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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Norwegian Cruise Line Holdin… Ltd 10-K 12/31/23 159:38M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.51M
2: EX-4.12 Instrument Defining the Rights of Security Holders HTML 57K
3: EX-4.13 Instrument Defining the Rights of Security Holders HTML 1.66M
4: EX-4.16 Instrument Defining the Rights of Security Holders HTML 108K
5: EX-10.1 Material Contract HTML 1.55M
14: EX-10.10 Material Contract HTML 1.63M
15: EX-10.11 Material Contract HTML 168K
16: EX-10.12 Material Contract HTML 180K
17: EX-10.14 Material Contract HTML 1.68M
18: EX-10.15 Material Contract HTML 179K
19: EX-10.16 Material Contract HTML 196K
20: EX-10.17 Material Contract HTML 1.70M
21: EX-10.18 Material Contract HTML 171K
22: EX-10.19 Material Contract HTML 185K
6: EX-10.2 Material Contract HTML 181K
23: EX-10.21 Material Contract HTML 242K
24: EX-10.22 Material Contract HTML 256K
25: EX-10.24 Material Contract HTML 245K
26: EX-10.25 Material Contract HTML 267K
27: EX-10.27 Material Contract HTML 247K
28: EX-10.28 Material Contract HTML 269K
7: EX-10.3 Material Contract HTML 190K
29: EX-10.30 Material Contract HTML 241K
30: EX-10.31 Material Contract HTML 276K
31: EX-10.33 Material Contract HTML 265K
32: EX-10.34 Material Contract HTML 277K
33: EX-10.36 Material Contract HTML 263K
34: EX-10.37 Material Contract HTML 276K
35: EX-10.39 Material Contract HTML 265K
8: EX-10.4 Material Contract HTML 1.65M
36: EX-10.41 Material Contract HTML 262K
37: EX-10.43 Material Contract HTML 280K
38: EX-10.45 Material Contract HTML 273K
39: EX-10.47 Material Contract HTML 262K
40: EX-10.48 Material Contract HTML 55K
41: EX-10.49 Material Contract HTML 83K
9: EX-10.5 Material Contract HTML 179K
42: EX-10.50 Material Contract HTML 278K
43: EX-10.52 Material Contract HTML 264K
44: EX-10.53 Material Contract HTML 284K
45: EX-10.55 Material Contract HTML 245K
46: EX-10.56 Material Contract HTML 269K
10: EX-10.6 Material Contract HTML 195K
47: EX-10.61 Material Contract HTML 53K
48: EX-10.68 Material Contract HTML 192K
49: EX-10.69 Material Contract HTML 199K
11: EX-10.7 Material Contract HTML 1.65M
50: EX-10.74 Material Contract HTML 55K
12: EX-10.8 Material Contract HTML 157K
51: EX-10.87 Material Contract HTML 63K
13: EX-10.9 Material Contract HTML 172K
52: EX-21.1 Subsidiaries List HTML 50K
53: EX-23.1 Consent of Expert or Counsel HTML 39K
57: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 57K
Awarded Compensation
54: EX-31.1 Certification -- §302 - SOA'02 HTML 45K
55: EX-31.2 Certification -- §302 - SOA'02 HTML 45K
56: EX-32.1 Certification -- §906 - SOA'02 HTML 41K
63: R1 Document and Entity Information HTML 109K
64: R2 Consolidated Statements of Operations HTML 125K
65: R3 Consolidated Statements of Comprehensive Income HTML 72K
(Loss)
66: R4 Consolidated Balance Sheets HTML 135K
67: R5 Consolidated Balance Sheets (Parenthetical) HTML 49K
68: R6 Consolidated Statements of Cash Flows HTML 131K
69: R7 Consolidated Statements of Changes in HTML 94K
Shareholders' Equity
70: R8 Description of Business HTML 44K
71: R9 Summary of Significant Accounting Policies HTML 117K
72: R10 Revenue and Expense from Contracts with Customers HTML 54K
73: R11 Goodwill and Trade Names HTML 50K
74: R12 Leases HTML 128K
75: R13 Accumulated Other Comprehensive Income (Loss) HTML 119K
76: R14 Property and Equipment, Net HTML 61K
77: R15 Long-Term Debt HTML 265K
78: R16 Related Party Disclosures HTML 48K
79: R17 Fair Value Measurements and Derivatives HTML 392K
80: R18 Employee Benefits and Share-Based Compensation HTML 224K
Plans
81: R19 Income Taxes HTML 142K
82: R20 Commitments and Contingencies HTML 73K
83: R21 Other Income (Expense), Net HTML 42K
84: R22 Concentration Risk HTML 42K
