Common use of Total Net Funded Debt Clause in Contracts

Total Net Funded Debt. D <0.65:1 up to 31 December 2007 <0.60:1 thereafter Total Capitalisation E Consolidated EBITDA Consolidated Net Income (loss) x (Deduct)/Add: (Gain)/Loss on sale of assets or reserves x Add: Consolidated Interest Expense x Add: Depreciation and amortisation of assets x Add: Impairment charges x (Deduct)/Add: Other non-recurring charge (gain) x Add: Deferred income tax expense x Consolidated EBITDA x B Consolidated Debt Service Principal paid/payable (excluding balloon payments, voluntary prepayments/repayments on sale/total loss of an NCLC Fleet vessel) x Add: Consolidated Interest Expense x Distributions x Rent under capitalised leases x Consolidated Debt Service x C Total Net Funded Debt Indebtedness for Borrowed Money x Add: Guarantees of non-NCLC Group members’ obligations x Deduct: Cash Balance (x ) Total Net Funded Debt (x ) D Total Capitalisation Total Net Funded Debt x Add: Consolidated stockholders’ equity x Total Capitalisation x E For and on behalf of NCL CORPORATION LTD. [ ] I, [ ], the officer primarily responsible for the financial management of the NCLC Group, hereby declare that, to the best of knowledge and belief, the above Statement of Financial Covenants as of [ ] 20[ ], in my opinion, is true and correct. [ ] Chief Financial Officer NCL CORPORATION LTD. Dated: 20[ ] ** Evidence satisfactory to the Agent of A at all times during the relevant period shall be provided together with this statement

Total Net Funded Debt. D <0.65:1 up to 31 December 2007 <0.60:1 thereafter [**] [Confidential Treatment] Total Capitalisation E Consolidated EBITDA Consolidated Net Income (loss) x (Deduct)/Add: (Gain)/Loss on sale of assets or reserves x Add: Consolidated Interest Expense x Add: Depreciation and amortisation of assets x Add: Impairment charges x (Deduct)/Add: Other non-recurring charge cash charges (gaingains) x Add: Deferred income tax expense x Consolidated EBITDA x B Consolidated Debt Service Principal paid/payable (excluding balloon payments, voluntary x prepayments/repayments on sale/total loss of an NCLC Fleet vessel) x Add: Consolidated Interest Expense x Distributions x Rent under capitalised leases x Consolidated Debt Service x C Total Net Funded Debt Indebtedness for Borrowed Money x Add: Guarantees of non-NCLC Group members’ obligations x Deduct: Cash Balance (x ) Total Net Funded Debt (x ) D Total Capitalisation Total Net Funded Debt x Add: Consolidated stockholders’ equity x Total Capitalisation x E For and on behalf of NCL CORPORATION LTD. [ ] I, [ ], the officer primarily responsible for the financial management of the NCLC Group, hereby declare that, to the best of knowledge and belief, the above Statement of Financial Covenants as of [ ] 20[ ], in my opinion, is true and correct. [ ] Chief Financial Officer NCL CORPORATION LTD. Dated: 20[ ] ** Evidence satisfactory to the Agent of A at all times during the relevant period shall be provided together with this statement

Total Net Funded Debt. D <0.65:1 up to 31 December 2007 <0.60:1 thereafter Total Capitalisation E Consolidated EBITDA Consolidated Net Income (loss) x (Deduct)/Add: (Gain)/Loss on sale of assets or reserves x Add: Consolidated Interest Expense x Add: Depreciation and amortisation of assets x Add: Impairment charges x (Deduct)/Add: Other non-recurring charge (gain) x Add: Deferred income tax expense x Consolidated EBITDA x B Consolidated Debt Service Principal paid/payable (excluding balloon payments, voluntary prepayments/repayments on sale/total loss of an NCLC Fleet vessel) x Add: Consolidated Interest Expense x Distributions x Rent under capitalised leases x Consolidated Debt Service x C Total Net Funded Debt Indebtedness for Borrowed Money x Add: Guarantees of non-NCLC Group members’ obligations x Deduct: Cash Balance (x x) Total Net Funded Debt (x x) D Total Capitalisation Total Net Funded Debt x Add: Consolidated stockholders’ equity x Total Capitalisation x E For and on behalf of NCL CORPORATION LTD. [ ] I, [ ], the officer primarily responsible for the financial management of the NCLC Group, hereby declare that, to the best of knowledge and belief, the above Statement of Financial Covenants as of [ ] 20[ ], in my opinion, is true and correct. [ ] Chief Financial Officer NCL CORPORATION LTD. Dated: 20[ ] ** Evidence satisfactory to the Agent of A at all times during the relevant period shall be provided together with this statementstatement EXHIBIT 4.6 DATED 10 MARCH 2006 PRIDE OF AMERICA SHIP HOLDING, INC. (as borrower) NCL CORPORATION LTD. (as guarantor) HSBC BANK PLC (as agent) COMMERZBANK AKTIENGESELLSCHAFT (as Hermes agent) HSBC BANK PLC (as trustee) FIFTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS) THE SECURED LOAN AGREEMENT dated 4 April 2003 for the equivalent amount in United States Dollars of up to €40,000,000 pre- and post redelivery finance for one 1,075 cabin luxury cruise vessel identified with no 7671 and working title “Project America” at the yard of Lxxxx Xxxxx Bremerhaven GmbH (now named “PRIDE OF AMERICA”) SXXXXXXXXX HXXXXXX Oxx Xx Xxxx’x Xxxxxxxxxx Xxxxxx XX0X 0XX Tel: +00 (0)00 0000 0000 Fax: +00 (0)00 0000 0000 Ref: 1253/41-25887/42-02591/43-03502/44-01536/44-02443 CONTENTS Page 1 Definitions and Construction 1 2 Amendment of Original Loan Agreement and Security Documents 2 3 Conversion 9 4 Conditions Precedent 9 5 Representations and Warranties 10 6 Expenses 11 7 Further Assurance 12 8 Counterparts 12 9 Notices 12 10 Governing Law 13 11 Jurisdiction 13 Schedule 1 Form of Notice of Fixed Rate 15 FIFTH SUPPLEMENTAL DEED DATED March 2006 BETWEEN:

