##### 



Exhibit 4.40




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##### 



1.
    
    The Owner may send up to 1,100 Crew on board the Vessel before the Redelivery Date always
provided that
 -
    
    subject to the other express provisions of this Addendum, the Owner shall bear all and any
costs and risk resulting out or in connection with all or any Crew. Costs and expenses for the Crew
are not included in the Contract Price (Clause 11.3.4), but are solely for Owners account.-
    
    In respect of Crew Clause 14.1. of the Contract shall not apply and LWB shall only
be responsible for any damage or injury caused to Crews property or Crew in case LWB or
its subcontractors have acted gross negligently or wilfully and always limited to the
insured amount mentioned in Clause 14.2. of the Contract which shall also apply for Crew.-
    
    Owner shall insure the risk for any damage or injury caused by Crew to LWB and/or
its subcontractors and/or third persons and shall fully indemnify and hold harmless and
defend LWB from and against any and all losses except to the extent that any losses are
caused directly or indirectly by the executives of LWB.-
    
    Any delay caused by Crew in the Redelivery of the Vessel shall be treated as a
Permissible Delay according to Clause 7.3 of the Contract and Clause 7.3.4 (a) is
herewith amended so as to clarify that delays caused by the Crew will be deemed to be
delays caused by the Owner under Clause 7.3.4 (a).-
    
    Any damage caused by Crew is to be made good by LWB as a new order from the Owner
to LWB under and subject to Clause 6.1 of the Contract.
 2.
    
    LWB shall arrange the necessary extension of the builders risk insurance cower,
including an extension of cover for the co-insured Owner in respect of the increased risk of
having Crew Members on board of the Vessel before Redelivery at the time the Vessel is at the
Yard and under trials. It being understood that the costs for any additional premiums shall be
charged to the project costs before the final results of the project are calculated and before
any resulting profits are divided equally between LWB and the Owner.




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##### 



3.
    
    Before the Crew shall enter the Vessel the Owner and LWB shall clearly define each area to
which the Crew shall have access for the purposes of training and accommodation (each a
Defined Area). For familiarisation purposes only, the Crew shall have access to all areas of
the Vepssel, always provided that it shall not interfere with the Works. Before the Crew enter
a Defined Area on board the Vessel, the Owner and LWB shall complete the mechanical
completion procedures in relation to the Defined Area according to Clause 9.1, 9.2 and 9.3 of
the Contract and a Mechanical Completion Certificate shall be signed in respect of the
Components of Work in the Defined Area.Without limiting the other express provisions of this Addendum and subject to the
proviso to this paragraph, signature of a Mechanical Completion Certificate for each
Component of Work in a Defined Area will mean that the Owner has accepted the relevant
Component of Work under Clause 9.1 and that the Warranty Period according to Clause 10.1 of
the Contract in respect of each such Component of Work shall have started with effect from
the date of signing of the Mechanical Completion Certificate PROVIDED THAT: (i) LWB shall be
Obliged successfully to complete any outstanding tests in relation to the relevant Component
or Defined Area: (ii) LWB Shall be obliged to rectify any Defects in relation to the relevant
Component of Work noted in the Mechanical Completion Certificate: (iii) LWB shall be obliged
to rectify any Defects in the relevant Component or Defined Area discovered after signature
of the Mechanical Completion Certificate but which the Owner can demonstrate were not caused
by the Crew; and (iv) LWB shall be obliged to complete the remainder of the Works in
accordance with the Contract.4.
    
    The Owner shall safeguard and be responsible that
 -
    
    the Crew shall effect and fulfil all security and safety provisions as
requested by the hull underwriters, the underwriters, expert team VHT, the P&l Club and LWB;-
    
    the Owner shall be responsible for arranging roving fire guards within the relevant
Defined Areas and for controlling access to the Defined Areas and Crew access to the
remainder of the Vessel, and the Crew shall give LWB and its subcontractors access to the
Defined Areas for testing, defect rectification or other necessary pre-redelivery
Works:




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##### 



-
    
    the Owner shall allow and empower LWB fire guards to control the Defined Areas in
addition to Owners fire guards if the same is ordered by underwriters:-
    
    the Crew shall ensure that Owners occupation of the Defined Areas and other
parts of the Vessel does not hinder any remaining Works to be carried out by LWB.
 5.
    
