Confidential Treatment]

Exhibit 4.39

[Confidential Treatment]

Addendum No. 1 to the bareboat charter dated 20 April 2004 between NCL (Bahamas) Ltd. as charterers and Ocean Voyager Limited as owners in relation to the vessel named “MV Norwegian Majesty” (the “Charter”)

1. The parties have agreed that the Charter Period set out in box 21 of the Charter shall be amended to read “The Vessel shall be redelivered between [**] [Confidential Treatment] ”.

2. Save as expressly provided by this Addendum No. 1, all other terms and conditions of the Charter shall remain unamended and in full force and effect.

Xxxx X. Xxxxxx
                                                                        
For and on behalf of NCL (Bahamas) Ltd.

Date: 28 November 2006

Xxxx X. Xxxxxx
                                                                               
For and on behalf of Ocean Voyager Limited

Date: 28 November  2006