85: R23 Supplemental Cash Flow Information HTML 43K
86: R24 Schedule II Valuation and Qualifying Accounts HTML 114K
87: R25 Summary of Significant Accounting Policies HTML 169K
(Policies)
88: R26 Summary of Significant Accounting Policies HTML 90K
(Tables)
89: R27 Goodwill and Trade Names (Tables) HTML 52K
90: R28 Leases (Tables) HTML 129K
91: R29 Accumulated Other Comprehensive Income (Loss) HTML 118K
(Tables)
92: R30 Property and Equipment, Net (Tables) HTML 59K
93: R31 Long-Term Debt (Tables) HTML 239K
94: R32 Fair Value Measurements and Derivatives (Tables) HTML 392K
95: R33 Employee Benefits and Share-Based Compensation HTML 224K
(Tables)
96: R34 Income Taxes (Tables) HTML 137K
97: R35 Commitments and Contingencies (Tables) HTML 61K
98: R36 Description of Business (Details) HTML 54K
99: R37 Summary of Significant Accounting Policies - HTML 64K
Liquidity (Details)
100: R38 Summary of Significant Accounting Policies - HTML 72K
Reconciliation between Basic and Diluted Earnings
Per Share (Details)
101: R39 Summary of Significant Accounting Policies - HTML 64K
Estimated Useful Lives of Assets (Details)
102: R40 Summary of Significant Accounting Policies - HTML 54K
Revenues by Destination (Details)
103: R41 Summary of Significant Accounting Policies - Other HTML 87K
(Details)
104: R42 Revenue and Expense from Contracts with Customers HTML 64K
(Details)
105: R43 Revenue and Expense from Contracts with Customers HTML 45K
- Timing of Satisfaction of Performance
Obligations (Details)
106: R44 Goodwill and Trade Names - Changes in Carrying HTML 46K
Amount of Goodwill (Details)
107: R45 Goodwill and Trade Names (Details) HTML 56K
108: R46 Leases - Components of Lease Expense and Revenue HTML 46K
(Details)
109: R47 Leases - Lease Balances (Details) HTML 52K
110: R48 Leases - Supplemental Cash Flow and Non-Cash HTML 46K
Information (Details)
111: R49 Leases - Other Supplemental Information (Details) HTML 44K
112: R50 Leases - Maturities of Lease Liabilities (Details) HTML 58K
113: R51 Leases - Maturities of Lease Receivable (Details) HTML 55K
114: R52 Leases (Details) HTML 59K
115: R53 Accumulated Other Comprehensive Income (Loss) HTML 59K
(Details)
116: R54 Accumulated Other Comprehensive Income (Loss) - HTML 42K
Additional Information (Details)
117: R55 Property and Equipment, Net - Schedule of Property HTML 59K
and Equipment, Net (Details)
118: R56 Property and Equipment, Net (Details) HTML 50K
119: R57 Long-Term Debt - Summary of Long-Term Debt HTML 171K
(Details)
120: R58 Long-Term Debt - Summary of Long-Term Debt - HTML 104K
Additional Information (Details)
121: R59 Long-Term Debt - Additional Information (Details) HTML 193K
122: R60 Long-Term Debt - Exchangeable Notes (Details) HTML 113K
123: R61 Long-Term Debt - Summary of Exchangeable Notes HTML 77K
(Details)
124: R62 Long-Term Debt - Summary of Interest Expense HTML 59K
(Details)
125: R63 Long-Term Debt - Interest Expense (Details) HTML 48K
126: R64 Long-Term Debt - Schedule of Principal Repayments HTML 58K
on Long-Term Debt Including Finance Lease
Obligations (Details)
127: R65 Long-Term Debt - Debt Repayments (Details) HTML 41K
128: R66 Related Party Disclosures (Details) HTML 57K
129: R67 Fair Value Measurements and Derivatives - HTML 74K
Derivatives Measured at Fair Value and Disclosed
by Balance Sheet Location (Details)
130: R68 Fair Value Measurements and Derivatives - Amounts HTML 84K
Recognized within Assets and Liabilities Based on
Right of Offset (Details)
131: R69 Fair Value Measurements and Derivatives - Effects HTML 64K
of Derivatives Designated as Cash Flow Hedges
(Details)
132: R70 Fair Value Measurements and Derivatives - Effects HTML 87K
of Cash Flow Hedge Accounting on Consolidated
Statements of Operations (Details)
