Exhibit 10.2


 


[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.


 


ADDENDUM NO. 5 


TO THE SHIPBUILDING CONTRACT


HULL NO. [*]


DATED 14 SEPTEMBER 2012


 


between


 


MEYER WERFT GMBH & CO. KG, a company
organised and existing under the laws of Germany, and having its principal office at Industriegebiet Süd, D-26871 Papenburg,
Germany (the "Builder"); and


 


BREAKAWAY FOUR, LTD., a company incorporated
in Bermuda and having its registered office at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda (the "Buyer");
and


 


NCL CORPORATION LTD., a company incorporated
in Bermuda having its registered office at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda ("NCLC").


 


Whereas, by a Shipbuilding Contract dated
14 September 2012 in relation to Hull No. [*] – as amended – made between the Builder, the Buyer and NCLC (the
"Contract"), the Builder agreed to design, build, complete and sell to the Buyer a passenger cruise ship and the
Buyer agreed to purchase and accept delivery of the same, all in accordance with the terms and conditions of the Contract.


 


Whereas, the Buyer has requested the Builder
to adjust the Ship extensively for the [*] market although the Ship is already in an advanced stage of design and construction
(hereinafter referred to as the “[*] Changes”). For that reason a core team with specialists from technical
design and construction departments was established to develop a complete new process and a procedure to implement such extensive
changes as far as reasonably practicable at such a late stage of design and construction.


 


Whereas, the parties have agreed that the
[*] Changes shall be conducted and documented – in addition to this addendum – by way of an agreement on modification
(named as the “[*] Changes AOM), which describes the scope of modifications in detail and the impact on the Contract,
Specification, including Appendices and Plans.


 


Now, therefore, in consideration of the
premises, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties
agree as follows:


 




     


     


    

  


		1.	The general arrangement plan which is currently agreed by the parties within the Contract and hence
does currently form a part of the Contract shall be replaced as follows:



 


The general arrangement plan
[*] (as amended) shall be and is hereby entirely replaced by the general arrangement plan [*] Changes Milestone C1,
Alteration L, and dated March 07, 2016


 


		2.	Article 1 Clause 2 “Description of the Ship” shall be and is hereby amended as follows:



 


(ii)Deadweight


 


The guaranteed deadweight at
a mean moulded draft of [*] metres will be [*] metric tons in seawater of 1.025 t/m3 density (and under the conditions
further described in section G.2.3 of the Specification). The deadweight is the difference between the loaded displacement and
the contractual lightweight. The contractual lightweight is the weight of the Ship clean, empty, equipped ready for sea in accordance
with section G.8.3 of the Specification and adjusted by any weight (and related ballast) added or subtracted by reason of any agreements
on modification made at any time under Article 3 of this Contract.


 


(iii) Passenger Cabins:


 


Penthouse
Suite: [*]


Courtyard
Suite 1: [*]


Courtyard
Suite 2: [*]


Courtyard
Suite 2 ADA: [*]


Corner
Suite: [*]


Junior Suite:
[*]


Family Deluxe
Suite: [*]


Family Deluxe
Suite ADA: [*]


Family Cabin
Large Type 01: [*]


Family Cabin
Large Type 02: [*]


Concierge
Family Cabin Large Type 01: [*]


Concierge
Family Cabin Large Type 02: [*]


Concierge
Suite Small: [*]


Concierge
Suite Large A: [*]


Concierge
Suite Large B: [*]


Concierge
Suite B: [*]


Mini Suite:
[*]


Mini Suite
ADA: [*]


Balcony
Cabin: [*]


Balcony
Cabin ADA: [*]


Ocean View
Cabins Transversal: [*]


Ocean View
Cabins Longitudinal: [*]


Ocean View
Cabins Longitudinal Family: [*]


Ocean View
Cabins ADA: [*]


Family cabin:
[*]


Family cabin
ADA: [*]


Inside Cabin:
[*]


Inside Cabin
ADA: [*]


 




    	 	 	Page 2 of 7



     


    

  


(iv) Crew Cabins:


 


Captain class cabins: [*]


Senior officer cabins:
[*]


Officer outside cabins:
[*]


Officer inside cabins:
[*]


Senior Crew single
cabins: [*]


Senior Crew double
cabins: [*]


Crew single cabins:
[*]


Crew single shared cabins: [*]


Crew double cabins
A: [*]


Crew double cabins
B: [*]


Crew entertainer cabins:
[*]


 


(v) Life saving equipment:


 


The number of person on board
for the purposes of long international voyages: [*].


