Exhibit 10.1

[*]: 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. 2

TO THE SHIPBUILDING CONTRACT

HULL NO. [ * ]

DATED 14 JUNE 2013

between

MEYER WERFT GMBH, 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

SEAHAWK ONE, 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 originally dated 14 June 2013 in relation to Hull No. [*] – as amended – to which, by novation made on the date of this Addendum No. 2, the Builder, the Buyer and NCLC are parties – (the "Contract"), the Builder has agreed to design, build, complete and sell to the Buyer a passenger cruise ship and the Buyer has agreed to purchase and accept delivery of the same, all in accordance with the terms and conditions of the Contract.

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:

- REMAINDER OF PAGE INTENTIONALLY LEFT BLANK –

SHIPBUILDING CONTRACT

BETWEEN

MEYER WERFT GMBH

AND

SEAHAWK ONE, LTD.

AND

NCL CORPORATION LTD.

IN RELATION TO

HULL NO. [*]

THIS AMENDED AND RESTATED SHIPBUILDING CONTRACT (this "Contract") is made between:

NOW IT IS HEREBY AGREED as follows:

ARTICLE 1: SUBJECT MATTER OF CONTRACT

standards for new passenger cruise ships, and so that (unless specified to the contrary in the Specification) the design, quality, workmanship, Parts, function and performance of systems, and the aesthetic design of the passenger cabins and public areas and other specified areas of the Ship, shall not be lower than the highest of the corresponding standards on the reference ship, as built by the relevant builder and as accepted by the relevant buyer.

Length overall about 325.90 metres
Length between perpendiculars about 300.18 meters
Breadth moulded about 41.40 metres
Depth bulkhead deck about 11.60 metres
Design draft about 8.33 metres

The guaranteed deadweight at a design draft of 8.33 metres will be 11,700 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.

Penthouse Suite 1: 4

Penthouse Suite 2: 4

Courtyard Suite 1: 20

Courtyard Suite 2: 25

Courtyard Suite 2 ADA: 2

Spa Suites: 13

Spa Suite Deluxe: 1

Corner Suite: 8

Junior Suite: 14

Family Deluxe Suite: 3

Family Deluxe Suite ADA: 1

Mini Suite: 284

Mini Suite Spa: 20

Mini Suite ADA: 4

Balcony Cabin: 1,114

Balcony Cabin Spa: 38

Balcony Cabin ADA: 16

Ocean View Cabins Transversal: 32

Ocean View Cabins Longitudinal: 30

Ocean View Cabins Longitudinal Family: 6

Ocean View Cabins ADA: 4

Family Cabin: 38

Family Cabin ADA: 4

Inside Cabin: 392

Inside Cabin ADA: 16

Inside Studio Cabin: 82

Captain class cabins: 4

Senior Officer cabins: 5

Officer outside cabins: 112

Officer inside cabins: 2

Senior Crew, single cabins: 71

Senior Crew, double cabins: 10

Crew single cabins: 42

Crew single shared cabins: 716

Crew, double cabins A: 147

Crew, double cabins B: 222

Crew entertainer cabins: 10

Total number of persons on board for the purposes of long international voyages: 6,936.

2 x 14V 48/60 CR TIER2, each capable of a maximum continuous rating of 16,800 kW at 514 rpm (or equivalent)

The trial speed of the Ship at a mean moulded draft of 8.33 metres shall be at least 22.4 knots under the conditions specified in Section G.2.5 of the Specification.

requirements, resolutions and rules of the Classification Society (the "Class Rules") that are (i) in force as of the Effective Date and (ii) announced as of the Effective Date as intended at any time thereafter to come into force or to be implemented. On delivery the Ship shall achieve the class notations specified in Section G.3.2 of the Specification free of all conditions, notations, qualifications, recommendations, reservations and restrictions.

and the Builder shall provide (or procure that the Classification Society or Regulatory Authorities provide) copies of all documents requested under paragraph (i) above and shall keep the Buyer well informed (in advance) of all of the meetings referred to in paragraph (ii) above. The Builder will promptly inform the Supervisor of any unscheduled meetings between the Builder and the Classification Society or the Regulatory Authorities and, if the Supervisor does not attend any of such meetings, the Builder will give the Supervisor a reasonably detailed account of the matters discussed and decisions taken at the meeting.

without limitation, such matters as (a) the best possible guarantees and warranties reasonably achievable and liberty for the Builder to assign all or any part(s) of such guarantees and warranties to the Buyer, (b) the safety of passengers and crew, (c) good service, (d) reliability of subcontractors, and (e) availability of spares and post-delivery service support;

