Exhibit 10.1


 


Execution
Version



 


AMENDMENT TO CREDIT AGREEMENT


 


This AMENDMENT TO THE
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 28, 2020, is among ROYAL CARIBBEAN
CRUISES LTD., a Liberian corporation (the “Borrower”), the various financial institutions party hereto (collectively,
the “Lender Parties”) and Nordea Bank ABP, New York Branch, as
administrative agent (the “Administrative Agent”) for the Lender Parties.


 


PRELIMINARY STATEMENTS


 


(1)            The
Borrower, the various financial institutions party thereto and the Administrative Agent are parties to that certain Credit Agreement,
as amended and restated on October 12, 2017, and as further amended, restated, amended and restated, supplemented or otherwise
modified from time to time prior to the date hereof (such Credit Agreement as in effect immediately prior to giving effect to this
Amendment, the “Existing Agreement” and as amended hereby, the “Amended Agreement”); and


 


(2)            The
Borrower, the Lender Parties and the Administrative Agent have agreed to amend the Existing Agreement as hereinafter set forth
herein.


 


NOW, THEREFORE, the parties
hereto hereby agree as follows:


 


SECTION 1. Amendments
to the Existing Agreement. The Borrower, the Administrative Agent and the Lender Parties agree that the Existing Agreement
is, subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended on the Amendment Effective
Date as follows:


 


(a)            The
definition of “Waiver Period” in Section 1.1 of the Existing Agreement shall be amended and restated in its entirety
as follows:


 


“Waiver Period”
means the period commencing on the Waiver Effective Date and ending on December 31, 2021.


 


(b)            Section 1.1
of the Existing Agreement shall be amended by adding the following defined terms in appropriate alphabetical order:


 


“Adjustable
Amount” means, as of any time of determination, $500,000,000 minus the product of (i) 25% and (ii) the
aggregate amount of New Capital at such time; provided the Adjustable Amount shall not be less than $350,000,000; provided,
further, if, at any time after the First Waiver Extension Date, the aggregate amount of New Capital is equal to or greater
than $500,000,000, then the Adjustable Amount shall be $350,000,000.


 


“Available
Proceeds” means, without duplication, the aggregate amount of any Excess Proceeds (as defined in the Secured Indenture
or the Unsecured Indenture) that remain unapplied after compliance with the "Asset Sale Offer" provisions of Section 4.09(c) of
each of the Secured Indenture and the Unsecured Indenture (and any similar asset sale offer provisions of any other documentation
governing Indebtedness of the Borrower or any of its Subsidiaries).


 


“First
Waiver Extension Date” means July 28, 2020.


 


Royal Caribbean – Amendment


 








    


     


    

 


“New
Capital” means the gross amount of proceeds from any capital (whether in the form of debt, equity or otherwise) raised
by the Borrower or any of its Subsidiaries after the First Waiver Extension Date; provided that proceeds of any capital
raise which are used substantially concurrently for (i) the purchase price of a new Vessel or (ii) repayment of existing
Indebtedness (other than Indebtedness (x) maturing within one year of the date of such repayment or (y) under any revolving
credit agreement the repayment of which is not accompanied by a corresponding permanent reduction in the related revolving credit
commitments), in each case, shall not constitute New Capital.


 


“Secured
Indenture” means that certain Indenture dated as of May 19, 2020 among the Borrower, certain subsidiaries of the
Borrower, and The Bank of New York Mellon Trust Company, N.A., as trustee and security agent, as in effect on the First Waiver
Extension Date.


 


“Unsecured
Indenture” means that certain Indenture dated as of June 9, 2020 among the Borrower, RCI Holdings LLC, and The Bank
of New York Mellon Trust Company, N.A., as trustee, as in effect on the First Waiver Extension Date.