    It is understood and agreed that due to the ongoing completion of the Vessel, the local fire
brigade considers the Vessel to be unsafe for accommodation, but that nonetheless the Owner
wishes to accommodate the Crew on board and with the adoption of certain procedures believes
that the crew may be accommodated safely. The Owner undertakes to hold harmless and indemnify
LWB against all costs, liabilities and losses incurred by LWB by reason of the accommodation
of the Crew on board with respect to the Defined Areas and other parts of the Vessel occupied
by the Crew.
 6.
    
    Save as expressly provided in this Addendum an other terms and conditions of the Contract
(and previous addenda thereto) shall remain un-amended and in full force and effect.




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##### 



7.
    
    Words and expressions defined in the Contract shall have the same meaning when
used in this Addendum.
 Signed on 28 April 2005
Mark E. Warren 
For and on behalf of
Pride of America Ship Holding, Inc.Signed on 18 April 2005
__________________________________Signature Illegible
__________________________________For and on behalf of
Lloyd Werft Bremerhaven GmbHSigned on 13 May 2005
__________________________________Signature Illegible
__________________________________

Wolfgang van Betteray
as Sachwalter of LWB




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##### 



Contract Owner LWB Vessel
  1. Determination and payment of certain sums referred to in Addendum No. 3 to the Contract
   (i)
    
    LWB has rendered a concurrent cost estimation on a monthly basis both in respect
of the Casualty works and the completion Works. A copy of the concurrent cost
estimation as of May 25, 2005 is attached as Annex 1, showing
 -
    
    regarding the Casualty Works, a provisional result of [**]
[Confidential Treatment] representing the full amount of the [**]
[Confidential Treatment] insurance cost savings to be
credited to the Owner and LWB jointly under clause 5 of the Vereinbarung, and-
    
    regarding the completion Works, a provisional result of [**]
[Confidential Treatment]
in favour of the Owner (including [**]
[Confidential Treatment] representing [**]
[Confidential Treatment] of all scrap
proceeds referred to in clause 20. (c) of Addendum No. 3);
 (ii)
    
    in view of the current shortened business year of LWB, which,
due to the Insolvency proceedings, will end on 30 June 2005, LWB will render its annual accounts by
30 August 2005. The annual accounts will be verified by the accountants of LWB by 20
September 2005, and may for the purposes of




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##### 



determining the payment due to the Owner be verified by the accountants of the
Owner;(iii)
    
    in view of the subsequent shortened business year of LWB ending on 31 December
2005, LWB will render its subsequent annual accounts by 30 March 2006 which will be
verified by the accountants of LWB by 30 April 2006 and may for the purposes of
determining the payment due to the Owner be verified by the accountants of the Owner;
and(iv)
    
    based on Annex 1, the annual account of the business year ending 30 June 2005
and the annual account of the business year ending 31 December 2005, the accountants of
LWB and the Owner shall jointly determine the exact sum payable to the Owner in
accordance with clause 16. (a) and 17. (c) of Addendum No. 3;(b)
    
    Regarding payments due to the Owner under clause 20. (c) of Addendum No. 3, the
scrap revenues are included in the concurrent cost estimation and this position is
therefore part of the result under 1 (a) (i).
 1.2.
    
    The provisional result of [**]
[Confidential Treatment] regarding the completion of Works referred to in
clause 1.1.(a) (i) of this Addendum No. 5 has been determined without computing in
determining such provisional result the sum of [**]
[Confidential Treatment] referred to in clause 2.8.The release of this sum to either party as well as any further payments made by LWB to the
Owner [**]
[Confidential Treatment] referred to in clause 2.6 below or further agreement will change the
provisional result and any improvement of the result shall be credited at [**]
[Confidential Treatment] to the Owner,
and any reduction of the result shall be reimbursed by the Owner to LWB in an amount
corresponding to [**]
[Confidential Treatment] of the reduction.1.3.
    