133: R71 Fair Value Measurements and Derivatives - Effects HTML 49K
of Derivatives Not Designated as Hedging
Instruments on Consolidated Statements of
Operations (Details)
134: R72 Fair Value Measurements and Derivatives (Details) HTML 57K
135: R73 Employee Benefits and Share-Based Compensation - HTML 87K
Summary of Option Activity (Details)
136: R74 Employee Benefits and Share-Based Compensation - HTML 79K
Summary of Restricted Share Unit Activity
(Details)
137: R75 Employee Benefits and Share-Based Compensation - HTML 55K
Summary of Compensation Expense Recognized for
Share-Based Compensation (Details)
138: R76 Employee Benefits and Share-Based Compensation - HTML 151K
(Details)
139: R77 Employee Benefits and Share-Based Compensation - HTML 88K
Amounts Related to Shipboard Retirement Plan
(Details)
140: R78 Employee Benefits and Share-Based Compensation - HTML 52K
Pension Benefits Expected to be Paid (Details)
141: R79 Income Taxes - Components of Net Income Before HTML 49K
Income Taxes (Details)
142: R80 Income Taxes - Components of the Provision of HTML 67K
Benefit (Expense) (Details)
143: R81 Income Taxes - Reconciliation of Income Tax HTML 57K
Expense Computed by Applying our Bermuda Statutory
Rate and Reported Income Tax Benefit (Expense)
(Details)
144: R82 Income Taxes - Deferred Tax Assets and Liabilities HTML 57K
(Details)
145: R83 Income Taxes (Details) HTML 62K
146: R84 Commitments and Contingencies (Details) HTML 100K
147: R85 Commitments and Contingencies - Minimum Annual HTML 52K
Payments for Non-Cancelable Ship Construction
Contracts (Details)
148: R86 Commitments and Contingencies - Future Commitments HTML 57K
to Pay for Usage of Port Facilities (Details)
149: R87 Other Income (Expense), Net (Details) HTML 41K
150: R88 Concentration Risk (Details) HTML 43K
151: R89 Supplemental Cash Flow Information (Details) HTML 47K
152: R90 Schedule II Valuation and Qualifying Accounts HTML 48K
(Details)
153: R91 Pay vs Performance Disclosure HTML 52K
154: R92 Insider Trading Arrangements HTML 46K
156: XML IDEA XML File -- Filing Summary XML 213K
159: XML XBRL Instance -- nclh-20231231x10k_htm XML 4.28M
155: EXCEL IDEA Workbook of Financial Report Info XLSX 232K
59: EX-101.CAL XBRL Calculations -- nclh-20231231_cal XML 220K
60: EX-101.DEF XBRL Definitions -- nclh-20231231_def XML 1.04M
61: EX-101.LAB XBRL Labels -- nclh-20231231_lab XML 1.66M
62: EX-101.PRE XBRL Presentations -- nclh-20231231_pre XML 1.48M
58: EX-101.SCH XBRL Schema -- nclh-20231231 XSD 270K
157: JSON XBRL Instance as JSON Data -- MetaLinks 694± 1.04M
158: ZIP XBRL Zipped Folder -- 0001558370-24-001935-xbrl Zip 3.16M
Exbibit 10.48
Execution Version
SIDE LETTER
From: | BNP PARIBAS S.A (as Facility Agent on behalf of the Creditor Parties) |
To: | EXPLORER III NEW BUILD, LLC (as Borrower) |
with a copy to:
SEVEN SEAS CRUISES S. DE R.L.
(as Member and as Shareholder)
NCL CORPORATION LTD.
(as Guarantor)
9 November 2023
Dear Sirs
Facility Agreement originally dated 19 December 2018 (as amended, as amended and restated and as supplemented from time to time, the "Facility Agreement") and made between, amongst others, (i) Explorer III New Build, LLC as borrower (the "Borrower"), (ii) the banks and financial institutions listed in Schedule 1 therein as lenders (the "Lenders"), (iii) BNP Paribas Fortis S.A./N.V., Crédit Agricole Corporate and Investment Bank, HSBC Bank PLC, Cassa Depositi e Prestiti S.P.A. and Société Générale as mandated lead arrangers (the "Mandated Lead Arrangers"), (iv) BNP Paribas Fortis S.A. as facility agent (the "Facility Agent") (v) Crédit Agricole Corporate and Investment Bank as SACE agent (the "SACE Agent") and (vi) HSBC Corporate Trustee Company (UK) Limited as security trustee (the "Security Trustee") in relation to a loan facility of up to $560,310,095.41.