(End of Article 1)

ARTICLE 2: SUPERVISION

provided that the Builder may charge the Buyer at cost for such lodgings and meals, for the secretary and for the use by the Supervisor and his team of the national and international postage, telephone and fax services provided by the Builder under this Clause 1.5.

as the corresponding areas, features and spaces of the Builder’s Hull No. [*], the Builder is not obliged to prepare new drawings for Buyer’s review and approval and the Builder may use the drawings approved by the buyer of Builder’s Hull No. [*] in respect of such areas, features and spaces.

of this Clause 3.2 are inserted into all subcontracts from time to time made by it in connection with the building work.

(End of Article 2)

ARTICLE 3: MODIFICATIONS

provided that nothing in this Clause 1.1 shall require the Builder to jeopardise its contracted building schedule(s) for other ships.

which is directly, necessarily and reasonably occasioned by such modification.

Unless otherwise expressly agreed in writing by the Buyer, for each AOM the increased costs or savings in costs directly, necessarily and reasonably occasioned by the relevant modifications shall be calculated as the sum of:-

(i) the net positive or negative change in (a) the Builder's actual design costs (excluding profit and SG&A expenses), (b) the Builder's actual labour costs (excluding profit and SG&A expenses), and (c) the Builder's actual material costs (excluding profit and SG&A expenses); and

(ii) a fixed profit margin for the Builder of [*], which margin (a) covers and includes all compensation, financing, guarantee, insurance, profit, remuneration, risk and other factors whatsoever in connection with the relevant AOM, and (b) shall be applied only in the case of a net increase in the costs directly, necessarily and reasonably occasioned by such AOM.

For these purposes, the Builder's "SG&A" expenses mean the Builder's combined operating expenses including expenses for contracting, payroll, design, engineering and production, purchasing and sales, and all other administrative and operational expenses.

Article 3. For all purposes of this Contract, the expression "open book basis" means the provision by or on behalf of the Builder (subject to such provision being reasonably practicable on the part of the Builder, or possible without breach of confidentiality restrictions binding on the Builder) of all such invoices and other supporting information, and of all such calculations, determinations and other data as may be required in order to afford complete transparency to the Buyer in relation to the Builder's calculations. Each agreement on a modification of this Contract, the Plans or the Specification shall be recorded and evidenced by an AOM based on the form set out in Schedule 3 of this Contract each of which, when signed by the duly authorised representatives of the Builder and the Buyer, shall constitute an amendment to this Contract and/or the Plans and/or the Specification. Following the signature of each AOM the Builder shall implement the modifications referred to therein.

any of the other main dimensions or main technical characteristics of the Ship as defined in the specifications.

(End of Article 3)

ARTICLE 4: TITLE AND INSURANCES

the Builder shall mark (or cause its relevant subcontractors to mark) the same and the Ship (as it is from time to time built) with Hull number [*].

by the Builder, a sum equal to the amount reasonably determined by the Buyer to be required to secure the discharge or release of such encumbrance (which amount shall include the estimated amount of all expenses which might be incurred in connection therewith, including legal fees).

and in addition the Builder will return to the Buyer, free from all encumbrances (other than permitted encumbrances) all Buyer's Supplies which have not been lost or damaged and which can be removed in sound condition from the Ship, the Shipyard and other place(s) where they are stored; or

(End of Article 4)

ARTICLE 5: PERMISSIBLE DELAYS

provided that the length of any such extension shall be the number of days by which the Builder can prove that the Delivery Date for the Ship actually will be delayed solely and directly by each such cause of delay.

first has knowledge of such cause of delay and in such notice the Builder shall describe the cause of the delay, the date of commencement (or first occurrence) of the cause, its expected duration and its expected effect on the Builder's ability to carry on with the building work.