    Payment of the sums referred to in paragraphs 1.1 and 1.2 above shall be made as follows:(a)
    
    LWB shall make an advance payment on the amount due under clause 16 (a) of Addendum No. 3
in the amount of [**]
[Confidential Treatment] at redelivery of the Vessel, which amount shall then be
deducted from the Casualty Compensation.




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##### 



(b)
    
    LWB shall make payment of the amount due under clause 16 (b) of Addendum No. 3, as soon
as the full and final settlement regarding the Casualty Works has been achieved with VHT and
the insurers and the final instalment has been paid, assumed for the end of July 2005, which
amount shall then be deducted from the Casualty Compensation.(c)
    
    The remaining funds due to the Owner under clause 16. (a) shall be paid by LWB to the Owner
as soon as the joint determination referred in clause 1. (a) (iv) above has been completed,
such further payments to reduce the Casualty Compensation accordingly.
 2.
    
    Works and other matters outstanding at redelivery
 2.1
    
    The Works referred to in the attached Annex 2 will not be completed as at redelivery and LWB
hereby agree, at their risk and expense (and without any impact on the profit share
calculations referred to in clause 1 above) to complete all such Works to the Owners
satisfaction fully in accordance with the Contract and the Specification as soon as
practicable after redelivery. In the limited time available for redelivery it has not been
possible for the parties technical representatives to verify the accuracy and
completeness of Annex 2. The parties therefore agree that they will work closely together and
in good faith in order to verify and, as necessary, amend or supplement and/or reduce Annex 2
as soon as reasonably practicable after redelivery in order to ensure that Annex 2 reflects
the actual position as at redelivery.2.2
    
    Without prejudice to clause 2.1 above, if (a) by [**]
[Confidential Treatment] any of the Works referred to in
the attached Annex 3 shall not have been completed to the Owners satisfaction in accordance
with the Contract and the Specification or any of the remaining Tests and Trials shall not
have been passed successfully or any of the certificates and other documents to be issued by
any of the Classification Bodies or Regulatory Bodies shall not have been issued or shall
have been issued subject to any conditions, recommendations or other restrictions
and (b) by reason of any of the foregoing the Vessel is not ready to enter continuous
fare paying passenger service by midnight (Vessel local time) on [**]
[Confidential Treatment] then from such
time and until the Vessel does enter fare paying passenger service LWB shall be liable to pay
the Owner from time to time on demand by way of agreed liquidated damages and not as a penalty
liquidated damages at the rates and for the periods specified in clause 12.1.3 of the Contract
(but




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##### 



without the eight days grace period provided for in that clause) for each day
(and pro rata for each part of a day) during such period provided however that the total amount
payable by LWB under this clause 2.2 and clause 2.6 (b) (i)  [**]
[Confidential Treatment]. For the avoidance of doubt, this provision does not relieve LWB of
its obligation to pay Casualty Compensation under Addendum No. 3. With reference
to item 5 # 124 and 132 of the USCG Worklist in Annex 3, the Owner is required to
provide three additional licensed engineers to provide a continuous watch to respond
to alarms in respect of the machinery automation system  and three additional
electrical bridge officers to provide a continuous match in respect of the ship security alert
systems [**]
[Confidential Treatment].2.3
    
    Pending completion of the Works referred to in Annex 3 in accordance with clause 2.2,
the Owner may withhold the sum of [**]
[Confidential Treatment] from the final instalment of the
Contract Price. Such sum will be placed in an escrow account with HSBC Bank plc in London
or another mutually acceptable bank in London as soon as practicable after redelivery and
on terms that it will be released only upon joint written instructions of the parties
duly authorised representatives. The parties will promptly provide the relevant bank with
ail such information and documentation as it may require to open the escrow account
pursuant to this clause. The parties agree that as soon as the Works referred to in Annex
3 have been completed to Owners satisfaction in accordance with the Contract and the
Specification, all remaining Tests and Trials have been passed successfully, and all
certificates and other documents have been issued free of conditions, recommendations so
that the Vessel is ready to enter continuous fare paying passenger service the Owner will
join with LWB in instructing HSBC to release the principal amount of the escrowed funds to
LWB less the aggregate total amount of any liquidated damages payable by LWB under clause
2.2 which amount shall be released to the Owner. [**]
[Confidential Treatment].2.4
    