 


(vii) Speed:


			



			The trial speed of the Ship at a mean moulded draft of [*] metres shall be at least [*]
knots under the conditions specified in Section G.2.5 of the Specification.



 


Article 2, Clause 2:


 


The time period for the approval
of those documents and drawings which will to any extent be revised or even newly issued in each case as a consequence of the [*]
Changes (the “[*] Changes Plans”) and which are to be approved by or on behalf of the Buyer under and in accordance
with this Contract including without limitation Article 2 Clause 2.6 of the Contract, is hereby reduced from fifteen (15) working
days to ten (10) working days and the Builder will deliver an indicative pre-alert list of the drawings to the Buyer the week before.
Any [*] Changes Plans which are sufficient for the Buyer’s review under and in accordance with Article 2 Clause 2.4
of the Contract and which the Buyer fails to return to the Builder within the above mentioned period of (10) working days shall
without any further notice being required by the Builder be deemed to have been automatically approved by the Buyer in their entirety.


 


		3.	Article 2, Clause 4:



 


The milestones programme which
is currently agreed by the parties within the Contract and hence does currently form part of the Contract as Appendix 8 to the
Specification (“Milestones”), shall be replaced as follows:


 


The milestone plan revision
4 is hereby replaced by the milestone plan revision 5, dated January 12, 2016.


 




    	 	 	Page 3 of 7



     


    

  


		4.	Article 3, Clause 1:



 


For the avoidance of doubt,
the [*] Changes AOM shall be dealt with under and in accordance with Article 3 of the Contract and hence e.g. adjustments
to or amendments of any relevant provisions of this Contract, the Plans or the Specification, which are directly, necessarily and
reasonably occasioned by such modifications will be accepted accordingly. The price of the [*] Changes, which have been
agreed between the Buyer and the Builder but which still need to be documented in the [*] Changes AOM, is EUR [*]
(in words: Euro [*]) and shall be payable by the Buyer to the Builder with the balance of the Contract Price on delivery
of the Ship. For the avoidance of doubt, the afore-mentioned price for the [*] Changes does not include any other AOM agreed
under and in accordance with the Contract so that accordingly also for any such other AOM the price(s) shall - if not agreed otherwise
like for the [*] AOM - be paid with the balance of the Contract Price on delivery of the Ship.


 


		5.	Article 6, Clause 2.2:



 


The guaranteed trial speed ("GTS")
of the Ship at a mean moulded draft of [*] metres ([*] metres and [*]) shall be [*] knots and shall
be demonstrated by the Builder during the sea trials tests under the conditions described in section G.2.5 of the Specification.
If at any time the Builder anticipates that, or if the sea trials tests demonstrate that, there will be a deficiency in the GTS
the Builder shall promptly develop and provide the Buyer with a proposal to remedy the deficiency at the Builder's cost.


 


		6.	Article 6, Clause 2.6:



 


The guaranteed deadweight capacity
of the Ship shall be [*] metric tons under the conditions defined in sections G.2.3 and G.2.4 of the Specification and shall
be demonstrated by the Builder in the specified deadweight capacity test.


 


		7.	Article 6, Clause 2.7:



 


If the Builder fails to remedy
any deficiency in the Ship's deadweight capacity before delivery, the Builder shall have no liability to the Buyer if the actual
deadweight capacity of the Ship, as determined in accordance with the Specification, is less than [*] below the guaranteed
deadweight capacity, but the Contract Price for the Ship shall be reduced by way of liquidated damages by the sum of [*]
for each full metric ton of such deficiency being more than [*] up to a maximum deficiency of [*] at a draft of not
more than [*] on even keel with fractions of each metric ton being calculated in proportion provided that if the actual
deadweight deficiency at a mean moulded draft of not more than [*] even keel is more than [*], the Buyer may, at
its option, either accept the Ship at a reduction in the Contract Price of [*] for such Defect or reject the Ship and terminate
this Contract pursuant to Clause 2 in Article 9.


