Item 1.01 Entry into a Material Definitive Agreement.
On
June 4, 2020, NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (the “Company”),
amended the credit facilities secured by Seven Seas Explorer, Seven Seas Splendor, Riviera, Marina, Leonardo One and Leonardo Two
to defer amortization with respect to certain of the debt outstanding under the agreements. The amendments for the Seven Seas Explorer,
Seven Seas Splendor, Riviera, Marina, Leonardo One and Leonardo Two facilities detailed below provide $156 million
of incremental liquidity to the Company through March 2021 and are subject to certain conditions.
Seven Seas Explorer
On June 4, 2020, NCLC
entered into a supplemental agreement (the “Explorer Supplemental Agreement”), among Explorer New Build, LLC, an indirect
subsidiary of NCLC, as borrower, NCLC, as guarantor, Seven Seas Cruises S. de R.L., an indirect subsidiary of NCLC, as charterer
and shareholder, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale,
HSBC Bank PLC, and KFW Ipex-Bank GmbH, as joint mandated lead arrangers, Crédit Agricole Corporate and Investment Bank,
as agent and SACE agent, and Crédit Agricole Corporate and Investment Bank, as security trustee, which supplements the Loan
Agreement, dated as of July 31, 2013 (as amended by an amendment and restatement agreement dated as of October 31, 2014, and as
further amended, amended and restated, supplemented or otherwise modified prior to the date hereof, and as further amended by the
Explorer Supplemental Agreement, the “Explorer Credit Facility”), among Explorer New Build, LLC, as borrower, the lenders
party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank Plc,
and KFW Ipex-Bank GmbH, as joint mandated lead arrangers, Crédit Agricole Corporate and Investment Bank, as agent and SACE
agent, and Crédit Agricole Corporate and Investment Bank, as security trustee. The Explorer Supplemental Agreement provides
that, among other things, (a) amortization payments due from April 1, 2020 to March 31, 2021 (the “Explorer Deferral Period”)
on the loans under the Explorer Credit Facility will be deferred and (b) the principal amount so deferred will constitute a separate
tranche of loans under the Explorer Credit Facility (the “Deferred Explorer Loans”). The Deferred Explorer Loans will
accrue interest at a floating rate per annum based on six-month LIBOR plus a margin of 2.80%. After the end of the Explorer Deferral
Period, the Deferred Explorer Loans will amortize in an aggregate principal amount equal to 25% per annum of the Deferred Explorer
Loans, in semiannual installments. Testing of the financial covenants under the Explorer Credit Facility is suspended during the
Explorer Deferral Period. In addition, consistent with our recently closed amendments to our Hermes-backed credit facilities and
the Fifth Amended and Restated Credit Agreement (the “ARCA”), additional restrictions on restricted payments and certain
other incurrence covenants were added. This summary of the Explorer Supplemental Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Seven Seas Splendor
On
June 4, 2020, NCLC entered into a supplemental agreement (the “Explorer II Supplemental Agreement”), among Explorer
II New Build, LLC, an indirect subsidiary of NCLC, as borrower, NCLC, as guarantor, Seven Seas Cruises S. de R.L., an indirect
subsidiary of NCLC, as charterer and shareholder, the lenders party thereto, Crédit Agricole Corporate and Investment Bank,
Société Générale, HSBC Bank PLC, and KFW Ipex-Bank GmbH, as joint mandated lead arrangers, Crédit
Agricole Corporate and Investment Bank, as agent and SACE agent, and Crédit Agricole Corporate and Investment Bank, as security
trustee, which supplements the Loan Agreement, dated as of March 30, 2016 (as amended, amended and restated, supplemented or otherwise
modified prior to the date hereof, and as further amended by the Explorer II Supplemental Agreement, the “Explorer II Credit
Facility”), among Explorer II New Build, LLC, as borrower, the lenders party thereto, Crédit Agricole Corporate and
Investment Bank, Société Générale, HSBC Bank Plc, and KFW Ipex-Bank GmbH, as joint mandated lead arrangers,
Crédit Agricole Corporate and Investment Bank, as agent and SACE agent, and Crédit Agricole Corporate and Investment
Bank, as security trustee. The Explorer II Supplemental Agreement provides that, among other things, (a) amortization payments
due from April 1, 2020 to March 31, 2021 (the “Explorer II Deferral Period”) on the loans under the Explorer II Credit
Facility will be deferred and (b) the principal amount so deferred will constitute a separate tranche of loans under the Explorer
II Credit Facility (the “Deferred Explorer II Loans”). The Deferred Explorer II Loans will accrue interest at a floating
rate per annum based on six-month LIBOR plus a margin of 1.75%. After the end of the Explorer II Deferral Period, the Deferred