    In order to complete the Works referred to in clauses 2.1 and 2.2 above LWB will, at
its sole risk and expense (and without any impact on the profit share calculations
referred to in clause 1 above) arrange for up to [**]
[Confidential Treatment] workers to travel with the Vessel to
New York. At all times and in all respects such workers shall be deemed to be employees of
LWB who shall be fully and directly responsible for  and who shall from time to time on
demand indemnify the Owner fully against  all liabilities in relation to death or injury to any
such workers or the loss, damage or destruction of any of their property save only




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##### 



to the extent that any such liability arose as a direct result of wilful default or
gross negligence on the part of the Owner. LWB will arrange and pay for the repatriation from
New York of the workers referred to above.2.5
    
    Without prejudice to LWBs obligations under clauses 2.2 above, if the Owner in its free
discretion agrees that any of the relevant Works may be completed by LWB after [**]
[Confidential Treatment],
LWB shall ensure that all such Works shall be planned and executed with all due despatch after [**]
[Confidential Treatment] without any interruption to the Vessels service and without adversely affecting
the convenience and comfort of the Vessels passengers.2.6
 (a)
    
    There are open issues between the parties in relation to:  [**]
[Confidential Treatment].
 the parties agree to negotiate with one another in good faith in order to resolve their
disagreements in relation to these issues as soon as practicable after redelivery of the
Vessel provided always that if it is not possible for the parties to resolve their
disagreements in relation to such issues by the due date for payment to LWB of the sum
payable to it under clause 2.3 above then the parties may refer such matters to arbitration
in London pursuant to clause 22 of the Contract.




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##### 



(i)
    
    in relation to the matters referred to in (a) (i) above, and notwithstanding redelivery
of the Vessel, the Owner shall be entitled to claim the costs of (a) all necessary
materials, installation and modification works; (b) all necessary dry dock costs; (c) all
fuel and port costs incurred in moving the Vessel from her service berth to the dry dock,
in carrying out all necessary sea trials, and in moving the Vessel back to her service
berth; (d) all attendance costs of representatives of the Classification Bodies and other
persons who may be required to attend the Vessel in connection with the remedial works and
related trials; (e) and liquidated damages at the rate of [**]
[Confidential Treatment] per day (and pro
rata) for each day (or part of a day) during which the Vessel is out of service on account
of the remedial works, dry docking etc;(ii)
    
    the remedial works and dry docking may be carried out where and when most convenient
to the Owners scheduled service for the Vessel and in order to minimise disruption to
such service;(iii)
    
    the Warranty Period referred to in clause 10.1 of the
Contract will continue until  [**]
[Confidential Treatment] from the due date for payment of the sums payable to LWB under clause 2.3 above.
The Warranty Period shall apply to works in relation to the matters referred to in (a) (i)
above and shall continue until [**]
[Confidential Treatment] from the date of completion of such works provided
that (without prejudice to the Warranty Period for the equipment already installed in the
Vessel) in the case of the new propellers the [**]
[Confidential Treatment] Warranty Period will commence when
they are ready to be installed on the Vessel; and(iv)
    
    the provisions of clause 10 of the Contract do not apply to the Owners claims in
respect of the matters referred to in paragraphs (i) to (iv) above.For the avoidance of doubt, the Owners right to make any recovery from LWB in relation to the
matters referred to 2.6. (a) shall be subject to and conditional upon either LWB accepting
liability for such matters or such liability being determined [**]
[Confidential Treatment].