 


		8.	Article 6, Clause 2.14:



 


The Buyer and the Builder agree
that Article 6, Clauses 2.14 to 2.18 shall not apply in the event of a delay in the delivery of the Ship by the Delivery Date (as
amended in paragraph 9 below) if such delay is caused by the inability of the Builder to complete the [*] Changes in accordance
with the Contract by the Delivery Date, and that in the event of


 




    	 	 	Page 4 of 7



     


    

  


any such delay the following
provisions shall apply in place of Article 6, Clauses 2.14 to 2.18:


 


"The Builder: acknowledges
that the Buyer intends to arrange for the Ship's maiden cruise with fare paying passengers to be held directly following the end
of the Rectification Period; acknowledges that it is imperative for the Ship to be ready at the time, and in the condition, provided
for in this Contract so as to enable the Buyer to fulfill its commitments in relation to the Ship's maiden cruise; agrees to take
all reasonable measures to assist the Buyer to fulfill its commitments in relation to the Ship's maiden cruise; acknowledges that
if the Outstanding Works (as defined in paragraph 10 below) have not been completed in accordance with this Contract by the end
of the Rectification Period, the Buyer will suffer loss and damage (including reputational damage) in amounts which are extremely
difficult to quantify in advance; and agrees that the per day sums set out below represent a genuine and reasonable pre-estimate
of the Buyer's loss and damage for each day of delay in completion of the Outstanding Works in accordance with this Contract beyond
the end of the Rectification Period.


 


If completion of the Outstanding
Works in accordance with this Contract is delayed beyond the end of the Rectification Period, then subject to a grace period which
will expire at midnight in Papenburg on the [*], the Builder shall pay liquidated damages for each calendar day (or pro-rata
for each part of a calendar day) of delay, calculated as follows: (a) for the first [*] of delay, counting from midnight
Papenburg on the [*], the liquidated damages for delay shall be calculated at the rate of [*] per day; and thereafter,
until actual completion of the Outstanding Works in accordance with this Contract, the liquidated damages for delay shall be calculated
at the rate of [*].


 


Payment of the liquidated damages
referred to above shall be made by the Builder to the Buyer as follows. The Builder's first payment shall be made on the earlier
of (a) the [*] after completion of the Outstanding Works in accordance with this Contract have been delayed beyond the last
day of the Rectification Period and (b) the date on which completion of the Outstanding Works in accordance with this Contract
actually occurs. Thereafter the payments shall be made every [*] commencing on the [*] after the end of the [*]
period mentioned above, and continuing on the last day of each succeeding [*] period thereafter until the day on which completion
of the Outstanding Works in accordance with this Contract actually occurs."


 


Provided however, the maximum liquidated damages
payable by the Builder to the Buyer for delay in delivery resulting from the [*] Changes shall be limited to a total maximum
amount of [*].


 


		9.	Article 7, Clause 1.1:



 


The Delivery Date of the Ship
shall now be [*] instead of [*]. The Buyer herewith agrees and acknowledges that due to the late request for the
[*] Changes - and their corresponding late implementation into the Ship - the Ship might not be fit for purpose at the Delivery
Date as currently provided for in the Contract. However, the Builder and the Buyer (i) will jointly take all reasonable efforts
to make to Ship fit for purpose at the Delivery Date and (ii) expect at the date of this addendum in consideration of the amendments
to the Contract contemplated herein that this common goal is achievable. In case the Ship contrary to the above expectations might
have one or more Defects relating


 




    	 	 	Page 5 of 7



     


    

  


to the [*] Changes which:
do not entitle the Buyer to reject the Ship under any of the provisions of Article 6, Clause 2.3, Clause 2.5 or Clause 2.7; do
not and will not render the Ship unseaworthy or otherwise prevent the Buyer from safely conveying Ship to China; do not prevent
the Buyer from registering the Ship under the flag and laws of the Flag State; do not prevent the Buyer from drawing any tranche
of the loan by which the Buyer intends to finance its purchase of the Ship; do not and will not prevent the Buyer from insuring
the ship in accordance with its usual policies and standards and do not qualify as minor and insignificant Defects under and in
accordance with Article 7 Clause 1.6 of the Contract, including without limitation not receiving the passenger vessel safety certificate
in time and/or receiving one or more conditions of class and/or other restrictions of other authorities (collectively, "Acceptable
Defects") the Buyer herewith unconditionally and irrevocably waives all its present or future rights a) not to take delivery
of the Ship at the Delivery Date by reason of any Acceptable Defects and b) to be paid liquidated damages for delay in delivery,
including without limitation Article 6 Clause 2.15 of the Contract, because requirements of the Contract, including without limitation
the requirements set forth in Article 7 Clauses 1.1 (i) to (iv) of the Contract are not fulfilled or partially not fulfilled.


