NOTE

– LONG-TERM DEBT

	As of March 31, 2020									As of December 31, 2019
				(unaudited)
(In thousands)	Principal			Deferred Financing Costs, net			Balance			Principal			Deferred Financing Costs, net			Balance
Note payable	$	2,525		$	-		$	2,525		$	2,525		$	-		$	2,525
Credit Facility		196,499			(6,903	)		189,596			197,000			(9,704	)		187,296
Revolving Facility		45,000			(455	)		44,545			-			-			-
1st Senior Secured Credit Agreement		107,695			(1,933	)		105,762			-			-			-
2nd Senior Secured Credit Agreement		30,476			(2,217	)		28,259			30,476			(2,229	)		28,247
Total long-term debt		382,195			(11,508	)		370,687			230,001			(11,933	)		218,068
Less current portion		(11,816	)		-			(11,816	)		(4,525	)		-			(4,525	)
Total long-term debt, non-current	$	370,379		$	(11,508	)	$	358,871		$	225,476		$	(11,933	)	$	213,543

For the

three

months ended

March 31, 2020

and

2019,

deferred financing costs charged to interest expense were

$0.5

million and

$0.4

million, respectively.

Credit Facility

March 2018,

the Company entered into the Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”), providing for a

$200.0

million senior secured

first

lien term loan facility (the “Term Facility”), maturing

March 2025,

and a

$45.0

million senior secured incremental revolving credit facility (the “Revolving Facility”), which includes a

$5.0

million letter of credit sub-facility. The Term Facility bears interest at an adjusted Intercontinental Exchange (“ICE”) Benchmark administration LIBOR plus a spread of

3.25%,

for an aggregated rate of

4.24%

as of

March 31, 2020.

Borrowings under the Revolving Facility

may

be used for general corporate and working capital purposes and related fees and expenses. During

March 2020,

the Company drew

$45.0

million against the Revolving Facility as a reserve for general corporate purposes and other expense needs due to the uncertainty related to the COVID-

pandemic. Borrowings under the Revolving Facility mature

March 27, 2023

and bear interest at an adjusted ICE Benchmark administration LIBOR plus a spread of

3.00%,

for an aggregated rate of

3.99%

as of

March 31, 2020.

Senior Secured Credit Agreement

January 2018,

the Company entered into a senior secured credit agreement (the “Export Credit Agreement”) with Citibank, N.A., London Branch and Eksportkreditt Norge AS, to make available to the Company a loan in an aggregate principal amount

not

to exceed

$107.7

million for the purpose of providing financing for up to

80%

of the purchase price of the Company’s new ice class vessel, the

National Geographic Endurance

. During

March 2020,

the Company took possession of the

National Geographic Endurance

and borrowed

$107.7

million under the Export Credit Agreement for final payment

The Export Credit Agreement bears interest at a floating interest rate equal to

three

-month LIBOR plus a margin of

3.00%

per annum, for an aggregated rate of

4.45%

as of

March 31, 2020.

Interest and principal payments are due every

days from borrowing date, with final principal due

January 2032.

April 2019,

the Company entered into a senior secured credit agreement (the “Second Export Credit Agreement”) with the Lenders. Pursuant to the Second Export Credit Agreement, the Lenders have agreed to make available to the Company, at the Company's option and subject to certain conditions, a loan in an aggregate principal amount

not

to exceed

$122.8

million for the purpose of providing pre- and post- delivery financing for up to

80%

of the purchase price of the Company’s new expedition ice-class cruise vessel, the

National Geographic Resolution

, scheduled to be delivered in the

fourth

quarter of

2021.

30%

of the borrowing will mature over

five

years from the final drawdown, and

70%

of the borrowing will mature over

twelve

years from the final drawdown. Additionally,

70%

percent of the loan will be guaranteed by Garantiinstituttet for Eksportkreditt, the official export credit agency of Norway. The Company incurred approximately

$2.3

million in financing fees related to the Second Export Agreement, recorded as deferred financing costs as part of long-term debt. In

September 2019,

the Company drew approximately

$30.5

million against the Second Export Credit Agreement for the

second

contracted installment payment on the

National Geographic Resolution

. The Second Export Credit Agreement bears a variable interest rate equal to

three

-month LIBOR plus a margin of

3.00%

per annum, or

4.45%

as of

March 31, 2020.

After completion of the vessel, the Second Export Credit Agreement, at the Company’s option, will bear an interest rate of either a fixed rate of

6.36%

or a variable rate equal to

three

-month LIBOR plus a margin of

3.00%

per annum.

Note Payable

In connection with the Natural Habitat acquisition in

May 2016,

Natural Habitat issued an unsecured promissory note to Benjamin L. Bressler, the founder of Natural Habitat, with an outstanding principal amount of

$2.5

million. The promissory note accrues interest at a rate of

1.44%

annually, with interest payable every

six

months. On

May 1, 2020,

the promissory note was amended, changing the maturity date of the principal payments to be due in

three

equal installments with the

first

payment due on

December 22, 2020,

the

second

December 22, 2021

and the final payment on

December 22, 2022.

Covenants

The Company’s Amended Credit Agreement, Export Credit Agreement and Second Export Credit Agreement contain financial and restrictive covenants that include among others, net leverage ratios, limits on additional indebtedness and limits on certain investments. As of

March 31, 2020,

the Company was in compliance with its covenants.