exv10w1






Exhibit 10.1




EXECUTION VERSION




U.S. $525,000,000




CREDIT AGREEMENT,



dated as of November 19, 2010



ROYAL CARIBBEAN CRUISES LTD.,

as the Borrower,



and



NORDEA BANK FINLAND PLC, NEW YORK BRANCH

CITIGROUP GLOBAL MARKETS LIMITED

and

DNB NOR MARKETS, INC.

as Co-Lead Arrangers



and



NORDEA BANK FINLAND PLC

as Administrative Agent



and



DNB NOR BANK ASA

as Documentation Agent



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE	 
	 
	 	 	 	 
	ARTICLE I
	 
	 	 	 	 
	DEFINITIONS AND ACCOUNTING TERMS
	 
	 	 	 	 
	SECTION 1.1. Defined Terms
	 	 	1	 
	SECTION 1.2. Use of Defined Terms
	 	 	14	 
	SECTION 1.3. Cross-References
	 	 	14	 
	SECTION 1.4. Accounting and Financial Determinations
	 	 	14	 
	 
	 	 	 	 
	ARTICLE II
	 
	 	 	 	 
	COMMITMENTS, BORROWING PROCEDURES AND NOTES
	 
	 	 	 	 
	SECTION 2.1. The Advances and Letters of Credit
	 	 	15	 
	SECTION 2.2. Making the Advances
	 	 	16	 
	SECTION 2.3. Issuance of and Drawings and Reimbursement Under Letters of Credit
	 	 	18	 
	SECTION 2.4. Fees
	 	 	20	 
	SECTION 2.5. Termination or Reduction of the Commitments
	 	 	20	 
	SECTION 2.6. Repayment of Advances and Letter of Credit Drawings
	 	 	21	 
	SECTION 2.7. Interest on Advances
	 	 	22	 
	SECTION 2.8. Interest Rate Determination
	 	 	23	 
	SECTION 2.9. Optional Conversion of Revolving Credit Advances
	 	 	23	 
	SECTION 2.10. Prepayments of Advances
	 	 	23	 
	SECTION 2.11. Payments and Computations
	 	 	24	 
	SECTION
2.12. Sharing of Payments, Etc.
	 	 	25	 
	SECTION 2.13. Evidence of Debt
	 	 	26	 
	SECTION 2.14. [reserved
	 	 	26	 
	SECTION 2.15. Extension of Termination Date
	 	 	26	 






 









 






	 	 	 	 	 
	 	 	PAGE	 
	 
	 	 	 	 
	SECTION 2.16. Defaulting Lenders
	 	 	28	 
	 
	 	 	 	 
	ARTICLE III
	 
	 	 	 	 
	CERTAIN LIBO RATE AND OTHER PROVISIONS
	 
	 	 	 	 
	SECTION 3.1. LIBO Rate Lending Unlawful
	 	 	30	 
	SECTION 3.2. Deposits Unavailable
	 	 	30	 
	SECTION 3.3. Increased Costs, etc.
	 	 	31	 
	SECTION 3.4. Funding Losses
	 	 	32	 
	SECTION 3.5. Increased Capital Costs
	 	 	33	 
	SECTION 3.6. Taxes
	 	 	33	 
	SECTION 3.7. Reserve Costs
	 	 	35	 
	SECTION 3.8. Replacement Lenders, etc.
	 	 	35	 
	SECTION 3.9. Setoff
	 	 	36	 
	SECTION 3.10. Use of Proceeds
	 	 	36	 
	 
	 	 	 	 
	ARTICLE IV
	 
	 	 	 	 
	CONDITIONS TO BORROWING
	 
	 	 	 	 
	SECTION 4.1. Effectiveness
	 	 	36	 
	SECTION 4.2. All Borrowings and Issuances
	 	 	37	 
	SECTION 4.3. Determinations Under Section 4.1
	 	 	38	 
	 
	 	 	 	 
	ARTICLE V
	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES
	SECTION 5.1. Organization, etc.
	 	 	38	 
	SECTION 5.2. Due Authorization, Non-Contravention, etc.
	 	 	38	 
	SECTION 5.3. Government Approval, Regulation, etc.
	 	 	39	 
	SECTION 5.4. Compliance with Environmental Laws
	 	 	39	 
	SECTION 5.5. Validity, etc.
	 	 	39	 






ii 









 