 


(c)           The
text that appears following the first semicolon in clause (c) of Section 6.1.1 of the Existing Agreement shall be amended
and restated in its entirety as follows:


 


; it being
understood and agreed, for the avoidance of doubt, that no such certificate shall be required to be delivered with respect to any
Fiscal Quarter or Fiscal Year ending on June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021,
June 30, 2021, September 30, 2021 or December 31, 2021;


 


(d)           Section 6.1.1
of the Existing Agreement shall be further amended by adding the following new clauses (i) and (j) after clause (h) thereof:


 


(i)            within
ten Business Days after the end of each month during the Waiver Period, a certificate, executed by the chief financial officer,
the treasurer or the corporate controller of the Borrower, showing (x) a breakdown of customer deposits between valid cruises,
cancelled cruises and future cruise certificates and (y) a reconciliation of the Borrower’s consolidated customer deposit
balance, in substantially the form attached hereto as Exhibit I;


 


(j)            within
fifteen Business Days after the end of each fiscal quarter during the Waiver Period, updated liquidity projections, in substantially
the form attached hereto as Exhibit J, covering the next twelve month period;


 


(e)            Section 6.2.9
of the Existing Agreement shall be amended and restated in its entirety as follows:


 


SECTION 6.2.9       Minimum
Liquidity. The Borrower will not allow the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower and its
Subsidiaries as determined in accordance with GAAP to be less than the Adjustable Amount as of (i) the last day of any calendar
month during the Waiver Period, or (ii) if the Borrower is not in compliance with the requirements of this Section 6.2.9
as of the last day of any calendar month during the Waiver Period,


 


Royal Caribbean – Amendment


 






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the date the certificate required by Section 6.1.1(h) with
respect to such month is delivered to the Administrative Agent.


 


(f)            Section 6.2.10
of the Existing Agreement shall be amended by adding the following text after clause (b) thereof:


 


(c)            The
Borrower will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, make any Restricted Investment
(as defined in the Secured Indenture or the Unsecured Indenture) during the Waiver Period that is not permitted by the Secured
Indenture and the Unsecured Indenture (assuming the Secured Indenture and the Unsecured Indenture are in effect at the time of
the making of such Restricted Investment, regardless of whether such indentures are actually in effect or have been amended after
the First Waiver Extension Date); provided, however, that, subject to the terms of this Agreement, the Borrower or
any Subsidiary may make any Investment (as defined in the Secured Indenture or the Unsecured Indenture) pursuant to clause (a) or
clause (c) of the definition of “Permitted Investments” (as set forth in the Secured Indenture or the Unsecured
Indenture) without giving effect to any proviso contained therein.


 


(d)            If
at any time during the Waiver Period and after the First Waiver Extension Date the Borrower or any of its Subsidiaries has Available
Proceeds, then the Borrower shall, within fifteen Business Days of the date upon which such Available Proceeds are determined,
apply 50% of such Available Proceeds to repay all or any portion of the Advances or any other Indebtedness that is pari passu in
right of payment to the Obligations, in each case, subject to the terms of the documentation governing such Indebtedness; provided
that any repayment of Indebtedness under any revolving credit agreement pursuant to this clause (d) shall be accompanied by
a corresponding permanent reduction in the related revolving credit commitments.


 


(g)            The
Existing Agreement shall be amended by adding Exhibit A and Exhibit B hereto as Exhibit I and
Exhibit J, respectively, thereto.


 


(h)            Item
5.9(b) of Schedule II to the Existing Agreement shall be amended and restated in its entirety in the form of Schedule
I hereto.


 


SECTION 2. 
Conditions of Amendment Effectiveness. This Amendment shall become effective as of the date on which each of the following
conditions has been satisfied (or waived) in accordance with the terms hereof (such date, the “Amendment Effective Date”):


 


(a)            The
Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders or, as
to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment.


 


(b)            The
Administrative Agent shall have received, for the account of each Lender who has delivered a counterpart to this Amendment, an
amendment fee paid by or on behalf of the Borrower in an amount equal to 0.15% of the Revolving Credit Commitment of such Lender.


