Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
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14: R1 Cover Page HTML 78K
15: R2 Consolidated Statements of Comprehensive (Loss) HTML 123K
Income
16: R3 Consolidated Balance Sheets HTML 116K
17: R4 Consolidated Balance Sheets (Parenthetical) HTML 45K
18: R5 Consolidated Statements of Cash Flows HTML 147K
19: R6 Consolidated Statements of Shareholders' Equity HTML 66K
20: R7 Consolidated Statements of Shareholders' Equity HTML 28K
(Parenthetical)
21: R8 General HTML 41K
22: R9 Summary of Significant Accounting Policies HTML 32K
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24: R11 Revenues HTML 96K
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26: R13 Other Assets HTML 86K
27: R14 Debt HTML 146K
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30: R17 Commitments and Contingencies HTML 88K
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(Loss)
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34: R21 Restructuring Charges HTML 82K
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37: R24 Revenues (Tables) HTML 82K
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39: R26 Other Assets (Tables) HTML 70K
40: R27 Debt (Tables) HTML 129K
41: R28 Leases (Tables) HTML 96K
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Income (Tables)
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47: R34 General (Details) HTML 93K
48: R35 Impairment and Credit Losses - Schedule of HTML 47K
Goodwill (Details)
49: R36 Impairment and Credit Losses - Narrative (Details) HTML 65K
50: R37 Impairment and Credit Losses - Intangible Assets HTML 56K
(Details)
51: R38 Impairment and Credit Losses - Summary of Credit HTML 35K
Loss Allowance (Details)
52: R39 Revenues - Narrative (Details) HTML 49K
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56: R43 Other Assets - Narrative (Details) HTML 133K
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Investments (Details)
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Instruments (Details)
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(Details)
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61: R48 Debt - Narrative (Details) HTML 277K
62: R49 Debt - Schedule of Convertible Notes (Details) HTML 41K
63: R50 Debt - Schedule of Maturities (Details) HTML 42K
64: R51 Leases - Narrative (Details) HTML 50K
65: R52 Leases - Schedule of Lease Expense (Details) HTML 43K
66: R53 Leases - Schedule of Lease Terms and Discount HTML 37K
Rates (Details)
67: R54 Leases - Supplemental Noncash Information HTML 32K
(Details)
68: R55 Leases - Schedule of Lease Maturities (Details) HTML 64K
69: R56 Redeemable Noncontrolling Interest - Narrative HTML 55K
(Details)
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Redeemable Noncontrolling Interest (Details)
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72: R59 Commitment and Contingencies - Capital Commitments HTML 65K
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Income - Changes in AOCI by Component (Details)
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Income - Reclassifications (Details)
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(Loss) - Narrative (Details)
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- Estimated Fair Value (Details)
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- Recurring (Details)
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- Nonrecurring (Details)
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- Offsetting of Derivative Instruments (Details)
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- Derivative Instruments, Interest Rate Risk,
Foreign Currency Exchange Rate Risk (Narrative)
(Details)
82: R69 Fair Value Measurements and Derivative Instruments HTML 83K
- Interest Rate Risk (Details)
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- Fuel Price Risk (Details)
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- Balance Sheet (Details)
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- Income Statement Hedging Instruments (Details)
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- Balance Sheet Hedging Instruments (Details)
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- Designated Cash Flow Hedges (Details)
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- Non-Derivative Net Investment (Details)
89: R76 Fair Value Measurements and Derivative Instruments HTML 37K
- Derivatives Not Designated as Hedging
Instruments (Details)
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- Credit Related Contingent Features (Details)
91: R78 Restructuring Charges - Narrative (Details) HTML 44K
92: R79 Restructuring Charges - Summary of Changes HTML 69K
(Details)
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(a) the ICON 3 Hull no 1402 credit agreement dated 18 December 2019 (the "Agreement") made between (among others) (1) yourselves as borrower, (2) the Lenders and Residual Risk Guarantors listed therein as lenders and residual risk guarantors, (3) ourselves as Facility Agent, CIRR Agent and Documentation Agent, (4) KfW IPEX-Bank GmbH as Hermes Agent and (5) KfW IPEX-Bank GmbH as Initial Mandated Lead Arranger and sole bookrunner; and
(b) a request sent by the Borrower to the Facility Agent (the "Request") requesting that sections 7.2.2 and 7.2.3 of the Agreement be amended to include an additional carve out for Silversea financings and corresponding
liens.
The Finance Parties are willing to agree to the Request on the terms set out in this Amendment Letter.