(End of Article 5)

ARTICLE 6: TESTS, LIQUIDATED DAMAGES AND CERTAIN TERMINATION RIGHTS

failure to comply with the relevant recommendations of any subcontractors or other parties,

provided that the term "Defect" shall not include any fault in any of the Buyer's Supplies which were properly received, handled, installed or incorporated in, stowed on or otherwise delivered with, the Ship by the Builder in accordance with the requirements of this Contract, the Specification and the Plans.

thereafter the Buyer may require a final post-tests examination and inspection at which the Builder shall demonstrate and confirm to the Buyer the complete correction of any and all Defects in such machinery.

deficiency provided that (i) if the shortfall in the number of completed and fully habitable cabins (irrespective of the grades of cabins involved) exceeds 10 cabins, or (ii) if the parties are unable to agree upon a reduction in the Contract Price the Buyer may reject the Ship and terminate this Contract pursuant to Clause 2 in Article 9. For the purposes of this Clause 2.8 sound and vibration effects shall be excluded when evaluating whether or not a cabin is fully habitable, such effects being regulated by Clauses 2.9 to 2.12 of this Article.

on the [*], the liquidated damages for delay shall be calculated at the rate of [*] per day; and thereafter, until delivery of the Ship is actually made or this Contract is terminated, the liquidated damages for delay shall be calculated at the rate of [*] per day.

and continuing on the last day of each succeeding [*] period thereafter until the day on which delivery of the Ship is actually made or this Contract is terminated at which time the Builder shall pay the entire remaining amount due under Clause 2.15.

(End of Article 6)

ARTICLE 7: DELIVERY AND GUARANTEE

the Builder shall tender the Ship for delivery to the Buyer safely afloat alongside a safe and accessible quay at the Delivery Port where there must be sufficient water for the Ship always to remain afloat and from where there must be direct, free, unimpeded, safe and lawful access to international waters provided that the Builder shall have given to the Buyer not less than (a) 365 (three hundred and sixty five) days, 180 (one hundred and eighty) days, ninety (90) days prior written notice of the date on which the Builder in its good faith assessment expects to tender the Ship for delivery to the Buyer in accordance with this Contract, and (b) 15 (fifteen) days definite prior written notice of the date on which the Builder will tender the Ship for delivery to the Buyer in accordance with this Contract.

(subject to any extension thereof as provided for in this Clause 2) from the date of the Ship's actual delivery to the Buyer under Article 7 (the "Guarantee Period").

For the avoidance of doubt, in view of the intended area of the Ship's operation during the Guarantee Period, the Builder will not be entitled to require the Ship to be returned to any of the Builder's facilities for the correction of any Defects.

the Builder shall be responsible for such Defect and the correction thereof in accordance with this Clause 2 provided that the Buyer shall bear and pay for the haul day and any

drydocking costs incurred in the ordinary course of the Ship's normal drydocking maintenance and the Builder, in addition to the costs of all necessary corrective works, shall bear and pay for such additional drydocking day(s) as may be required to correct such Defect.

provided always that the Builder’s maximum liability in respect of any claim made against it by the Buyer under this Clause 2.13 shall not exceed the sum of €1,153,582 (one million one hundred fifty three thousand five hundred eighty two euros) per Defect.

(End of Article 7)

ARTICLE 8: CONTRACT PRICE AND PAYMENT TERMS

The Buyer's obligation to make the payment referred to in sub-clause 2.1 (v) shall be subject to and conditional upon the Buyer's receipt of the Builder's invoice for the relevant payment and the Builder's performance of the other delivery-related obligations provided for in this Contract.

(End of Article 8)

ARTICLE 9: TERMINATION

the Buyer and either retained by the Builder or its subcontractors or sold by any of them, as follows:

provided that if the total of such proceeds of sale, such retained amounts and such credit shall be less than the balance due to the Builder under paragraphs (i) and (ii) of this Clause 1.3, the difference shall be paid by the Buyer to the Builder.

breach of or make any misrepresentation in respect of the Insurances the result of which is to entitle the insurers to avoid the cover or otherwise to be excused or released from any or all of their liabilities thereunder, or (b) any of the Insurances shall cease for any reason whatsoever to be in full force and effect, unless the Insurances are re-instated or reconstituted in a manner meeting the requirements of this Contract within seven (7) days; or

allocated to the Ship, and to complete the Ship at the Shipyard (without being liable to the Builder for rent or other claims) or, in the Buyer's option, at another shipyard.

(End of Article 9)

ARTICLE 10: BUILDER'S REPRESENTATIONS, COVENANTS AND INDEMNITIES

(End of Article 10)

ARTICLE 11: INTELLECTUAL PROPERTY RIGHTS

as may be necessary to ensure that the same are delivered to the Buyer and may be owned and operated by the Buyer (and its successors, assignees and counterparties) without infringement of any patent, patent right, copyright, trademark, trade secret or other intellectual property right.

the Builder shall, at its own expense, either promptly take all such steps as may be necessary fully to restore to the Buyer the free use and possession and quiet enjoyment of the Ship or such Part or, if the same can be done without material adverse affect on or delay to the Ship's schedule, replace any infringing Part with a non-infringing Part which is satisfactory to the Buyer and/or the Classification Society and/or the Regulatory Authorities.

