NCL CORPORATION LTD. (CVE:NCL.P) Files An 8-K Other Events

Item 8.01Other Events

On February 16, 2017, Norwegian Cruise Line Holdings Ltd. (NCLH),
the parent company of NCL Corporation Ltd. (NCLC), announced an
agreement with Fincantieri S.p.A. of Italy to construct four
ships which are expected to be delivered in 2022, 2023, 2024 and
2025, with an option for two additional ships expected to be
delivered in 2026 and 2027. The effectiveness of the order is
subject to certain conditions, including final documentation of
the Credit Facilities (defined below). The contract price for
each ship is approximately 800 million and is subject to
adjustment under certain circumstances for vessels expected to be
delivered after 2023.

Item1.01Entry into a Material Definitive
Agreement

Terms and Conditions for Cruise Vessel Financing

On February 16, 2017, NCLC entered into an agreement with Credit
Agricole Corporate and Investment Bank (CACIB), as facility
agent, and certain other lenders thereto, for the financing of
two new cruise vessels to be purchased by Leonardo One, Ltd.
(Vessel 1) and Leonardo Two, Ltd. (Vessel Two). Each of the loans
will be guaranteed by NCLC and insured by insurance policies
issued by SACE S.p.A (SACE), subject to certain conditions.
Vessel 1 will be built for delivery in the second quarter of 2022
and Vessel 2 will be built for delivery in the second quarter of
2023.

On February 16, 2017, NCLC entered into an agreement with BNP
Paribas SA (BNP), as facility agent, and certain other lenders
thereto, for the financing of two new cruise vessels to be
purchased by Leonardo Three, Ltd. (Vessel 3) and Leonardo Four,
Ltd. (Vessel 4, and together with Vessel 1, Vessel 2 and Vessel
3, the Ships). Each of the loans will be guaranteed by NCLC and
insured by insurance policies issued by SACE, subject to certain
conditions. Vessel 3 will be built for delivery in the second
quarter of 2024 and Vessel 4 will be built for delivery in the
second quarter of 2025.

Credit Facilities

Overview

Leonardo One, Ltd., Leonardo Two, Ltd., Leonardo Three, Ltd. and
Leonardo Four, Ltd. will each be borrowers under separate credit
agreements, by and among the relevant borrower, CACIB, as
facility agent for the credit agreements related to Vessel 1 and
Vessel 2, BNP, as facility agent for the credit agreements
related to Vessel 3 and Vessel 4, certain other financial
institutions from time to time party thereto as lenders, and NCLC
as guarantor (each such agreement is referred to as a Credit
Facility). These facilities, the purpose of which is to provide
partial financing for the purchase of our Ships, provide
multi-draw term loan facilities for up to (i) $868,108,108 per
vessel for each of Vessel 1 and Vessel 2 and (ii) 665,280,665 per
vessel for each of Vessel 3 and Vessel 4. The maturity date for
each Credit Facility is the twelfth anniversary of the delivery
date of the relevant Ship. The execution and effectiveness of
each Credit Facility is subject to certain conditions.

Availability

The loans under the Credit Facilities will be available for
drawing to fund 80% of the installment and delivery payments on
the construction contracts for the new Ships, and to fund 100% of
the related SACE insurance premium, subject to certain
conditions.

Interest Rate and Fees

The loan under the Credit Facility related to Vessel 1 shall bear
interest at a per annum rate of, at the borrowers election: (a)a
fixed interest rate effectively equal to 2.68% or (b) a floating
interest rate equal to the USD six-month Libor with zero floor
plus a margin of 1.65% per annum.

The loan under the Credit Facility related to Vessel 2 shall bear
interest at a per annum rate of, at the borrowers election: (a)a
fixed interest rate effectively equal to 2.77% or (b) a floating
interest rate equal to the USD six-month Libor with zero floor
plus a margin of 1.74% per annum.

The loan under the Credit Facility related to Vessel 3 shall bear
interest at a per annum rate of, at the borrowers election: (a)a
fixed interest rate effectively equal to 1.22% or (b) a floating
interest rate equal to the six-month Euribor with zero floor plus
a margin of 1.22% per annum.

The loan under the Credit Facility related to Vessel 4 shall bear
interest at a per annum rate of, at the borrowers election: (a)a
fixed interest rate effectively equal to 1.31% or (b) a floating
interest rate equal to the six-month Euribor with zero floor plus
a margin of 1.31% per annum.

In addition to paying interest on outstanding loans under our
Credit Facilities, we shall be required to pay customary
arrangement, agency and commitment fees.

Payments, Reductions and Prepayments

The loans under the Credit Facilities shall be repaid in full in
twenty-four equal semi-annual installments beginning on the sixth
month anniversary of the delivery date.

The borrowers under the Credit Facilities may voluntarily and
permanently reduce the loan commitments under each Credit
Facility, in whole or in part, at any time during specified
periods. Drawings under each Credit Facility may be prepaid at
any time subject to certain restrictions.

In addition, if the construction contract in respect to the
relevant new Ship is terminated prior to the delivery date of
such Ship, the outstanding loans under the relevant Credit
Facility shall be repaid in full and the commitments thereunder
shall be terminated.

The borrower under the relevant Credit Facility shall be required
to prepay outstanding amounts under the facility upon the sale or
total loss of the Ship after the delivery date for the applicable
new Ship.

Guarantee and Security

All obligations of the borrower under each Credit Facility will
be guaranteed by NCLC, and will be secured by a first priority
perfected security interest in the equity of the borrower, a
first lien ship mortgage on the relevant new Ship and by first
priority assignments of certain interests related to such new
Ship. In addition, 100% of the loans under each Credit Facility
will be insured by SACE, the Italian export credit agency,
subject to certain conditions.

The summaries for the Credit Facilities do not purport to be
complete and are qualified in their entirety by reference to the
full text of each of the agreements which will be filed as
exhibits to NCLCs quarterly report on Form 10-Q for the period.

Item2.03Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant

The information set forth under Item 1.01 under Credit Facilities
above is incorporated by reference into this Item 2.03.

Item7.01Regulation FD Disclosure

On February 16, 2017, NCLH issued a press release regarding the
order. A copy of the press release is furnished as Exhibit 99.1
to this report.

Exhibit 99.1 is being furnished and shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated
by reference into any other filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such a filing.

Item 9.01.Financial Statements and Exhibits

(d) Exhibits

About NCL CORPORATION LTD. (CVE:NCL.P)

Nurcapital Corporation Ltd. is a capital pool company. The Company intends to identify and evaluate acquisitions or businesses, and once identified and evaluated, to negotiate an acquisition or participation with a view to completing a Qualifying Transaction. The Company does not have any operations. The Company has not generated any revenues.