Explorer II Loans will amortize in an aggregate principal amount equal to 25% per annum of the Deferred Explorer II Loans, in semiannual
installments. Testing of the financial covenants under the Explorer II Credit Facility is suspended during the Explorer II Deferral
Period. In addition, consistent with our recently closed amendments to our Hermes-backed credit facilities and the ARCA, additional
restrictions on restricted payments and certain other incurrence covenants were added. This summary of the Explorer II Supplemental
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which
is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Riviera
On
June 4, 2020, NCLC entered into a supplemental agreement (the “Riviera Supplemental Agreement”), among Riviera
New Build, LLC, an indirect subsidiary of NCLC, as borrower, NCLC, as guarantor, Oceania Cruises S. de R.L., an indirect subsidiary
of NCLC, as charterer and shareholder, the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société
Générale, as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent and SACE
agent, which supplements the Loan Agreement, dated as of July 18, 2008 (as amended by a supplemental agreement dated October 25,
2010, a side letter dated March 29, 2012, an amendment and restatement agreement dated October 31, 2014, and a framework agreement
dated January 31, 2018, and as further amended, amended and restated, supplemented or otherwise modified prior to the date hereof,
and as further amended by the Riviera Supplemental Agreement, the “Riviera Credit Facility”), among Riviera New Build,
LLC, as borrower, the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale,
as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent and SACE agent. The Riviera Supplemental
Agreement provides that, among other things, (a) amortization payments due from April 1, 2020 to March 31, 2021 (the “Riviera
Deferral Period”) on the loans under the Riviera Credit Facility will be deferred, (b) the principal amount so deferred will
constitute a separate tranche of loans under the Riviera Credit Facility (the “Deferred Riviera Loans”) and (c) a repayment
made prior to the effective date of the Riviera Supplemental Agreement and during the Riviera Deferral Period shall be reimbursed
to Riviera New Build, LLC. The Deferred Riviera Loans will accrue interest at a floating rate per annum based on six-month LIBOR
plus a margin of 0.55%. After the end of the Riviera Deferral Period, the Deferred Riviera Loans will amortize in an aggregate
principal amount equal to 25% per annum of the Deferred Riviera Loans, in semiannual installments. The final repayment installment
of the Deferred Riviera Loans falls due later than the maturity of the existing Riviera Credit Facility. Testing of the financial
covenants under the Riviera Credit Facility is suspended during the Riviera Deferral Period. In addition, consistent with our recently
closed amendments to our Hermes-backed credit facilities and the ARCA, additional restrictions on restricted payments and certain
other incurrence covenants were added. This summary of the Riviera Supplemental Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit 10.3 to this Current Report
on Form 8-K and incorporated herein by reference.
Marina
On
June 4, 2020, NCLC entered into a supplemental agreement (the “Marina Supplemental Agreement”), among Marina
New Build, LLC, an indirect subsidiary of NCLC, as borrower, NCLC, as guarantor, Oceania Cruises S. de R.L., an indirect subsidiary
of NCLC, as charterer and shareholder, the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société
Générale, as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent and SACE
agent, which supplements the Loan Agreement, dated as of July 18, 2008 (as amended by a supplemental agreement dated October 25,
2010, as amended and restated by an amendment and restatement agreement dated October 31, 2014, and as further amended, amended
and restated, supplemented or otherwise modified prior to the date hereof, and as further amended by the Marina Supplemental Agreement,
the “Marina Credit Facility”), among Marina New Build, LLC, as borrower, the lenders party thereto, Crédit Agricole
Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and Crédit Agricole
Corporate and Investment Bank, as agent and SACE agent. The Marina Supplemental Agreement provides that, among other things, (a)
amortization payments due from April 1, 2020 to March 31, 2021 (the “Marina Deferral Period”) on the loans under the
Marina Credit Facility will be deferred and (b) the principal amount so deferred will constitute a separate tranche of loans under
the Marina Credit Facility (the “Deferred Marina Loans”). The Deferred Marina Loans will accrue interest at a floating
rate per annum based on six-month LIBOR plus a margin of 0.55%. After the end of the Marina Deferral Period, the Deferred Marina
Loans will amortize in an aggregate principal amount equal to 25% per annum of the Deferred Marina Loans, in semiannual installments.
