Amendment No. 2 to the Credit Agreement dated as of October 9, 2009


    

Exhibit 10.1
  

EXECUTION VERSION
  


 
 AMENDMENT NO. 2 TO THE

CREDIT AGREEMENT

Dated as of October 9, 2009

 
 AMENDMENT NO. 2 TO THE CREDIT
AGREEMENT (this “Amendment”)among Oasis 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”), BNP Paribas (“BNPP”), 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 May 7, 2009, as amended and restated as of October 9, 2009 pursuant to Amendment No. 1 to the Credit Agreement, dated as of October 9, 2009 (the
“Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

                      (2)      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 and subject to the satisfaction of the
conditions precedent set forth in Section 2 hereof:
 (a)       The defined term “Existing
Debt” set forth in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:

“Existing Debt” means the obligations of the Guarantor or its
Subsidiaries in connection with (i) the Bareboat Charterparty with respect to the vessel BRILLIANCE OF THE SEAS dated July 5, 2002 between Halifax Leasing (September) Limited and RCL (UK) LTD and (ii) that certain Hull No. S-675 Credit Agreement
dated as of August 7, 2008 among Celebrity Solstice Inc., the lenders from time to time party thereto and KfW IPEX-Bank GmbH (“KfW”) as Hermes agent and administrative agent, and the
replacement, extension, renewal or amendment of the foregoing without increase in the amount or change in any direct or contingent obligor of such obligations.

(b)       Section 7.2.2.A(c) is hereby amended by replacing the words “initial Closing Date” set
forth in the second line thereof with the words “Effective Date”.
 SECTION 2. Conditions to
Effectiveness. This Amendment shall become effective on and 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) each of the parties hereto 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 effectiveness of this Amendment, 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 each of the Operative Documents 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 by this Amendment.

(b)       The Credit Agreement and each of the other Operative Documents, 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 Agent under the Credit Agreement or any of the Operative Documents, or constitute a waiver of any provision of the Credit Agreement or any of the Operative
Documents.
 SECTION 4. Costs and Expenses. The Borrower agrees to pay on demand all
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 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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remainder of this page intentionally left blank.]
  
  
  

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 	 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.

OASIS 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 and Treasurer
  

 
   
	 NYDOCS02/913204
 	 RCCL OASIS CREDIT AGREEMENT AMENDMENT NO. 2
 

 

 
 
 

 
 


  

BNP PARIBAS, as Administrative Agent
  


	  
 	 By: 
 	 /s/ Judith Unwin
 

 

Title:   Head of UK Export Finance

 
 
	  
 	 By: 
 	 /s/ T.W. Edwards
 

 

Title:   Assistant Director, Export Finance
  

 
   
	 NYDOCS02/913204
 	 RCCL OASIS CREDIT AGREEMENT AMENDMENT NO. 2
 

 

 
 
 

 
 
 BNP PARIBAS, as Lender
  
 
	  
 	 By: 
 	 /s/ Judith Unwin
 

 

Title:   Head of UK Export Finance

 
 
	  
 	 By: 
 	 /s/ T.W. Edwards
 

 

Title:   Assistant Director, Export Finance 
  

 
   
	 NYDOCS02/913204
 	 RCCL OASIS CREDIT AGREEMENT AMENDMENT NO. 2
 

 

 
 
 

 
 
 NORDEA BANK FINLAND, NEW YORK BRANCH, as Lender
  
 
	  
 	 By: 
 	 /s/ Colleen Durkin
 

 

Title:    First Vice President

 
 
	  
 	 By: 
 	 /s/ Martin Lunder
 

 

Title:    Senior Vice President 
  

 
   
	 NYDOCS02/913204
 	 RCCL OASIS CREDIT AGREEMENT AMENDMENT NO. 2
 

 

 
 
 

 
 
 SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), as Lender
  
 
	  
 	 By: 
 	 /s/ Scott Lewallen
 

 

Title:  Head of Shipping Finance 

 
 
	  
 	 By: 
 	 /s/ Malcolm Stonehouse
 

 

Title:   Account Manager
  

 
   
	 NYDOCS02/913204
 	 RCCL OASIS CREDIT AGREEMENT AMENDMENT NO. 2
 

 

 
 
 

 
 
 FINNISH EXPORT CREDIT LTD., as Lender
  
 
	  
 	 By: 
 	 /s/ Arja Griffin
 

 

Title:     Vice President

 
 
	  
 	 By: 
 	 /s/ Mikael Nordgren
 

 

Title:   Vice President

 
  
   
	 NYDOCS02/913204
 	 RCCL OASIS CREDIT AGREEMENT AMENDMENT NO. 2
 

 

 
 
 

 
 
 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/ Tiina Tuominen
 

 

Title: 
  


	  
 	 By: 
 	 /s/ Anita Muona
 

 

Title:    Head of Legal Services

 
  
 

   
	 NYDOCS02/913204
 	 RCCL OASIS CREDIT AGREEMENT AMENDMENT NO. 2