Exhibit 10.5


 


SECOND AMENDMENT TO THE AMENDED AND
RESTATED UNITED STATES

 TAX AGREEMENT


 


for


 


NCL CORPORATION LTD.


 


This Second Amendment
(this “Amendment”) to the AMENDED AND RESTATED UNITED STATES TAX AGREEMENT of NCL Corporation Ltd., a company organized
under the laws of Bermuda is made effective as of September 29, 2014, by Norwegian Cruise Line Holdings Ltd., a company organized
under the laws of Bermuda and the Members, as defined in the Agreement. 


 


A.           The
Members and the Company entered into that certain AMENDED AND RESTATED UNITED STATES TAX AGREEMENT on January 24, 2013 (the “Agreement”).


 


B.           The
Company and the Members desire to amend the Agreement as set forth in this Amendment.


 


NOW, THEREFORE, the Agreement shall be amended
as follows:


 


1.           Tax
Distributions.   Section 3(a) of the Agreement shall be amended and restated in its entirety as follows:


 


“(a)   Generally.   
The Principal Member may cause, in its sole and absolute discretion, the Company to distribute cash to the Members. Any distributions
to the Members pursuant to this Section 3(a) generally shall be made to the Members pro rata in accordance with their Membership
Percentages, provided, however, that the Principal Member may cause the Company to pay a dividend or make a distribution
solely to the Principal Member, as otherwise permitted by applicable law, for such corporate or business purposes as the Principal
Member shall deem necessary or appropriate in its sole and absolute discretion. In the event that the Company pays any dividend
or makes any distribution to the Principal Member that is not paid or made pro rata to the other Members in accordance with their
Membership Percentages, the Company shall make appropriate adjustments to the Principal Member’s Units, Membership Percentage
and Capital Account, all as reflected on the Member Schedule maintained by the Company, in accordance with Section 3(e) to appropriately
reflect the relative economic interests of the Members.”


 


2.           Unit
Adjustments.   Section 3 shall be amended by adding a new paragraph (e) as follows:


 


“(e) Unit Adjustments,
etc.  To the extent the Company pays any dividend or makes any distribution to the Principal Member that is not made
pro rata to the other Members in accordance with their Membership Percentages as provided in Section 3(a), the Company shall reduce
the number of Units held by the Principal Member, with corresponding


 




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changes to its Membership Percentage
and Capital Account, based on the amount of such dividend or distribution and the then fair market value per Unit, to appropriately
reflect the relative economic interests of the Members. To the extent the Principal Member contributes cash or assets to the Company,
the Company shall increase the number of Units held by the Principal Member, with corresponding changes to its Membership Percentage
and Capital Account, based on the amount of cash or the fair market value of the assets so contributed and the then fair market
value per Unit, to appropriately reflect the relative economic interests of the Members. In each case, the Company shall make the
appropriate updates to the Member Schedule.”


 


3.           Miscellaneous.   Except
to the extent set forth in this Amendment, the Agreement remains in full force and effect. If the provisions of this Amendment
conflict with the provisions of the Agreement, then the provisions of this Amendment shall prevail.


 


4.           Governing
Law.   This Amendment shall be construed and enforced in accordance with, and governed by, the laws of the State
of Delaware.


 


5.           Counterparts.   This
Amendment may be executed in any number of counterparts, including by facsimile transmission, with the effect as if all parties
had signed the same document. All counterparts shall be construed together and shall constitute one instrument.


 


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IN WITNESS WHEREOF,
the undersigned has duly executed this Agreement as of the date first written above.


 


	 	NORWEGIAN CRUISE LINE HOLDINGS LTD.
	 	 	 
	 	By:	/s/ Kevin M. Sheehan
	 	 	Name: Kevin M. Sheehan
	 	 	Title: President and Chief Executive Officer