Terms defined in the Agreement have the same meaning in this Amendment Letter unless given a different meaning in this Amendment Letter.
1.In this Letter "Effective Date" means the date on which the Agent confirms in writing to the Borrower that (i) it has received the following documents and evidence (each in form and substance acceptable to it) and (ii) the Effective Date has occurred:
(a)the agreement and acknowledgement to this Letter duly executed by the Borrower;
(b)(i) an up-to date bringdown certificate for the Borrower confirming
that the corporate documents and evidence previously delivered to the Agent pursuant to the Agreement remain un-amended and in full force and effect, or, certified true copes of any that have been so amended and (ii) if applicable, directors' board resolutions authorising the due execution of this Amendment Letter;
(c)the written approval of each of FEC and Finnvera to the Agreement being amended as set out in this Amendment Letter; and
(d)the following revised draft legal opinions addressed to the Agent:
(i)a legal opinion from Watson Farley & Williams LLP, New York as to matters of Liberian law; and
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(ii)a
legal opinion from Stephenson Harwood LLP as to matters of English law,
each referring to the Agreement as amended by this Amendment Letter.
2. With effect from the Effective Date the Agreement shall be amended as follows:
(a)as though a new sub-paragraph (f) were inserted into Section 7.2.2 of the Agreement as follows and the full stop after the existing sub paragraph (e) were deleted and replaced by "; and":
"Indebtedness of Silversea Cruise Holding Ltd. and its subsidiaries ("Silversea") identified in Section 1 of Exhibit J."; and
(b)as
though a new sub-paragraph (s) were inserted into Section 7.2.3 of the Agreement as follows and the full stop after the existing sub paragraph (r) were deleted and replaced by "; and":
"Liens on any property of Silversea identified in Section 2 of Exhibit J."; and
(c)a new Exhibit J were inserted as follows at the end of the Agreement and the index page amended accordingly:
"Exhibit J
SECTION 1: Existing Indebtedness of Silversea
(a) The obligations of Silversea or its Subsidiaries in connection with those certain Bareboat Charterparties with respect to (i) the vessel
SILVER EXPLORER dated July 22, 2011 between Silversea Cruises Ltd. and Hammonia Adventure and Cruise Shipping Company Ltd. and (ii) the vessel SILVER WHISPER dated March 15, 2012 between Whisper S.p.A. and various lessors, and the replacement, extension, renewal or amendment of each of the foregoing without increase in the amount or change in any direct or contingent obligor of such obligations, (the "Existing Silversea Leases");
(b) Indebtedness arising pursuant to that certain Bareboat Charterparty dated May 17, 2018 by and between Hai Xing 1702 Limited and Silversea New Build Eight Ltd., as such agreement may be amended from time to time; and
(c) Indebtedness secured by Liens of the type
described in Section 2 of this Schedule.
SECTION 2: Existing Liens of Silversea
(a) Liens securing the $620,000,000 in principal amount of 7.25% senior secured notes due 2025 issued by Silversea Cruise Finance Ltd. pursuant that certain Indenture dated as of January 30, 2017;
(b) Liens on the vessels SILVER WHISPER and SILVER EXPLORER (the "Silversea Vessels") existing as of the Effective Date and securing the Existing Silversea Leases (and any Lien on a Silversea Vessel securing any refinancing of the Existing Silversea Leases, so long as such Silversea Vessel
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was subject to a Lien securing the Indebtedness being refinanced immediately prior to such refinancing);
(c) Liens on the vessel with Hull 6280 built or to being built at Fincantieri S.p.A. and arising pursuant to that certain Bareboat Charterparty dated May 17, 2018 by and between Hai Xing 1702 Limited and Silversea New Build Eight Ltd., as such agreement may be amended from time to time (and any Lien on such vessel securing any refinancing of such bareboat charterparty); and
(d) Liens securing Indebtedness of the type described in Section 1 of this Schedule.".
3. Save as
provided by this Letter, all other terms and conditions of the Agreement remain un-amended and in full force and effect.
4. This Amendment Letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Amendment Letter.
5. This Amendment Letter and any non-contractual obligations arising out of or in connection with it are governed by English law. The provisions of sections 11.18.2 (Jurisdiction), 11.18.3 (Alternative Jurisdiction) and 11.18.4 (Service of Process) of the Agreement shall apply to this Amendment Letter mutatis mutandis.
We confirm receipt of the Amendment Letter of which the above is a duplicate and agree and undertake to be bound in all respects by its terms and the Agreement as amended by the Amendment Letter.
