AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

EX-10.9 2 dex109.htm AMENDMENT NO. 1 DATED AS OF NOVEMBER 19, 2010 Amendment No. 1 dated as of November 19, 2010

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.

 

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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.

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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.

 

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