Exhibit 10.1
AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT
Dated as of March 15, 2010 |
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AMENDMENT NO. 1 TO THE CREDIT AGREEMENT(this "Amendment")among Allure of the Seas Inc., a Liberian corporation (the "Borrower"), Royal Caribbean Cruises Ltd., a Liberian corporation (the "Guarantor" and, together with the Borrower, the "Loan Parties"), the various financial institutions as are parties to the Credit Agreement referred to below (collectively, the "Lenders"), and Skandinaviska Enskilda Banken AB (publ), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Loan Parties, the Lenders and the Administrative Agent have entered into a Credit Agreement, dated as of March 15, 2010 (the "Credit Agreement"). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
(3) The Loan Parties have requested and the Required Lenders have agreed that the Credit Agreement be amended, upon the terms and subject to the conditions set forth herein, and Finnvera has consented to such amendment.
NOW THEREFORE, in consideration of the premises and the mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.Amendment. Effective as of the date hereof, Schedule I of the Credit Agreement is hereby amended and restated in full to read as set forth inExhibit Ahereto.
SECTION 2.Conditions to Effectiveness. This Amendment shall become effective as of the date first above written when, and only when, (i) Finnvera has consented to this Amendment and delivered a duly authorized and executed signature page to the Administrative Agent or its counsel evidencing such consent and (ii) the Loan Parties and the Required Lenders have delivered a duly authorized and executed signature page to this Amendment to the Administrative Agent or its counsel.
SECTION 3.Reference to and Effect on the Loan Documents. (a) On and after the Restatement Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the Notes, the Pledge Agreement and the Finnvera Guarantee to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.
(b) The Credit Agreement and the Finnvera Guarantee, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, Finnvera or the Administrative Agent under the Credit Agreement or the Finnvera Guarantee or constitute a waiver of any provision of the Credit Agreement or the Finnvera Guarantee.
SECTION 4.Costs and Expenses. The Guarantor agrees to pay on demand all reasonable costs and expenses of the Administrative Agent, the Lenders and Finnvera in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 12.3 of the Credit Agreement.
SECTION 5.Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 6.GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
ALLURE OF THE SEAS INC., as Borrower
By:/s/ Antje M. Gibson
Title: Vice President and Treasurer
ROYAL CARIBBEAN CRUISES LTD., as Guarantor
By:/s/ Antje M. Gibson
Title: Vice President of Treasury
NYDOCS03/905268 | RCCL ALLURE CREDIT AGREEMENT AMENDMENT NO. 1 |
SKANDINAVISKA ENSKILDA BANKEN AB (publ), as Administrative Agent
By:/s/ David Lockie
Title: Legal Counsel
By:/s/ Egil Aarrestad
Title: Senior Client Executive
NYDOCS03/905268 | RCCL ALLURE CREDIT AGREEMENT AMENDMENT NO. 1 |
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), as Lender
By:/s/ David Lockie
Title: Legal Counsel
By:/s/ Egil Aarrestad
Title: Senior Client Executive
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NORDEA BANK FINLAND, NEW YORK BRANCH, as Lender
By:/s/ Colleen Durkin
Title: First Vice President
By:/s/ Martin Lunder
Title: Senior Vice President
NYDOCS03/905268 | RCCL ALLURE CREDIT AGREEMENT AMENDMENT NO. 1 |
FORTIS BANK SA/NV, as Lender
By:/s/ Tim Lamey
Title: Head of Nordic ECA origination
By:/s/ Michel Froidebise
Title: Executive Director Nordic origination
NYDOCS03/905268 | RCCL ALLURE CREDIT AGREEMENT AMENDMENT NO. 1 |
CITIBANK EUROPE PLC, as Lender
By:/s/ Chris Perrins
Title: Vice President
NYDOCS03/905268 | RCCL ALLURE CREDIT AGREEMENT AMENDMENT NO. 1 |
Referring to Clause 4.10 of the General Conditions for Buyer Credit Guarantees, dated 1 March 2004 (the "General Conditions"), applicable to the Finnvera Guarantee, Finnvera hereby, without prejudice to Clause 4.2 of the General Conditions, gives its consent to this Amendment to the Credit Agreement.