The final repayment installment of the Deferred Marina Loans falls due later than the maturity of the existing Marina Credit Facility.
Testing of the financial covenants under the Marina Credit Facility is suspended during the Marina Deferral Period. In addition,
consistent with our recently closed amendments to our Hermes-backed credit facilities and the ARCA, additional restrictions on
restricted payments and certain other incurrence covenants were added. This summary of the Marina Supplemental Agreement does not
purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit
10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Leonardo One
On
June 4, 2020, NCLC entered into a supplemental agreement (the “Leonardo One Supplemental Agreement”), among
Leonardo One, Ltd., an indirect subsidiary of NCLC, as borrower, NCLC, as guarantor, the lenders party thereto, Crédit Agricole
Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., KFW Ipex-Bank GmbH, HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A.,
as joint mandated lead arrangers, Crédit Agricole Corporate and Investment Bank, as agent and SACE agent, and Crédit
Agricole Corporate and Investment Bank, as security trustee, which supplements the Loan Agreement, dated as of April 12, 2017 (as
amended and restated by an amendment and restatement agreement dated November 21, 2017, as amended, amended and restated, supplemented
or otherwise modified prior to the date hereof, and as further amended by the Leonardo One Supplemental Agreement, the “Leonardo
One Credit Facility”), among Leonardo One, Ltd., as borrower, the lenders party thereto, Crédit Agricole Corporate
and Investment Bank, BNP Paribas Fortis S.A./N.V., KFW Ipex-Bank GmbH, HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint
mandated lead arrangers, Crédit Agricole Corporate and Investment Bank, as agent and SACE agent, and Crédit Agricole
Corporate and Investment Bank, as security trustee. The Leonardo One Supplemental Agreement provides that, among other things,
consistent with our recently closed amendments to our Hermes-backed credit facilities and the ARCA, additional restrictions on
restricted payments and certain other incurrence covenants shall apply. In addition, testing of the financial covenants under the
Leonardo One Credit Facility is suspended from April 1, 2020 to March 31, 2021. This summary of the Leonardo One Supplemental Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is attached
as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference.
Leonardo Two
On
June 4, 2020, NCLC entered into a supplemental agreement (the “Leonardo Two Supplemental Agreement”), among
Leonardo Two, Ltd., an indirect subsidiary of NCLC, as borrower, NCLC, as guarantor, the lenders party thereto, Crédit Agricole
Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated
lead arrangers, Crédit Agricole Corporate and Investment Bank, as agent and SACE agent, and Crédit Agricole Corporate
and Investment Bank, as security trustee, which supplements the Loan Agreement, dated as of April 12, 2017 (as amended and restated
by an amendment and restatement agreement dated November 21, 2017, as amended, amended and restated, supplemented or otherwise
modified prior to the date hereof, and as further amended by the Leonardo Two Supplemental Agreement, the “Leonardo Two Credit
Facility”), among Leonardo Two, Ltd., as borrower, the lenders party thereto, Crédit Agricole Corporate and Investment
Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, Crédit
Agricole Corporate and Investment Bank, as agent and SACE agent, and Crédit Agricole Corporate and Investment Bank, as security
trustee. The Leonardo Two Supplemental Agreement provides that, among other things, consistent with our recently closed amendments
to our Hermes-backed credit facilities and the ARCA, additional restrictions on restricted payments and certain other incurrence
covenants shall apply. In addition, testing of the financial covenants under the Leonardo Two Credit Facility is suspended from
April 1, 2020 to March 31, 2021. This summary of the Leonardo Two Supplemental Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit 10.6 to this Current Report
on Form 8-K and incorporated herein by reference.