 


		10.	Both a) any and all works which are not entirely completed under and in accordance with the Contract
at the Delivery Date and which are within the foregoing definition of Acceptable Defects and b) any and all minor and insignificant
Defects existing at the Delivery Date (together the “Outstanding Works) shall be completed by or on behalf of the
Builder and in close cooperation with and support by the Buyer within [*] counting from the day after the day the Ship was
actually delivered (hereinafter referred to as the “Rectification Period”). For the avoidance of doubt despite
the Outstanding Works described above the delivery of the Ship shall take place at the Delivery Date, including without limitation
the payment of the balance of the Contract Price.



 


		11.	After the Ship’s actual delivery to the Buyer and within the Rectification Period the Buyer
shall at its own risk, cost and expense convey the Ship to its first port of call in China. Without the prior written consent of
the Builder, the Buyer shall during the Rectification Period not be entitled to have persons on board the Ship other than the Buyers’
and Builders’ personnel and subcontractors and suppliers required for completing the Outstanding Works. During such conveyance
and on-site on the first port of call in China or an alternative location in each case to be agreed upon between the Buyer and
the Builder, the Buyer shall at its own cost and expense provide the Builder and the Builder’s subcontractors and suppliers
appropriate board and lodging onboard the Ship in each case in order to enable them to carry out the Outstanding Works in an appropriate
manner. It is acknowledged and agreed that the completion of the Outstanding Works can only be performed on the basis of a proper
coordination and cooperation between the parties hereto.



 


		12.	The Builder agrees that the Guarantee Period in respect of Acceptable Defects in the Ship at delivery
shall be deemed to commence upon completion of their rectification in accordance with the Shipbuilding Contract and not on the
date of delivery of the Ship.



 


		13.	With regard to any works that may be required to be performed by or on behalf of the Builder on
the Ship after the delivery of the Ship (including without limitation the Outstanding Works, guarantee works, voluntary works on
a goodwill basis or any other basis), the Buyer and the Builder shall discuss in good faith, but without any obligation or commitment
on the part of the Buyer, subsequent to the date of this addendum but in any



 




    	 	 	Page 6 of 7



     


    

  


event with sufficient lead time
prior to delivery of the Ship, the possibility of naming the Builder as co-assured under the Buyer’s hull & machinery
insurance and as a protective co-assured under the Buyer’s protection & indemnity insurance and including in each case
a waiver of subrogation towards the Builder (the “Buyer’s Insurances”), the amount of deductable for which
the Builder would be responsible in the event of a loss to which such waiver of subrogation would apply under such coverage, and
increased premiums and other costs, if any, which would be payable by the Builder. If the Buyer will not be able to include the
Builder under the Buyer’s Insurances as aforesaid, the Builder shall be entitled to charge the Buyer with any additional
insurance costs the Builder incurs due to coverage of works to be performed after the delivery of the Ship as evidenced by the
Builder to the Buyer as such costs are currently not included in the price for the [*] Changes AOM.


 


		14.	This Addendum No. 5 will be treated as having been signed by the parties hereto at the time and
on the date when each party has signed and initialled a complete, legible and identical counterpart of this Addendum No. 5 and
exchanged the same by e-mail or fax with the other parties. Thereafter for record purposes only three identical original counterparts
of this Addendum No. 5 shall be signed and initialled by each of the parties after which one original counterpart will be retained
by the Builder, one will be retained by the Buyer and the other will be retained by NCLC.



 


		15.	Words and expressions defined in the Contract shall have the same meanings when used herein.



 


		16.	Except as set forth in this Addendum No. 5, the Contract shall remain unchanged and this Addendum
No. 5 shall be treated as an integral part of the Contract.



 


IN WITNESS WHEREOF, the Builder, the Buyer
and NCLC have duly executed this Addendum No. 5.


 


	/s/ Bernard Meyer 	 
	For and on behalf of MEYER WERFT GmbH & Co. KG	 
	16 March 2016  	 
	 	 
	/s/Frank J. Del Rio 	 
	For and on behalf of Breakaway Four, Ltd. 	 
	16 March 2016  	 
	 	 
	/s/Frank J. Del Rio 	 
	For and on behalf of NCL Corporation Ltd. 	 
	16 March 2016	 


 




    	 	 	Page 7 of 7