(End of Article 11)

ARTICLE 12: TAXES AND CONTRACT EXPENSES

(End of Article 12)

ARTICLE 13: DISPUTES, JURISDICTION, GOVERNING LAW AND NOTICES

the Dispute shall be determined in accordance with Clause 2.

below provided that all notices and communications relating to technical matters (including, without limitation, those concerning the approval of Plans and tests) shall be given to the Supervisor at the address set out in paragraph (ii) below or sent by email or fax to the email address or fax number specified in paragraph (ii) below.

Attention: Mr Kevin Sheehan, President & CEO

Email: ksheehan@ncl.com

Fax: +1 305 436 4113
with a copy to: Mr Daniel S. Farkas, Sr. Vice President & General Counsel

Email: dfarkas@ncl.com

Fax: +1 305 436 4117

Attention: Mr Christer Karlsson

Email: ckarlsson@ncl.com

Fax: +49 49 61 81 69 10

Attention: Mr Bernard Meyer

Fax: +49 4961 814300

Email: bernard.meyer@meyerwerft.de

Attention: Mr Thomas Weigend

Fax: +49 4961 814279

Email: thomas.weigend@meyerwerft.de

or to such other person, address, email or fax as any party may (by not less than five (5) working days' notice in writing) specify to the other.

(End of Article 13)

ARTICLE 14: GENERAL MATTERS

such period shall be deemed to be extended to the next following working day in such place.

Subject to Clause 13.3, the guarantee provided for in Clause 13.1 shall remain in full force and effect notwithstanding any such assignment, novation or transfer.

would have been available to it by way of defence if the relevant protected party had been a party to this Contract.

If any technical design defects or any other recurring defects should arise or become apparent during the construction period or the contractual guarantee period for the reference ship, the Builder

shall (without cost to the Buyer or NCLC) ascertain the cause or source of such defects and take all steps as may be required to avoid the occurrence of any such defects in the Ship.

(End of Article 14)

SCHEDULE 1

“Acceptable Issuer” means a bank or financial institution which, at the time of issue by it of a guarantee under Article 8 Clause 2.3(ii), has a rating for its long term unsecured and non-credit enhanced debt obligations of A- or higher by Standard & Poor’s Ratings Services and any successor thereto or A3 or higher by Moody’s Investor Services Limited and any successor thereto or a comparable rating from another internationally recognised rating agency acceptable to the Buyer.

"AOM" has the meaning given in Article 3, Clause 1.2;

"Builder's Account" means the euro account numbered [*] and held by the Builder's Bank at its office at Friedrichswall 10, 30159 Hanover, Germany;

“Builder’s Bank” means Norddeutsche Landesbank Girozentrale;

"building work" means all of the Parts to be provided and all of the work to be done by the Builder under and in connection with this Contract, as more particularly described in the Specification and the Plans, and includes all Parts to be provided and all work to be done by the Builder's subcontractors;

“Buyer’s Allowance” has the meaning given in Article 8, Clause 1.1 (iii);

"Buyer's Supplies" has the meaning given in Article 1, Clause 1.1(i)(b);

"Buyer's Supply Costs" means at any given time the aggregate of (i) the costs incurred by the Buyer in relation to the carriage, pre-delivery insurance and delivery of all Buyer's Supplies and (ii) the cost to the Buyer of obtaining replacements for such Supplies at such time;

"Class Rules" has the meaning given in Article 1, Clause 4.1;

"Classification Society" has the meaning given in Article 1, Clause 4.1;

"commission" means any advantage or benefit (whether monetary or not), brokerage, commission, consideration, gift, gratuity, inducement, introduction fee, payment, promise, reward or success fee of any kind whatsoever payable to any broker, agent, intermediary or other person in relation to or in connection with the placing and/or performance of any activities connected with this Contract;

"Compulsory Acquisition" means a requisition or other compulsory acquisition (including seizure, detention, confiscation or appropriation) by or on behalf of any government or governmental agency or by any persons acting or purporting to act on behalf of any government or governmental agency;

"Contract" means this shipbuilding contract and includes the Plans, the Specification and the schedules, each of which forms an integral part of this Contract;

"Contract Price" means the fixed price for the Ship specified in Clause 1.1 of Article 8;