 


SECTION 3. Representation
and Warranty of the Borrower. To induce the Lender Parties to enter into this Amendment, the Borrower represents and warrants
that, as of the Amendment Effective Date:


 


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(a)            The
representations and warranties contained in Article V (excluding, however, those contained in the last sentence of Section 5.6)
of the Amended Agreement are true and correct in all material respects except for those representations and warranties that are
qualified by materiality or Material Adverse Effect, which shall be true and correct, and


 


(b)            No
Default, Prepayment Event or event which (with notice or lapse of time or both) would become a Prepayment Event has occurred and
is continuing.


 


SECTION 4. Reference
to and Effect on the Existing Agreement. On and after the effectiveness of this Amendment, each reference in the Existing Agreement
to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing
Agreement shall mean and be a reference to the Amended Agreement. The Existing 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. 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 Party or the Administrative Agent under the Existing Agreement, nor constitute a waiver of any provision of
the Existing Agreement. This Amendment shall be deemed to constitute a Loan Document.


 


SECTION 5. Costs
and Expenses. The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative
Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment
and the other documents to be delivered hereunder (including the reasonable and documented fees and expenses of one counsel for
the Administrative Agent and the Lender Parties with respect hereto and thereto; it being understood that the foregoing shall be
limited to the reasonable and documented fees and expenses of Shearman & Sterling LLP) in accordance with the terms of
the Amended Agreement.


 


SECTION 6. 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 one and the same
agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic transmission
shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execute,” “execution,”
“signed,” “signature,” and words of like import in or related to any document to be signed in connection
with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching
of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything
contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any
form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.


 


SECTION 7. Governing
Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.


 


SECTION 8. Incorporation
of Terms. The provisions of Sections 11.13, 11.17 and 11.18 of the Existing Agreement shall be incorporated into this Amendment
as if set out in full in this Amendment and as if references in those sections to “this Agreement” were references
to this Amendment.


 



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SECTION 9.   Amendment,
Modification and Waiver. This Amendment may not be amended, modified or waived except as permitted by Section 11.1 of
the Amended Agreement.


 


SECTION 10. Defined
Terms. Capitalized terms not otherwise defined in this Amendment shall have the same meanings as specified in the Amended Agreement.


 


[Remainder of page intentionally
left blank.]


 


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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 M. GIBSON
	 	 	Name:	Antje M. Gibson
	 	 	Title:	Vice President and Treasurer



 


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	 	Lender Parties:
	 	 	 
	 	NORDEA BANK ABP, NEW YORK
	 	BRANCH 
	 	 	 
	 	By 	/s/ MARTIN LUNDER
	 	 	Name:	Martin Lunder
	 	 	Title: 	Managing Director
	 	 	 
	 	By 	/s/ CHRISTOPHER G. SPITTER
	 	 	Name:	Christopher G. Spitter
	 	 	Title: 	Senior Vice President


 





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	 	Lender Parties:
	 	 
	 	Citibank, N.A.
	 	 
	 	By 	/s/ SIMON ROBERT TAYLOR 
	 	Name:	Simon Robert Taylor
	 	Title:	Vice President


 





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	 	Lender Parties:
	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 
	 	By 	/s/ CODY A. CANAFAX 
	 	 	Name: 	Cody A. Canafax
	 	 	Title:	Vice President


 





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	 	Lender Parties:
	 	 
	 	MIZUHO BANK, LTD.
	 	 
	 	By 	/s/ TRACY RAHN 
	 	Name:	Tracy Rahn
	 	Title:	Executive Director


 





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	 	Lender Parties:
	 	 
	 	Truist Bank, formerly known as Branch Banking and Trust Company and successor by merger to Suntrust Bank
	 	 
	 	By 	/s/ MAX N. GREER III 
	 	Name:	Max N. Greer III
	 	Title:	 Senior Vice President


 





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	 	Lender Parties:
	 	 	 
	 	Industrial and Commercial Bank of China
	 	Limited, New York Branch
	 	 	 
	 	By 	/s/ KAN CHEN 
	 	Name:	Kan Chen
	 	Title:	Director
	 	 	 
	 	By 	/s/ GANG DUAN 
	 	Name:	Gang Duan
	 	Title:	Executive Director








 





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	 	Lender Parties:
	 	 
	 	SOCIETE GENERALE
	 	 
	 	By 	/s/ SHELLEY YU 
	 	Name:	Shelley Yu
	 	Title:	Director


 





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	 	Lender Parties:
	 	 
	 	HSBC Bank USA, N.A.
	 	 