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##### 



2.7
    
    By accepting redelivery of the Vessel the Owner shall not be deemed to have waived
any of its rights which may arise (or which may have arisen) at any time under and in
connection with the Contract in respect of any of the matters referred to in paragraphs 2.2
and 2.6 above, all of which rights are fully reserved.2.8
    
    The parties have agreed that, as security for the Owners disputed claims under clause
2.6 (a) (i) above, the Owner may withhold [**]
[Confidential Treatment] which sum is to be paid as soon
as practicable after redelivery into an escrow account opened and held by HSBC Bank plc in
London or such other bank in London as is mutually acceptable to both parties and on terms
that all payments from the escrow account shall be made only upon either the joint written
instructions of the duly authorized representatives of both parties or in accordance with a
binding arbitration award obtained in the arbitration proceedings referred to in clause 2.6.
Interest on the escrowed funds will follow the agreement of the parties or the award of the
arbitration tribunal. The parties will provide the relevant bank with ail such information
and documentation as it may require to open the escrow account pursuant to this clause. LWB
and its Shareholders (as defined in the Memorandum of Agreement made between LWB, the Owner,
the Shareholders and KfW on or about 1 July 2004 (the MoA) further agree that:
 (i)
    
    if and to the extent that LWB accept liability or are adjudged to be
liable to the Owner [**]
[Confidential Treatment] and such liability exceeds the
amount recoverable by the Owner from the escrowed funds and LWB are unable to pay
the excess then subject to the following proviso the amount of the Owners claim
for Casualty Compensation referred to in the MoA shall be increased by the
amount of such excess up to a cap of [**]
[Confidential Treatment] provided that such cap is
solely for the purposes of fixing the amount of the Owners claims that are
secured by the securities referred to in (ii) below and shall not cap the amount of
the Owners claim against LWB;(ii)
    
    by no later than [**]
[Confidential Treatment] LWB and the Shareholders (as defined in the MoA)
shall at their cost procure that the Owners claim for Casualty Compensation (as
the same may be increased pursuant to the provision of (i) above) is directly
secured on an in rem basis to the Owners satisfaction by granting the same
securities to the Owner as to KfW and the Banks (as defined in the MoA) for the
Loan (also defined in the MoA) on the basis that such securities would be
subordinate to and rank directly after the interest of KfW and the Banks under




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##### 



their existing securities subject always and without prejudice to the obligations
of KfW and the Banks under and in connection with the MoA.
 2.9
    
    Pending agreement of the parties or [**]
[Confidential Treatment] for the matters referred to in clause 2.6 (a) (i), LWB and the Owner will work
closely together in order to plan and timetable the necessary remedial works, with LWB taking
the lead role vis-a-vis the manufacturers of the relevant equipment provided always that LWB
shall obtain the prior written approval of the Owner in relation to all material decisions in
connection with such works including, without limitation, the design, location and timing of
such works. LWB shall pay for the necessary materials, works and dry-docking charges. If they
accept liability [**]
[Confidential Treatment] for such costs and charges and the sum
total of the amounts recoverable by the Owner under clause 2.6 (b)(i) above shall be less than
the funds standing to the credit of the escrow account, the relevant amount due to the Owner
shall be released to the Owner and the balance shall be released to LWB. Alternatively if the
Owner accepts liability or is adjudged to be liable for such costs and charges then the funds
(including interest) standing to the credit of the escrow account shall be released to LWB and
in addition the Owner will reimburse LWB for the amounts already paid by it on account of such
costs and charges.2.10
    
    NCL Corporation Ltd guarantees and undertakes to ensure that the sums referred to in clauses
2.3 and 2.8 above (which sums are presently held on deposit by HSBC Bank plc in London) will
continue to be held by HSBC Bank plc until the escrow accounts referred to in those clauses
have been opened and will then cause such sums to be paid to such accounts pursuant to clauses
2.3 and 2.8.2.11
    
    The Final Completion Certificate and the Protocol of Redelivery shall be in all respects
subject and subordinate to the provisions of this Addendum.3.
    
    Save as expressly provided in this Addendum all other terms and conditions of the Contract
(and previous addenda thereto), including but not limited to clause 17 (c) of Addendum No. 3,
shall remain unamended and in full force and effect. By their signature of this Addendum each
of the Owner, LWB and the Sachwalter fully and unconditionally affirm the Contract as amended
by this Addendum.




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##### 



4.
    