"correct" shall be construed (in Article 7, Clause 2) so as to mean and include rectify, remedy, repair and replace with the intent that the Builder's duty under Article 7, Clause 2

shall be to take all necessary corrective action by (as may be appropriate) correcting or rectifying or remedying or repairing or replacing, or paying for the correction or rectification or remedy or repair or replacement of, every Defect and any other physical damage for which the Builder is liable under Article 7, Clause 2;

"Defect" has the meaning given in Article 6, Clause 1.8;

"Delivery Date" means the fixed delivery date for the Ship specified in Clause 1.1 of Article 7, it being acknowledged and agreed by the parties that such date may be reset only in strict accordance with, and subject to, the express provisions of this Contract;

"Delivery Port" has the meaning given in Article 1, Clause 1.1(i)(e);

"Dispute" means any dispute or difference whatsoever, including (without limitation) any in relation to non-contractual obligations, arising at any time out of or in connection with this Contract including a dispute regarding the existence, validity or termination of this Contract, and "Disputes" shall be construed accordingly;

"Effective Date" has the meaning given in Article 14, Clause 11.1;

"encumbrance" means (i) any claim or demand (whether in personam or in rem and including any arrest or other detention in connection with any claim) and any debt, and/or (ii) any mortgage, charge, pledge, maritime or possessory or other lien, assignment, hypothecation, trust arrangement, encumbrance, or other security interest securing any obligation of any person or any other type of preferential arrangement (including, without limitation, title transfer and retention arrangements) having a similar effect and or (iii) any of the German Law Encumbrance Rights, but does not include any permitted encumbrance;

"Flag State" means the Bahamas;

"EURIBOR" means the percentage rate per annum determined by the Banking Federation for Europe for the relevant period displayed on the appropriate page of the Telerate or the Reuters screen from time to time or, if such display is not available at any time, as certified by the head office of the Builder's Bank;

"German Law Encumbrance Rights" means any retention of title (Eigentumsvorbehalt, auch erweitert, verlängert, weitergeleitet, nachgeschaltet, nachträglich, als Kontokorrentvorbehalt, als Konzernvorbehalt u.s.w.), right of retention (Zurückbehaltungsgrecht), pledge, lien (Pfandrecht) and any other encumbrance (sonstige Belastung) or other similar rights under German law;

"Insurances" has the meaning given in Article 4, Clause 2.2;

"List of Suppliers" means the agreed list of approved subcontractors dated as of 30 May 2014 and initialled by the parties for the purposes of identification;

"Losses" means any and all causes of action, charges (including interest charges), costs, claims (in contract, tort or otherwise), controls, liquidated or unliquidated damages, demands, expenses, fees (including legal fees) fines, liabilities (civil, criminal or otherwise), losses (other than consequential losses), payments, penalties, proceedings, restrictions, suits and any and all other sanctions of a monetary nature other than taxes;

"Milestones" has the meaning given in Article 2, Clause 4.1;

"NCL Group" means NCLC, and its subsidiaries and affiliates from time to time;

"Parts" has the meaning given in Article 1, Clause 1.1(i)(b);

"partial loss" means any loss of or damage to the Ship (including Buyer's Supplies and other Parts) which does not constitute a total loss and "partial loss proceeds" means any insurance proceeds paid and/or payable in respect of any partial loss;

"permitted encumbrance" means any encumbrance (i) created by the Buyer or (ii) arising by operation of law in connection with claims against the Buyer for which the Buyer would not be entitled to compensation or indemnification from the Builder under this Contract;

"Plans" means the General Arrangement Plan No. P09507 A1 dated 30 May 2014 and initialled by the parties for the purposes of identification, and the technical system and other plans and drawings described or referred to in the Specification;

"protected parties" means (i) every member of the NCL Group from time to time, and each and all of their respective affiliates, (ii) each and all of (a) the respective directors, officers, managers, employees, members, parents, shareholders, subsidiaries predecessors and successors, and (b) agents, associates, attorneys, suppliers, workers and other representatives of the Buyer and each other protected party;

"Refund Guarantor" has the meaning given in Article 8, Clause 2.3;

"reference ship" means the Builder’s Hull No. [*];

"Regulatory Authorities" means those authorities, bodies and entities having regulatory responsibility and authority in respect of the Ship or specific areas or parts of the Ship, whether before or after delivery under this Contract, including (i) the International Maritime Organisation, (ii) the World Health Organisation, (iii) the United States' Coast Guard and Public Health Services authorities, (iv) the maritime authorities of the Flag State, and (v) all other specified national or international regulatory authorities;