FINNVERA PLC
By:/s/ Tuukka Andersen
Title: Vice President
By:/s/ Tiina Tuominen
Title: Senior Legal Counsel
NYDOCS03/905268 | RCCL ALLURE CREDIT AGREEMENT AMENDMENT NO. 1 |
Exhibit A
to Amendment No. 1 to the Credit Agreement
SCHEDULE I
DISCLOSURE SCHEDULE
Item 6.9 (b): Vessels
Vessel | Owner | Flag |
Sovereign | Pullmantur Cruises Sovereign Limited | Malta |
Empress | Pullmantur Cruises Empress Limited | Malta |
Monarch of the Seas | Monarch of the Seas Inc. | Bahamas |
Majesty of the Seas | Majesty of the Seas Inc. | Bahamas |
Grandeur of the Seas | Grandeur of the Seas Inc. | Bahamas |
Rhapsody of the Seas | Rhapsody of the Seas Inc. | Bahamas |
Enchantment of the Seas | Enchantment of the Seas Inc. | Bahamas |
Vision of the Seas | Vision of the Seas Inc. | Bahamas |
Voyager of the Seas | Voyager of the Seas Inc. | Bahamas |
Pacific Dream | Pullmantur Cruises Pacific Dream Limited | Malta |
Zenith | Pullmantur Cruises Zenith Ltd. | Malta |
Celebrity Century | Blue Sapphire Marine Inc. | Bahamas |
Mariner of the Seas | Mariner of the Seas Inc. | Bahamas |
Celebrity Mercury | Seabrook Maritime Inc. | Bahamas |
Celebrity Millennium | Millennium Inc. | Malta |
Explorer of the Seas | Explorer of the Seas Inc. | Bahamas |
Celebrity Infinity | Infinity Inc. | Malta |
Radiance of the Seas | Radiance of the Seas Inc. | Bahamas |
Celebrity Summit | Summit Inc. | Malta |
Adventure of the Seas | Adventure of the Seas Inc. | Bahamas |
Navigator of the Seas | Navigator of the Seas Inc. | Bahamas |
Celebrity Constellation | Constellation Inc. | Malta |
Serenade of the Seas | Serenade of the Seas Inc. | Bahamas |
Jewel of the Seas | Jewel of the Seas Inc. | Bahamas |
Celebrity Xpedition | Islas Galapagos Turismo y Vapores CA | Ecuador |
Legend of the Seas | Legend of the Seas Inc. | Bahamas |
Splendour of the Seas | Splendour of the Seas Inc. | Bahamas |
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Vessel | Owner | Flag |
Freedom of the Seas | Freedom of the Seas Inc. | Bahamas |
Azamara Journey | Azamara Journey Inc. | Malta |
Azamara Quest | Azamara Quest Inc. | Malta |
Sky Wonder | Pullmantur Cruises Sky Wonder, Ltd. | Malta |
Bleu de France | CDF Bleu de France Limited | Malta |
Liberty of the Seas | Liberty of the Seas Inc. | Bahamas |
Ocean Dream | Pullmantur Cruises Atlantic Ltd. | Malta |
Independence of the Seas | Independence of the Seas Inc. | Bahamas |
Celebrity Solstice | Celebrity Solstice Inc. | Malta |
Celebrity Equinox | Celebrity Equinox Inc. | Malta |
Oasis of the Seas | Oasis of the Seas Inc. | Bahamas |
Item 6.10: Subsidiaries
Name of the Subsidiary | Jurisdiction of Organization |
Jewel of the Seas Inc.* | Liberia |
Sovereign of the Seas Shipping Inc. | Liberia |
Nordic Empress Shipping Inc. | Liberia |
Majesty of the Seas Inc.* | Liberia |
Monarch of the Seas Inc.* | Liberia |
Admiral Management Inc. | Liberia |
GG Operations Inc. | Delaware |
Island for Science Inc. | Indiana |
Labadee Investments Ltd. | Cayman Islands |
Societe Labadee Nord, S.A. | Haiti |
Royal Caribbean Cruise Line A/S | Norway |
Royal Caribbean Merchandise Inc. | Florida |
Eastern Steamship Lines Inc. | Liberia |
Grandeur of the Seas Inc.* | Liberia |
Enchantment of the Seas Inc.* | Liberia |
Rhapsody of the Seas Inc.* | Liberia |
Vision of the Seas Inc.* | Liberia |
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Name of the Subsidiary | Jurisdiction of Organization |
Voyager of the Seas Inc.* | Liberia |
Explorer of the Seas Inc.* | Liberia |
Royal Celebrity Tours Inc. | Delaware |
White Sand Inc. | Liberia |
Radiance of the Seas Inc.* | Liberia |
Adventure of the Seas Inc.* | Liberia |
RCL (UK) Ltd. | U.K. |
Navigator of the Seas Inc.* | Liberia |
Northwest Adventures Inc. | Delaware |
Serenade of the Seas Inc.* | Liberia |
Royal Beverage Cruise Sales LLC | Delaware |
Mariner of the Seas Inc.* | Liberia |
Beverage Cruise Sales LLC | Texas |
Celebrity Cruise Lines Inc. | Cayman Islands |