	 	By 	/s/ JUSTUS HANNA 
	 	Name:	 Justus Hanna
	 	Title: 	Vice President


 





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	 	Lender Parties:
	 	 
	 	Morgan Stanley Bank, N.A.
	 	 
	 	By 	/s/ JONATHAN KERNER 
	 	Name:	Jonathan Kerner
	 	Title:	 Authorized Signatory


 





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	 	Lender Parties:
	 	 	 
	 	Morgan Stanley Senior Funding, Inc.
	 	 
	 	By 	/s/ JONATHAN KERNER 
	 	Name: 	Jonathan Kerner
	 	Title: 	Vice President


 





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	 	Lender Parties:
	 	 
	 	GOLDMAN SACHS BANK USA
	 	 	 
	 	By 	/s/ JAMIE MINIERI 
	 	Name: 	Jamie Minieri
	 	Title:	Authorized Signatory


 





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	 	Lender Parties:
	 	 	 
	 	SKANDINAVISKA ENSKILDA BANKEN AB
	 	(PUBL)
	 	 	 
	 	By 	/s/ PEDER GARMEFELT 
	 	Name:	 Peder Garmefelt
	 	Title:	Head of Shipping Finance, London
	 	 	 
	 	By 	/s/ MALCOLM STONEHOUSE 
	 	Name: 	Malcolm Stonehouse
	 	Title:	Client Executive


 





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	 	Lender Parties:
	 	 	 
	 	BANK OF AMERICA, N.A.
	 	 	 
	 	By 	/s/ BRIAN D. CORUM 
	 	Name:	Brian D. Corum
	 	Title: 	Managing Director


 





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	 	Lender Parties:
	 	 
	 	The Bank of Nova Scotia
	 	 
	 	By 	/s/ AJIT GOSWAMI 
	 	Name: 	Ajit Goswami
	 	Title:	Managing Director & Industry Head


 





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	 	Lender Parties:
	 	 
	 	DNB Capital LLC
	 	 	 
	 	By 	/s/ AHELIA SINGH 
	 	Name: 	Ahelia Singh
	 	Title: 	Assistant Vice President
	 	 	 
	 	 	 
	 	By 	/s/ MITA ZALAVADIA 
	 	Name:	 Mita Zalavadia
	 	Title: 	Assistant Vice President


 





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	 	Lender Parties:
	 	 
	 	Sumitomo Mitsui Banking Corporation
	 	 	 
	 	By 	/s/ MICHAEL MAGUIRE 
	 	Name:	 Michael Maguire
	 	Title:	 Managing Director


 





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	 	Lender Parties:
	 	 
	 	BANCO BILBAO VIZCAYA ARGENTARIA, 
	 	S.A. New York Branch
	 	 	 
	 	By 	/s/ BRIAN CROWLEY 
	 	Name: 	Brian Crowley
	 	Title: 	Managing Director
	 	 	 
	 	 	 
	 	By 	/s/ MIRIAM TRAUTMANN 
	 	Name: 	Miriam Trautmann
	 	Title:	 Senior Vice President


 


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	 	Lender Parties:
	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By 	/s/ RYAN GARR
	 	Name: 	Ryan Garr
	 	Title: 	Vice President


 





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	 	Lender Parties:
	 	 
	 	Banco Santander, S.A.
	 	 
	 	By 	/s/ LUIS CASERO 
	 	Name:	Luis Casero
	 	Title:	Vice President
	 	 	 
	 	 	 
	 	By 	/s/ LUCAS VIDELA 
	 	Name:	 Lucas Videla
	 	Title:	 Executive Director


 





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	 	Lender Parties:
	 	 
	 	MUFG BANK, LTD.
	 	 