    Words and expressions defined in the Contract shall have the same meaning when
used in this Addendum.
 Signed on 7/6/2005 by:
    
    
    
    Signed on 7/6/2005 by:/s/ PA Turner
    
    
    
    /s/ PA TurnerFor and on behalf of
    
    
    
    For and on behalf ofPride of America Ship Holding Inc.
    
    
    
    NCL Corporation Ltd.Signed on 7/6/2005 by:
    
    
    
    Signed on 07/06 2005 by:/s/ [ILLEGIBLE]
    
    
    
    /s/ [ILLEGIBLE]For and on behalf of
    
    
    
    For and on behalf ofLloyd Werft Bremerhaven GmbH
    
    
    
    Wolfgang van Betteray 
as Sachwalter of LWBSigned on 7/6/2005 by:
    
    
    
    Signed on 7/6/2005 by:/s/ [ILLEGIBLE]
    
    
    
    /s/ [ILLEGIBLE]For and on behalf of
    
    
    
    For and on behalf ofL.P.S. Dienstleistungs- und
    
    
    
    W.L. Werner Lüken Verwaltungs- undVerwaltungsgesellschaft Bremerhaven
    
    
    
    Beteiligungs GmbHGmbH




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##### 



Annex 1: [**]
[Confidential Treatment]Annex 2: [**]
[Confidential Treatment]Annex 3: [**]
[Confidential Treatment]




---



##### 



Contract) Owner) (LWB) Vessel)
 NOW, IT IS HEREBY AGREED
 1.
    
    The Owner asserts that LWB became liable to pay liquidated damages pursuant to
Clause 2.2 in Addendum 5 of the Contract with effect from midnight (New York time)
on [**] [Confidential Treatment]. LWB disputes this assertion. Each party reserves all of its rights
and
remedies in relation to this dispute and agrees that the making of this Addendum
shall be
without prejudice to all such rights and remedies.2.
    
    The Vessel is scheduled to enter continuous fare paying passenger service in Miami
on
[**] [Confidential Treatment] for a cruise (the first cruise)from Miami to Los Angeles. However, as
at
the date of this Addendum, the Works to be performed by LWB under the Contract in
relation to [**] [Confidential Treatment]
have not yet been completed to the Owners satisfaction in
accordance with the Contract and the Specification. The parties disagree about the
number of cabins affected by [**] [Confidential Treatment]. LWB
accept that [**] [Confidential Treatment] cabins cannot be
used for continuous fare paying passenger service by reason of [**] [Confidential Treatment].
However, the Owner has reason to believe that, after the Vessel enters fare paying
passenger service, [**] [Confidential Treatment] may affect other cabins and spaces in the Vessel.
In
order to enable the Owner to put the Vessel into partial fare paying passenger
service on
[**] [Confidential Treatment], the parties have agreed that LWB shall pay liquidated damages to the
Owner in accordance with the following provisions:-
 (i)
    
    With effect from commencement of the first cruise on [**] [Confidential Treatment] until the
time on the date when the cause and effects of the [**]
[Confidential Treatment] in [**] [Confidential Treatment]
the affected cabins referred to above have been permanently remedied,
and when such permanent remedy has been proved by all necessary tests,
to the Owners satisfaction in accordance with the Contract and the
Specification LWB shall pay the Owner liquidated damages at the rate of
[**] [Confidential Treatment],-per day (and pro rata for each part of a day). This rate
represents [**] [Confidential Treatment]% of a per day rate of [**] [Confidential Treatment], this being the % of the
Vessels cabin capacity agreed by LWB (as at the date of this Addendum)
to be unusable by reason of [**] [Confidential Treatment].(ii)
    
    All necessary tropical climate inspections, tests and trials
of the [**] [Confidential Treatment]
will be carried out, at the times and in accordance with the procedures already agreed
between the technical representatives of the Owner and LWB, during the first cruise
while the Vessel is transiting the Panama Canal. If such tropical inspections, tests and
trials prove that other cabins (in addition to [**] [Confidential Treatment] the cabins referred to at (i) above)
or other spaces in the Vessel are affected by [**] [Confidential Treatment], the liquidated damages
payable by LWB for the duration of the first cruise and each subsequent fare paying
passenger cruise shall be increased to reflect the % of the Vessels cabin capacity and
other spaces that are in fact affected by the [**] [Confidential Treatment] until the cause and effects
of the [**] [Confidential Treatment] in the affected cabins and other spaces have been permanently
remedied, and until such permanent remedy has been proved by all necessary inspections
tests




