AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
Exhibit 10.9
EXECUTION COPY
AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT
Dated as of November 19, 2010
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this Amendment) among Royal Caribbean Cruises Ltd., a Liberian corporation (the Borrower), the various financial institutions as are parties to the Credit Agreement referred to below (collectively, the Lenders), and Nordea Bank Finland plc (Nordea), as administrative agent (in such capacity, the Administrative Agent) for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders and the Administrative Agent have entered into a Credit Agreement, dated as of November 19, 2010 as (the Credit Agreement). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
(2) The Borrower has requested and the Required Lenders have agreed that the Credit Agreement be amended upon the terms and subject to the conditions set forth herein.
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 to Credit Agreement. Effective as of the date hereof and subject to the satisfaction of the conditions precedent referred to in Section 2 hereof, the Credit Agreement is hereby amended by restating clause (a) of Section 6.2.2 in full to read Indebtedness secured by Liens of the type described in Section 6.2.3 and Existing Debt.
SECTION 2. Conditions to Effectiveness. This Amendment shall become effective on and as of the date first above written (the Effective Date) when, and only when each of the Borrower and the Required Lenders has 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 Effective Date, each reference in the Credit Agreement to this Agreement, hereunder, hereof 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, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is 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 or the Administrative Agent under the Credit Agreement or constitute a waiver of any provision of the Credit Agreement.
1
SECTION 4. Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent and the Lenders in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment, the Credit Agreement and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 11.3 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.
[The remainder of this page intentionally left blank.]
2
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.
ROYAL CARIBBEAN CRUISES LTD. | ||
By: | /s/ Antje Gibson | |
Title: | Vice President, Treasury |
Agreed as of the date first above written:
NORDEA BANK FINLAND PLC, NEW YORK BRANCH
as Administrative Agent and as Lender
By | /s/ Colleen Durkin | |||
Name: | Colleen Durkin | |||
Title: | First Vice President | |||
By | /s/ Martin Lunder | |||
Name: | Martin Lunder | |||
Title: | Senior Vice President | |||
DNB NOR BANK ASA | ||||
By | /s/ Giacomo Landi | |||
Name: | Giacomo Landi | |||
Title: | Senior Vice President | |||
By | /s/ Cathleen Buckley | |||
Name: | Cathleen Buckley | |||
Title: | First Vice President | |||
CITIBANK, N.A. | ||||
By | /s/ Blake Gronich | |||
Name: | Blake Gronich | |||
Title: | Vice President |
RCCL CREDIT AGREEMENT AMENDMENT NO.1
BANK OF AMERICA, N.A. | ||||
By | /s/ Justin Lien | |||
Name: | Justin Lien | |||
Title: | Senior Vice President | |||
BNP PARIBAS | ||||
By | /s/ Melissa Bailey | |||
Name: | Melissa Bailey | |||
Title: | Vice President | |||
By | /s/ Berangere Allen | |||
Name: | Berangere Allen | |||
Title: | Vice President | |||
GOLDMAN SACHS BANK USA | ||||
By | /s/ Lauren Day | |||
Name: | Lauren Day | |||
Title: | Authorized Signatory | |||
MIZUHO CORPORATE BANK, LTD. | ||||
By | /s/ Raymond Ventura | |||
Name: | Raymond Ventura | |||
Title: | Deputy General Manager | |||
MORGAN STANLEY BANK, N.A. | ||||
By | /s/ Nick Zangari | |||
Name: | Nick Zangari | |||
Title: | Authorized Signatory | |||
SKANDINAVISKA ENSKILDA BANKEN AB | ||||
By | /s/ Scott Lewallen | |||
Name: | Scott Lewallen | |||
Title: | Head of Shipping Finance |
RCCL CREDIT AGREEMENT AMENDMENT NO.1
THE BANK OF NOVA SCOTIA | ||||
By | /s/ Jon Burkin | |||
Name: | Jon Burkin | |||
Title: | Managing Director |
RCCL CREDIT AGREEMENT AMENDMENT NO.1