	 	By 	/s/ GEORGE STOECKLEIN 
	 	Name: 	George Stoecklein
	 	Title:	Managing Director


 





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	 	Lender Parties:
	 	 	 
	 	BNP PARIBAS
	 	 	 
	 	By 	/s/ JAMES GOODALL 
	 	Name: 	James Goodall
	 	Title: 	 Managing Director
	 	 	 
	 	 	 
	 	By 	/s/ KYLE FITZPATRICK 
	 	Name: 	Kyle Fitzpatrick
	 	Title: 	Vice President


 





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	 	ACKNOWLEDGED AND AGREED BY:
	 	 	 
	 	Nordea Bank ABP, New York Branch
	 	as Administrative Agent 
	 	 
	 	By 	/s/ MARTIN LUNDER
	 	 	Name:	Martin Lunder
	 	 	Title: 	Managing Director
	 	 	 
	 	 	 
	 	By 	/s/ CHRISTOPHER G. SPITTER
	 	 	Name:	Christopher G. Spitter
	 	 	Title: 	Senior Vice President


 





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Schedule I


 


Item 5.9(b): Vessels


 


	Vessel	Owner	Flag
	Sovereign	RCL Sovereign LLC	Malta
	Empress of the Seas	Nordic Empress Shipping Inc.	Bahamas
	Monarch	RCL Monarch LLC	Malta
	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
	Horizon	RCL Horizon LLC	Malta
	Mariner of the Seas	Mariner of the Seas 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	Oceanadventures S.A.	Ecuador
	Freedom of the Seas	Freedom of the Seas Inc.	Bahamas
	Azamara Journey	Azamara Journey Inc.	Malta
	Azamara Quest	Azamara Quest Inc.	Malta
	Liberty of the Seas	Liberty of the Seas Inc.	Bahamas
	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
	Celebrity Eclipse	Celebrity Eclipse Inc.	Malta



 


[Schedule I]


 






    


     


    

 






	Vessel	Owner	Flag
	Allure of the Seas	Allure of the Seas Inc.	Bahamas
	Celebrity Silhouette	Celebrity Silhouette Inc.	Malta
	Celebrity Reflection	Celebrity Reflection Inc.	Malta
	Quantum of the Seas	Quantum of the Seas Inc.	Bahamas
	Brilliance of the Seas	Brilliance of the Seas Shipping Inc.	Bahamas
	Anthem of the Seas	Anthem of the Seas Inc.	Bahamas
	Celebrity Xperience	Oceanadventures S.A.	Ecuador
	Celebrity Xploration	Oceanadventures S.A.	Ecuador
	Ovation of the Seas	Ovation of the Seas Inc.	Bahamas
	Harmony of the Seas	Harmony of the Seas Inc.	Bahamas
	Symphony of the Seas	Symphony of the Seas Inc.	Bahamas
	Celebrity Edge	Celebrity Edge Inc.	Malta
	Azamara Pursuit	Azamara Pursuit Inc.	Malta
	Silver Cloud	Silver Cloud Shipping Co. Ltd.	Bahamas
	Silver Wind	Silver Wind Shipping Ltd.	Bahamas
	Silver Shadow	Silver Shadow Shipping Co. Ltd.	Bahamas
	Silver Spirit	Silver Spirit Shipping Co. Ltd.	Bahamas
	Silver Muse	Silver Muse Shipping Co. Ltd.	Bahamas
	Silver Galapagos	Conodros CL	Ecuador
	Spectrum of the Seas	Spectrum of the Seas Inc.	Bahamas
	Celebrity Flora	Islas Galápagos Turismo y Vapores C.A.	Ecuador
	Celebrity Apex	Celebrity Apex Inc.	Malta
	Silver Origin	Silversea Cruises Ltd.	Bahamas	 


 


[Schedule I]