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##### 



and trials, to the Owners satisfaction in accordance with the Contract and
the Specification provided however that, at the commencement of each subsequent
fare paying passenger cruise, the liquidated damages rate per day (and pro rata)
for such cruise shall be reduced proportionately to reflect the number of cabins
and other spaces that were proven, to the Owners satisfaction in accordance with
the Contract and the Specification, to have ceased to be affected by
[**] [Confidential Treatment]
during or after completion of the previous fare paying passenger cruise.
 [**] [Confidential Treatment]
 3.
    
    Directly following signature of this Addendum on behalf of the parties, the Owner and
LWB will consult with one another in good faith with a view to agreeing the nature,
extent and timing of the corrective works to be carried out by LWB (at their sole risk and
expense) in order to permanently remedy the causes and effects of all
[**] [Confidential Treatment] to
the Owners satisfaction in accordance with the Contract and the Specification provided
always that such works shall be planned and carried out with all due despatch, without
any interruption to the Vessels service and without affecting the comfort or convenience
of the Vessels passengers.4.
    
    Notwithstanding Clause 3 above, LWB agree that if the causes
and effects of all [**] [Confidential Treatment] shall not have been permanently remedied, and that such permanent remedy
shall not have been proved by all necessary inspections tests and trials, to the Owners
satisfaction in accordance with the Contract and the Specification by completion of the
first cruise, the Owner shall be entitled (without prejudice to its other rights under the
Contract) to arrange for corrective works to be carried out by their own contractors and
charged to LWB under and in accordance with Clauses 10.9 and 10.10 of the Contract.5.
    
    LWB acknowledge and agree that [**] [Confidential Treatment]
cabins [**] [Confidential Treatment], that this incident constitutes a Defect for
which LWB is responsible under Clause 10 of the Contract, and that the Owner may
bring a claim in respect of such Defect under and in accordance with Clauses 10.9 and
10.10 of the Contract.
 
 -2-




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##### 



6.
    
    For the avoidance of doubt this Addendum does not alter, excuse, relieve or reduce any
of the obligations and liabilities of LWB or LWBs Shareholders to the Owner under and
in connection with Addendum 5 (including LWBs obligation to complete all outstanding
Annex 2 and Annex 3 Works with all due despatch in accordance with the other
provisions of Addendum 5) or any other provisions of the Contract (including LWBs
guarantee and warranty obligations under Clause 10 of the Contract). Accordingly, save
as expressly provided in this Addendum all other terms and conditions of the Contract
(and all previous addenda thereto), including but not limited to Clause l7(c) of
Addendum No. 3, shall remain unamended and in full force and effect. By their
signature of this Addendum each of the Owner, LWB and the Sachwalter fully and
unconditionally affirm the Contract as amended by this Addendum.7.
    
    Words and expressions defined in the Contract shall have the same meaning when used
in this Addendum.
    Authorised Signatures of the parties
 Signed
on 25 June, 2005 by:
    
    Signed on 25 June, 2005 by:/s/
Colin Veitch
    
    /s/ Werner Luken
 -3-




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##### 



/s/
Colin Veitch
    
    /s/ Werner LukenFor and on behalf of
    
    For and on behalf ofPride of America Ship Holding Inc.
    
    Lloyd Werft Bremerhaven GmbHSigned on 25 June, 2005 by:
    
    Signed on 25 June, 2005 by:/s/ Werner LukenFor and on behalf of
    
    For and on behalf ofWolfgang van Betteray
    
    W.L. Werner Lüken Verwaltungs-undAs Sachwalter of LWB
    
    Beteiligungs GmbHSigned on 25 June, 2005 by:For and on behalf of L.P.S.
Dienstleistungs-undVerwaltungsgesellschaft BremerhavenGmbH/s/
Werner Luken
 -4-