2016 Annual Report for Norwegian Cruiseline Holdings - F-17

New Term Loan A Facility, with the remaining unpaid principal amount of loans under the New Term Loan A Facility due and payable in full at
maturity on June 6, 2021. Principal amounts outstanding under the New Revolving Loan Facility are due and payable in full at maturity on June
6, 2021, subject to earlier repayment pursuant to the springing maturity date described above.
In addition to paying interest on outstanding principal under the borrowings, we are obligated to pay a quarterly commitment fee at a rate
determined by reference to a total leverage ratio, with a maximum commitment fee of 40% of the applicable margin for Eurocurrency loans.
In July 2016, Breakaway Four, Ltd., as borrower, and NCLC, as guarantor, entered into a Supplemental Agreement, which amended the
Breakaway four loan to, among other things, increase the aggregate principal amount of commitments under the multi-draw term loan credit
facility from €590.5 million to €729.9 million.
In June 2016, we took delivery of Seven Seas Explorer. To finance the payment due upon delivery, we had export credit financing in place for
80% of the contract price. The associated $373.6 million term loan bears interest at 3.43% with a maturity date of June 30, 2028. Principal and
interest payments shall be paid semiannually.
In December 2016, NCLC issued $700.0 million aggregate principal amount of 4.750% senior unsecured notes due December 2021 (the "Notes")
in a private offering (the "Offering") at par. NCLC used the net proceeds from the Offering, after deducting the initial purchasers' discount and
estimated fees and expenses, together with cash on hand, to purchase its outstanding 5.25% senior notes due 2019 having an aggregate
outstanding principal amount of $680 million. The redemption of the 5.25% senior notes due 2019 was completed in January 2017.
NCLC will pay interest on the Notes at 4.750% per annum, semiannually on June 15 and December 15 of each year, commencing on June 15,
2017, to holders of record at the close of business on the immediately preceding June 1 and December 1, respectively. NCLC may redeem the
Notes, in whole or part, at any time prior to December 15, 2018, at a price equal to 100% of the principal amount of the Notes redeemed plus
accrued and unpaid interest to, but not including, the redemption date and a "make-whole premium." NCLC may redeem the Notes, in whole or
in part, on or after December 15, 2018, at the redemption prices set forth in the indenture governing the Notes. At any time (which may be more
than once) on or prior to December 15, 2018, NCLC may choose to redeem up to 40% of the aggregate principal amount of the Notes at a
redemption price equal to 104.750% of the face amount thereof with an amount equal to the net proceeds of one or more equity offerings, so long
as at least 60% of the aggregate principal amount of the Notes issued remains outstanding following such redemption. The indenture governing
the Notes contains covenants that limit NCLC's ability (and its restricted subsidiaries' ability) to, among other things: (i) incur or guarantee
additional indebtedness or issue certain preferred shares; (ii) pay dividends and make certain other restricted payments; (iii) create restrictions on
the payment of dividends or other distributions to NCLC from its restricted subsidiaries; (iv) create liens on certain assets to secure debt; (v) make
certain investments; (vi) engage in transactions with affiliates; (vii) engage in sales of assets and subsidiary stock; and (viii) transfer all or
substantially all of its assets or enter into merger or consolidation transactions. The indenture governing the Notes also provides for events of
default, which, if any of them occurs, would permit or require the principal, premium (if any), interest and other monetary obligations on all of
the then-outstanding Notes to become due and payable immediately.
Interest expense, net for the year ended December 31, 2016 was $276.9 million which included $34.7 million of amortization of deferred
financing fees and a $27.7 million loss on extinguishment of debt. Interest expense, net for the year ended December 31, 2015 was $221.9 million
which included $36.7 million of amortization of deferred financing fees and a $12.7 million loss on extinguishment of debt. Interest expense, net
for the year ended December 31, 2014 was $151.8 million which included $32.3 million of amortization of deferred financing fees and $15.4
million of expenses related to financing transactions in connection with the Acquisition of Prestige.
Certain of our debt agreements contain covenants that, among other things, require us to maintain a minimum level of liquidity, as well as limit
our net funded debt-to-capital ratio, maintain certain other ratios and restrict our ability to pay dividends. Substantially all of our ships and other
property and equipment are pledged as collateral for certain of our debt. We believe we were in compliance with these covenants as of December
31, 2016.
The following are scheduled principal repayments on long-term debt including capital lease obligations as of December 31, 2016 for each of the
next five years (in thousands):
Year

Amount

2017
2018
2019
2020
2021
Thereafter
Total

$

$

We had an accrued interest liability of $32.5 million and $34.2 million as of December 31, 2016 and 2015, respectively.

F-17

560,193
554,846
561,687
1,153,733
2,193,823
1,490,322
6,514,604
Table of Contents for the Digital Edition of 2016 Annual Report for Norwegian Cruiseline Holdings