Total Net Funded Debt. D <0.65:1 up to 31 December 2007 <0.60:1 thereafter [**] [Confidential Treatment] Total Capitalisation E Consolidated EBITDA Consolidated Net Income (loss) x (Deduct)/Add: (Gain)/Loss on sale of assets or reserves x Add: Consolidated Interest Expense x Add: Depreciation and amortisation of assets x Add: Impairment charges x (Deduct)/Add: Other non-recurring charge cash charges (gaingains) x Add: Deferred income tax expense x Consolidated EBITDA x B Consolidated Debt Service Principal paid/payable (excluding balloon payments, voluntary prepayments/repayments on sale/total loss of an NCLC Fleet vessel) x Add: Consolidated Interest Expense x Distributions x Rent under capitalised leases x Consolidated Debt Service x C Total Net Funded Debt Indebtedness for Borrowed Money x Add: Guarantees of non-NCLC Group members’ obligations x Deduct: Cash Balance (x x) Total Net Funded Debt (x x) D Total Capitalisation Total Net Funded Debt x Add: Consolidated stockholders’ equity x Total Capitalisation x E For and on behalf of NCL CORPORATION LTD. [ ] I, [ ], the officer primarily responsible for the financial management of the NCLC Group, hereby declare that, to the best of knowledge and belief, the above Statement of Financial Covenants as of [ ] 20[ ], in my opinion, is true and correct. [ ] Chief Financial Officer NCL CORPORATION LTD. Dated: 20[ ] ** Evidence satisfactory to the Paying Agent of A at all times during the relevant period shall be provided together with this statement

Total Net Funded Debt. D <0.65:1 up to 31 December 2007 <0.60:1 thereafter Total Capitalisation E Consolidated EBITDA Consolidated Net Income (loss) x (Deduct)/Add: (Gain)/Loss on sale of assets or reserves x Add: Consolidated Interest Expense x Add: Depreciation and amortisation of assets x Add: Impairment charges x (Deduct)/Add: Other non-recurring charge (gain) x Add: Deferred income tax expense x Consolidated EBITDA x B Consolidated Debt Service Principal paid/payable (excluding balloon payments, voluntary prepayments/repayments on sale/total loss of an NCLC Fleet vessel) x Add: Consolidated Interest Expense x Distributions x Rent under capitalised leases x Consolidated Debt Service x C Total Net Funded Debt Indebtedness for Borrowed Money x Add: Guarantees of non-NCLC Group members’ obligations x Deduct: Cash Balance (x x) Total Net Funded Debt (x x) D Total Capitalisation Total Net Funded Debt x Add: Consolidated stockholders’ equity x Total Capitalisation x E For and on behalf of NCL CORPORATION LTD. [ ] I, [ ], the officer primarily responsible for the financial management of the NCLC Group, hereby declare that, to the best of knowledge and belief, the above Statement of Financial Covenants as of [ ] 20[ ], in my opinion, is true and correct. [ ] Chief Financial Officer NCL CORPORATION LTD. Dated: 20[ ] ** Evidence satisfactory to the Agent of A at all times during the relevant period shall be provided together with this statement