Celebrity Cruises Holdings Inc. | Liberia |
Seabrook Maritime Inc.* | Liberia |
Esker Marine Shipping Inc. | Liberia |
Blue Sapphire Marine Inc.* | Liberia |
Fantasia Cruising Inc. | Liberia |
Celebrity Cruises Inc. | Liberia |
Zenith Shipping Corporation | Liberia |
Millennium Inc.* | Liberia |
Infinity Inc.* | Liberia |
Summit Inc.* | Liberia |
Constellation Inc.* | Liberia |
Galapagos Cruises Inc. | Liberia |
Islas Galapagos Turismo y Vapores C.A.* | Ecuador |
Cape Liberty Cruise Port LLC | Delaware |
Legend of the Seas Inc.* | Liberia |
Splendour of the Seas Inc.* | Liberia |
RCL Investments Ltd. | U.K. |
Tenth Avenue Holdings, S.A. de C.V. | Mexico |
The Scholar Ship Program LLC | Delaware |
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Name of the Subsidiary | Jurisdiction of Organization |
Royal Caribbean Cruises Espana S.L. | Spain |
Puerto de Cruceros y Marina de las Islas de la Bahia, S.A. de CV. | Honduras |
Freedom of the Seas Inc.* | Liberia |
RCL Holdings Cooperatief U.A. | The Netherlands |
Pullmantur S.A. | Spain |
Pullmantur Cruises, S.L. | Spain |
Pullmantur Cruises Oceanic Ltd. | Malta |
Pullmantur Cruises Blue Dream Ltd. | Malta |
Pullmantur Cruises Blue Moon, Ltd. | Malta |
Pullmantur Cruises Sky Wonder, Ltd.* | Malta |
CDF Bleu de France Limited* | Malta |
Pullmantur Cruises Ship Management Ltd. | Malta |
Pullmantur Ship Management Ltd. | Bahamas |
Pullmantur -Turismo E Viagens Unipessoal, LDA. | Portugal |
Royal Caribbean Holdings de Espana S.L. | Spain |
Royal Caribbean Cruises (Asia) Pte. Ltd | Singapore |
Azamara Journey Inc.* | Liberia |
Azamara Quest Inc.* | Liberia |
Pullmantur Cruises Zenith Limited* | Malta |
Pullmantur Cruises Empress Limited* | Malta |
Pullmantur Cruises Atlantic Limited* | Malta |
Liberty of the Seas Inc.* | Liberia |
CDF Croisieres de France S.A.S. | France |
RCL Holdings St. Lucia Limited | St. Lucia |
St. Kitts Development Company Limited | St. Lucia |
Independence of the Seas Inc.* | Liberia |
St. Maarten Quarter Development Company N.V. | St. Maarten |
Celebrity Solstice Inc.* | Liberia |
Oasis of the Seas Inc.* | Liberia |
Royal Caribbean Cruzeiros (Brasil) Ltda. | Brazil |
Celebrity Eclipse Inc. | Liberia |
Celebrity Equinox Inc.* | Liberia |
Celebrity Solstice IV Inc. | Liberia |
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Name of the Subsidiary | Jurisdiction of Organization | |||
| Celebrity Solstice V Inc. | Liberia |
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| Cruises Turismo Mexico, S.A. de C.V. | Mexico |
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| Pullmantur Cruises Pacific Dream Limited* | Malta |
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| Pullmantur Cruises Sovereign Limited* | Malta |
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| Royal Caribbean Cruises (Australia) Pty. Ltd. | Australia |
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| Sunshine Cruise Holidays Ltd. | U.K. |
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| Falmouth Development Company Limited | St. Lucia |
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| Falmouth Land Company Limited | St. Lucia |
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| Falmouth Port Company Limited | St. Lucia |
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| Falmouth Jamaica Development Company Limited | Jamaica |
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| Falmouth Jamaica Land Company Limited | Jamaica |
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| Falmouth Jamaica Port Company Limited | Jamaica |
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| Allure of the Seas Inc. | Liberia |
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| Cruise 1st Australia Pty Ltd. | Australia |
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* Shipholding companies |
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NYDOCS03/905268 | RCCL ALLURE CREDIT AGREEMENT AMENDMENT NO. 1 |