than Transfers Permittedpursuant to Section 5 of this Joinder), such proxy shall expire and cease to be in effectwith respect to such Transferred shares. The terms of this Section 3 shall terminate whenthe combined ownership of Equity Securities by the Investor Group and the SCL Group falls below 25%of the then total outstanding Equity Securities.4.      Approval of Transactions. Notwithstanding the terms of Section 3 of thisJoinder, none of the Company or any of its Subsidiaries shall be permitted to engage in anymaterial transaction involving any Affiliate of the Investor (other than the Company and itsSubsidiaries) without the prior written consent of the Holders (such consent not to be unreasonablywithheld); provided, however, that in no event shall the Holders have any consentright pursuant to this Section 4 with respect to any action taken or to be taken pursuantto the current terms of the Subscription Agreement, the Shareholders’ Agreement or theReimbursement and Distribution Agreement dated as of August 17, 2007 by and among the Company, SCLand the Investors. The Holders shall be given advance written notice of any such proposed materialAffiliate transaction, which shall include a summary of the material terms and conditions of thetransaction and the proposed consideration (“Transaction Notice”). In the event that theHolders have not provided written consent or refusal within five (5) days of having received aTransaction Notice, the Holders shall be deemed to have provided written consent to the applicablematerial Affiliate transaction. The rights granted to the Holders under this Section 4shall automatically terminate upon the earlier to occur of (x) the first date on which the InvestorMinimum Ratio Condition is no longer maintained and (y) the first date on which the Holders (andtheir permitted Transferees) no longer collectively hold 15% or more of the Ordinary Sharespurchased by Holders on the date of this Joinder.5.      Transfer Rights. Notwithstanding Section 2 of the Agreement, for so long as each Holderholds Ordinary Shares, such Holder may Transfer Ordinary Shares held by such Holder to an Affiliateof such Holder (other than a portfolio company of TPG Partners V, L.P. and its Affiliates);provided, however, that, (i) no such Transfer shall be permitted if such Transferwould result in adverse tax consequences to the Company or to SCL or the Investors in respect oftheir investments in the Company, (ii) such Affiliate of such Holder shall deliver an originalexecuted Joinder Agreement to the Agreement in substantially the form of this Joinder and (iii) nosuch Affiliate of the Holder shall be permitted to make any subsequent Transfer other than inaccordance with Section 2 of the Agreement.6.      Rights Particular to the Investor. Notwithstanding anything to the contrary in theAgreement or in this Joinder, the Holders hereby acknowledge and agree that none of the rights setforth in the Agreement that are particular to the Investor (including the rights in Section2(a)(iii) (only as they relate to Section 11 of the Agreement), Section 4,Section 8 and Section 11 of the Agreement) shall be deemed to have been Transferredto or inure to the benefit of the Holders in connection with either the acquisition of OrdinaryShares by Holders from the Investor or the execution of this Joinder; provided,however, that, for purposes of clarification and notwithstanding the foregoing, the partieshereto acknowledge and agree that the Holders shall have the rights and obligations of Non-InvestorHolders under Section 2(a)(iii) (only as they relate to Section 11 of theAgreement) and Section 4 of the Agreement and the Holders shall have the rights andobligations of a Shareholder under Section 11 of the Agreement.
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7.      Successors and Assigns. Except as otherwise provided herein, this Joinder shall bindand inure to the benefit of and be enforceable by SCL and the Company and its and their respectivesuccessors and assigns and Holders and any subsequent holders of Ordinary Shares and the respectivesuccessors and assigns of each of them, so long as they hold any Ordinary Shares.8.      Counterparts. This Joinder may be executed in separate counterparts, including byfacsimile, each of which shall be an original and all of which taken together shall constitute oneand the same agreement.9.      Notices. For purposes of Section 13(k) of the Agreement, all notices, demandsor other communications to the Holders shall be directed to:                TPG Viking I, L.P.