Total Net Funded Debt. D <0.65:1 up to 31 December 2007 <0.60:1 thereafter Total Capitalisation E Consolidated EBITDA Consolidated Net Income (loss) x (Deduct)/Add: (Gain)/Loss on sale of assets or reserves x Add: Consolidated Interest Expense x Add: Depreciation and amortisation of assets x Add: Impairment charges x (Deduct)/Add: Other non-recurring charge (gain) x Add: Deferred income tax expense x Consolidated EBITDA x B Consolidated Debt Service Principal paid/payable (excluding balloon payments, voluntary prepayments/repayments on sale/total loss of an NCLC Fleet vessel) x Add: Consolidated Interest Expense x Distributions x Rent under capitalised leases x Consolidated Debt Service x C Total Net Funded Debt Indebtedness for Borrowed Money x Add: Guarantees of non-NCLC Group members’ obligations x Deduct: Cash Balance (x x) Total Net Funded Debt (x x) D Total Capitalisation Total Net Funded Debt x Add: Consolidated stockholders’ equity x Total Capitalisation x E For and on behalf of NCL CORPORATION LTD. [ ] I, [ ], the officer primarily responsible for the financial management of the NCLC Group, hereby declare that, to the best of knowledge and belief, the above Statement of Financial Covenants as of [ ] 20[ ], in my opinion, is true and correct. [ ] Chief Financial Officer NCL CORPORATION LTD. Dated: 20[ ] ** Evidence satisfactory to the Agent of A at all times during the relevant period shall be provided together with this statementstatement EXHIBIT 4.6 DATED AS OF 30 SEPTEMBER 2005 PRIDE OF AMERICA SHIP HOLDING, INC. (as borrower) NCL CORPORATION LTD. (as guarantor) HSBC BANK PLC (as agent) COMMERZBANK AKTIENGESELLSCHAFT (as Hermes agent) HSBC BANK PLC (as trustee) FOURTH SUPPLEMENTAL DEED TO (AMONG OTHER THINGS) SECURED LOAN AGREEMENT dated 4 April 2003 for the equivalent amount in United States Dollars of up to €40,000,000 pre- and post redelivery finance for one 1,075 cabin luxury cruise vessel identified with no 7671 and working title “Project America” at the yard of Lxxxx Xxxxx Bremerhaven GmbH (now named “PRIDE OF AMERICA”) SXXXXXXXXX HXXXXXX Oxx Xx Xxxx’x Xxxxxxxxxx Xxxxxx XX0X 0XX Tel: +00 (0)00 0000 0000 Fax: + 40 (0)00 0000 0000 Ref: 1253/41-25887/42-02591/43-03502/44-01536 CONTENTS Page 1 Definitions and Construction 1 2 Amendment of Original Loan Agreement, Original Guarantee and Security Documents 2 3 Conditions Precedent 3 4 Representations and Warranties 4 6 Further Assurance 6 7 Counterparts 6 8 Notices 6 9 Governing Law 7 10 Jurisdiction 7 Schedule 1 Amendment of Original Loan Agreement 9 Schedule 2 Amendment of Original Guarantee 14 Schedule 3 Quarterly Statement of Financial Covenants 18 FOURTH SUPPLEMENTAL DEED DATED 2005 BETWEEN:

Total Net Funded Debt. D <0.65:1 [**] [Confidential Treatment] up to 31 December 2007 <0.60:1 [**] [Confidential Treatment] thereafter Total Capitalisation E Consolidated EBITDA Consolidated Net Income (loss) x (Deduct)/Add: (Gain)/Loss on sale of assets or reserves x Add: Consolidated Interest Expense x Add: Depreciation and amortisation of assets x Add: Impairment charges x (Deduct)/Add: Other non-recurring charge charges (gaingains) x Add: Deferred income tax expense x Consolidated EBITDA x B Consolidated Debt Service Principal paid/payable (excluding balloon payments, voluntary x prepayments/repayments on sale/total loss of an NCLC Fleet vessel) x Add: Consolidated Interest Expense x Distributions x Rent under capitalised leases x Consolidated Debt Service x C Total Net Funded Debt Indebtedness for Borrowed Money x Add: Guarantees of non-NCLC Group members’ obligations x Deduct: Cash Balance (x ) Total Net Funded Debt (x ) D Total Capitalisation Total Net Funded Debt x Add: Consolidated stockholders’ equity x Total Capitalisation x E For and on behalf of NCL CORPORATION LTD. [ ] I, [ ], the officer primarily responsible for the financial management of the NCLC Group, hereby declare that, to the best of knowledge and belief, the above Statement of Financial Covenants as of [ ] 20[ ], in my opinion, is true and correct. [ ] Chief Financial Officer NCL CORPORATION LTD. Dated: 20[ ] ** Evidence satisfactory to the Agent of A at all times during the relevant period shall be provided together with this statementstatement Schedule 2 Particulars of Agent and Lenders Registered Number with the Registry of Trade and Name Registered Address Companies BNP PARIBAS (as Agent and Lender) 10 xxxxxxxxx xxx Xxxxxxxx, 00000 Xxxxx, Xxxxxx 662 042 449 (RCS Paris) CALYON (as Lender) 9 xxxx xx Xxxxxxxxx Xxxx Xxxxxx, 92920 Paris La Defense Cedex, France 304 187 701 (RCS Nanterre) HSBC FRANCE (as Lender) 100 xxxxxx xxx Xxxxxx Xxxxxxx, 00000 Pxxxx, Xxxxx 00, Xxxxxx 775 670 284 (RCS Paris) SOCIETE GENERALE (as Lender) 20 xxxxxxxxx Xxxxxxxxx, 00000 Xxxxx, Xxxxxx 552 120 222 (RCS Paris) each a French société anonyme