Form of Commitment Increase Agreement
FORM OF COMMITMENT INCREASE AGREEMENT
Nordea Bank AB (publ), New York Branch,
as Administrative Agent
1211 Avenue of the Americas
New York, NY 10036
Royal Caribbean Cruises Ltd.
1050 Caribbean Way
Miami, Florida 33132
Ladies and Gentlemen:
We refer to the Amended and Restated Credit Agreement dated as of October 12, 2017 (as amended, restated, modified, supplemented or renewed from time to time, the “Credit Agreement”) among Royal Caribbean Cruises Ltd. (the “Borrower”), the Lenders referred to therein, and Nordea Bank AB (publ), New York Branch, as administrative agent (in such capacity, the “Administrative Agent”). Terms defined in the Credit Agreement are used herein as therein defined.
This Commitment Increase Agreement is made and delivered pursuant to Section 2.14 of the Credit Agreement.
Subject to the terms and conditions of Section 2.14 of the Credit Agreement, (the “Increasing Lender”) will increase its Commitment to an amount equal to $ , on the Increased Commitment Date applicable to it. The Increasing Lender hereby confirms and agrees that with effect on and after such Increased Commitment Date, the Commitment of the Increasing Lender shall be increased to the amount set forth above, and the Increasing Lender shall have all of the rights and be obligated to perform all of the obligations of a Lender under the Credit Agreement with a Commitment in the amount set forth above.
Effective on the Increased Commitment Date applicable to it, the Increasing Lender (i) accepts and assumes from the assigning Lenders, without recourse, such assignment of Advances as shall be necessary to effectuate the adjustments in the Ratable Shares of the Lenders contemplated by Section 2.14 of the Credit Agreement, and (ii) to the extent there are Advances outstanding on such Increased Commitment Date, agrees to fund on such Increased Commitment Date such assumed amounts of Advances to the Administrative Agent for the account of the assigning Lenders in accordance with the provisions of the Credit Agreement, in the amount notified to the Increasing Lender by the Administrative Agent.
This Commitment Increase Agreement shall constitute a Loan Document under the Credit Agreement.
THIS COMMITMENT INCREASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, NOTWITHSTANDING ITS EXECUTION OUTSIDE SUCH STATE.
IN WITNESS WHEREOF, the Increasing Lender has caused this Commitment Increase Agreement to be duly executed and delivered in , , by its proper and duly authorized officer as of the day and year first above written.
|CONSENTED TO as of||:|
|ROYAL CARIBBEAN CRUISES LTD.|
|ACKNOWLEDGED as of||:|
|NORDEA BANK AB (PUBL), NEW YORK BRANCH,|
|as Administrative Agent|