"Regulatory Rules" has the meaning given in Article 1, Clause 4.3;

"relevant rate" means the aggregate of (i) [*] and (ii) EURIBOR for the relevant period;

“S&V Requirements” has the meaning given in Article 6, Clause 2.9;

"Ship" means the ship which is the subject of this Contract and all Parts (including all delivered Buyer's Supplies);

"Shipyard" means the Builder's shipyard at Papenburg, Germany;

"Specification" means Specification No. P09507 A1 dated 30 May 2014 and the Appendices thereto (each, an "Appendix" and severally, the "Appendices") and, unless the context otherwise requires, "specified" means stipulated in the Specification or in the Appendices;

"subcontractor(s)" shall include each of the Builder's makers and suppliers, and any other person, company or other entity under contract to the Builder or used by the Builder in connection with the design, construction, manufacture or supply of any materials, machinery, equipment, other parts or services for the Ship;

"tests" means (i) the shop, dock, sea and other tests, trials and inspections described in the Specification and the Plans and (ii) such other tests, trials and inspections (or retests, retrials

and re-inspections) as the Buyer and/or the Classification Society and/or the Regulatory Authorities may reasonably require in order to demonstrate and confirm the complete correction of any Defects;

"total loss" means any actual, constructive, compromised or arranged or agreed total loss of the Ship (including Buyer's Supplies or other Parts);

"working day" means any day, other than a Saturday or Sunday, on which banks are generally open for business in each of Miami and Papenburg; and

"€" and "euro" mean the lawful currency of the Federal Republic of Germany, and "euros" shall be construed accordingly.

(End of Schedule 1)

SCHEDULE 2 (A)

                                                          Letterhead of Refund Guarantor

To: Seahawk One, Ltd., c/o NCL Corporation Ltd., 7665 Corporate Centre Drive, Miami, Florida 33126

For Attention of the General Counsel

Date: [insert date]

Refund Guarantee No. [insert number/reference] (the "Guarantee")

parties or determination of the dispute in accordance with the Contract. If the Builder subsequently accepts all or any part of the Buyer's claim, or if the Buyer obtains a final order from the English courts adjudging that all or any part of the claim is payable to the Buyer, we will pay the relevant amount to the Buyer (together with interest thereon as provided in Clause 2(i) above) upon our receipt of a certified true copy of a settlement agreement signed on behalf of the Builder and the Buyer or (as the case may be) upon our receipt of a certified true copy of the relevant court order.

disputes, that may arise out of or in connection with this Guarantee, and (iii) submit to the jurisdiction of the English courts for the purposes of any proceedings under or in connection with this Guarantee.

Yours faithfully

For and on behalf of

[insert name of Refund Guarantor]

SCHEDULE 2 (B)

                                                             Letterhead of Refund Guarantor

To: Seahawk One, Ltd., c/o NCL Corporation Ltd., 7665 Corporate Centre Drive, Miami, Florida 33126

For Attention of the General Counsel

Date: [insert date]

Refund Guarantee No. [insert number/reference] (the "Guarantee")

to withhold payment under this Guarantee pending settlement of the dispute between the parties or determination of the dispute in accordance with the Contract. If the Builder subsequently accepts all or any part of the Buyer's claim, or if the Buyer obtains a final order from the English courts adjudging that all or any part of the claim is payable to the Buyer, we will pay the relevant amount to the Buyer (together with interest thereon as provided in Clause 2(i) above) upon our receipt of a certified true copy of a settlement agreement signed on behalf of the Builder and the Buyer or (as the case may be) upon our receipt of a certified true copy of the relevant court order.

Yours faithfully

For and on behalf of

[insert name of Refund Guarantor]

(End of Schedule 2)

SCHEDULE 3 - AOM FORM

[*]

[*]

[*]

(End of Schedule 3)

AUTHORISED SIGNATURES

/s/ Kevin M. Sheehan

SIGNED by
for and on behalf of
SEAHAWK ONE, Ltd.
Kevin M. Sheehan

President & CEO

/s/ Kevin M. Sheehan

SIGNED by
for and on behalf of
NCL Corporation Ltd.

Kevin M. Sheehan

President & CEO

/s/ Bernard Meyer

SIGNED by
for and on behalf of
MEYER WERFT GMBH
Bernard Meyer

Managing Partner

(End of Contract)

IN WITNESS WHEREOF, the Builder, the Buyer and NCLC have duly executed this Addendum No. 2.