| Background |
| 1.1 | We refer to: |
| (a) | the Facility Agreement; |
| (b) | an amendment agreement dated 24 October 2023 and made between, amongst others, (i) the Borrower, (ii) Seven Seas Cruises S. de R.L. as member and as shareholder (the "Member" and "Shareholder"), (iii) the Lenders (iv) the Facility Agent, (v) the SACE Agent and (vi) the Security Trustee (the "Amendment Agreement") pursuant to which the parties thereto agreed to amend the Facility Agreement on the terms set out therein in connection with the redomiciliation of, inter alia, the Borrower, the Member as charterer and the Shareholder; and |
| (c) | the delivery of the Ship (the "Grandeur Delivery"), which is scheduled to take place on 14 November 2023 (the "Delivery Date"). |
| 1.2 | In connection with the redomiciliation of the Borrower from its current jurisdiction of Delaware into Bermuda, as set out in the Amendment Agreement, the Facility Agent and the Lenders will need to carry out additional "know your customer" or other similar checks in respect of, inter alia, the Borrower post-redomiciliation. |
| 1.3 | Due to the upcoming Grandeur Delivery, the Facility Agent and certain Lenders may not have completed their "know your customer" or other similar checks on the Borrower by the Delivery Date if the redomiciliation of the Borrower completes before the Delivery Date. |
Execution Version
| 1.4 | As a consequence of paragraph 1.3 above, the Parties hereby agree to defer the redomiciliation of the Borrower until after the Delivery Date in accordance with paragraph 3.1 below. |
| 1.5 | Terms defined in the Facility Agreement (including as amended by the Amendment Agreement) and the Amendment Agreement shall, unless otherwise defined in this letter, have the same respective meanings when used in this letter. |
| 2 | Effectiveness of the amendments under the Amendment Agreement at the date hereof |
| 2.1 | As a consequence of the events set out in paragraph 1 above, and upon the satisfaction of the conditions precedent set out in schedule 2 (Conditions Precedent) of the Amendment Agreement to the extent that they relate to the Member/Shareholder only (the "Member/Shareholder Effective Date") and therefore excluding the conditions precedent in schedule 2 (Conditions Precedent) of the Amendment Agreement to the extent that they relate to the Borrower, the Parties hereby agree that: |
| (a) | the amendments set out in clause 4.1 (Specific amendments to the Facility Agreement) of the Amendment Agreement, to the extent that they relate to the Member/Shareholder, shall take effect on the Member/Shareholder Effective Date, upon which an Effective Date certificate shall be issued by the Facility Agent in a form similar to the one set out in schedule 4 (Form of Effective Date Certificate) of the Amendment Agreement; |
| (b) | the satisfaction of the conditions precedent set out in schedule 2 (Conditions Precedent) of the Amendment Agreement which relate to the Borrower (the "Borrower Redomiciliation CPs") will be deferred until after the Delivery Date and upon completion of the redomiciliation of the Borrower; |
| (c) | notwithstanding paragraph (a) and as a consequence of the deferral of the Borrower Redomiciliation CPs, the amendments set out in clause 4.1 (Specific amendments to the Facility Agreement) of the Amendment Agreement, to the extent that they relate to the Borrower, shall not take effect on the Member/Shareholder Effective Date but shall take effect after the Delivery Date, upon satisfaction of the Borrower Redomiciliation CPs (as these will be amended and/or supplemented by a separate agreement in accordance with paragraph 3.2 below); and |
| (d) | for the avoidance of doubt, clause 4.1(i) of the Amendment Agreement shall take effect on the Member/Shareholder Effective Date in accordance with the terms and conditions thereof as supplemented by this side letter. |
| 3 | Effectiveness of the amendments under the Amendment Agreement after the Delivery Date |
| 3.1 | As soon as practicable after the Delivery Date, the Borrower shall be redomiciled into Bermuda. |
| 3.2 | The satisfaction of the Borrower Redomiciliation CPs, the effectiveness of the amendments set out in paragraph 2.1(c) above, and any associated and further requirements of the Creditor Parties shall be documented in another agreement to be executed by the parties to the Amendment Agreement as soon as practicable after the date of this letter. |
| 4 | Miscellaneous |
| 4.1 | This letter is a Finance Document for the purposes of the Facility Agreement and references in any of the Finance Documents to the Facility Agreement shall be references to the Facility Agreement as amended by this letter and shall also be deemed to include this letter. |
2
Execution Version
| 4.2 | This letter may be executed by the parties hereto in separate counterparts (or upon separate signature pages bound together into one or more counterparts), each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. |
| 5 | Governing law and jurisdiction |
| 5.1 | This letter, and all obligations (whether contractual or non-contractual) arising out of it, shall be governed by, and construed in accordance with English law. |
| 5.2 | The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this letter (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute"). |
| 5.3 | The Borrower accepts that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly will not argue to the contrary. |
Please confirm your acknowledgement of the above by signing the enclosed copy of this letter.
Yours faithfully
/s/ Georges Curey
/s/ Veronique De Buc
______________________________
for and on behalf of
BNP PARIBAS S.A.
As Facility Agent (on behalf of the Creditor Parties)
We confirm our acceptance and agreement of the above on 9 November 2023:
/s/ Daniel S. Farkas
______________________
For and on behalf of
EXPLORER III NEW BUILD, LLC
(as Borrower)
3