	 	 	 	 	 
	 	 	PAGE	 
	 
	 	 	 	 
	SECTION 5.6. Financial Information
	 	 	39	 
	SECTION 5.7. No Default, Event of Default or Prepayment Event
	 	 	39	 
	SECTION 5.8. Litigation
	 	 	39	 
	SECTION 5.9. Vessels
	 	 	39	 
	SECTION 5.10. Subsidiaries
	 	 	40	 
	SECTION 5.11. Obligations rank pari passu
	 	 	40	 
	SECTION 5.12. Withholding, etc.
	 	 	40	 
	SECTION 5.13. No Filing, etc. Required
	 	 	40	 
	SECTION 5.14. No Immunity
	 	 	40	 
	SECTION 5.15. Pension Plans
	 	 	40	 
	SECTION 5.16. Investment Company Act
	 	 	40	 
	SECTION 5.17. Regulation U
	 	 	40	 
	SECTION 5.18. Accuracy of Information
	 	 	41	 
	 
	 	 	 	 
	ARTICLE VI
	 
	 	 	 	 
	COVENANTS
	 
	 	 	 	 
	SECTION 6.1. Affirmative Covenants
	 	 	41	 
	SECTION 6.1.1. Financial Information, Reports, Notices, etc.
	 	 	41	 
	SECTION 6.1.2. Approvals and Other Consents
	 	 	42	 
	SECTION 6.1.3. Compliance with Laws, etc.
	 	 	42	 
	SECTION 6.1.4. Vessels
	 	 	43	 
	SECTION 6.1.5. Insurance
	 	 	43	 
	SECTION 6.1.6. Books and Records
	 	 	43	 
	SECTION 6.2. Negative Covenants
	 	 	43	 
	SECTION 6.2.1. Business Activities
	 	 	43	 
	SECTION 6.2.2. Indebtedness
	 	 	43	 






iii 









 






	 	 	 	 	 
	 	 	PAGE	 
	 
	 	 	 	 
	SECTION 6.2.3. Liens
	 	 	44	 
	SECTION 6.2.4. Financial Condition
	 	 	45	 
	SECTION 6.2.5. Investments
	 	 	46	 
	SECTION 6.2.6. Consolidation, Merger, etc.
	 	 	46	 
	SECTION 6.2.7. Asset Dispositions, etc.
	 	 	46	 
	SECTION 6.2.8. Transactions with Affiliates
	 	 	47	 
	 
	 	 	 	 
	ARTICLE VII
	 
	 	 	 	 
	EVENTS OF DEFAULT
	 
	 	 	 	 
	SECTION 7.1. Listing of Events of Default
	 	 	47	 
	SECTION 7.1.1. Non-Payment of Obligations
	 	 	47	 
	SECTION 7.1.2. Breach of Warranty
	 	 	47	 
	SECTION 7.1.3. Non-Performance of Certain Covenants and Obligations
	 	 	47	 
	SECTION 7.1.4. Default on Other Indebtedness
	 	 	48	 
	SECTION 7.1.5. Pension Plans
	 	 	48	 
	SECTION 7.1.6. Bankruptcy, Insolvency, etc.
	 	 	48	 
	SECTION 7.1.7. Ownership of Principal Subsidiaries
	 	 	49	 
	SECTION 7.2. Action if Bankruptcy
	 	 	49	 
	SECTION 7.3. Action if Other Event of Default
	 	 	49	 
	 
	 	 	 	 
	ARTICLE VIII
	 
	 	 	 	 
	PREPAYMENT EVENTS
	 
	 	 	 	 
	SECTION 8.1. Listing of Prepayment Events
	 	 	50	 
	SECTION 8.1.1. Change in Ownership
	 	 	50	 
	SECTION 8.1.2. Change in Board
	 	 	50	 
	SECTION 8.1.3. Unenforceability
	 	 	50	 
	SECTION 8.1.4. Approvals
	 	 	50	 






iv 









 






	 	 	 	 	 
	 	 	PAGE	 
	 
	 	 	 	 
	SECTION 8.1.5. Non-Performance of Certain Covenants and Obligations
	 	 	50	 
	SECTION 8.1.6. Judgments
	 	 	50	 
	SECTION 8.1.7. Condemnation, etc.
	 	 	51	 
	SECTION 8.1.8. Arrest
	 	 	51	 
	SECTION 8.2. Mandatory Prepayment
	 	 	51	 
	 
	 	 	 	 
	ARTICLE IX
	 
	 	 	 	 
	ACTIONS IN RESPECT OF THE LETTERS OF CREDIT
	 
	 	 	 	 
	SECTION 9.1.1. Actions in Respect of the Letters of Credit
	 	 	51	 
	 
	 	 	 	 
	ARTICLE X
	 
	 	 	 	 
	THE AGENTS
	 
	 	 	 	 
	SECTION 10.1. Actions
	 	 	52	 
	SECTION 10.2. Lender Indemnification
	 	 	52	 
	SECTION 10.3. Exculpation
	 	 	53	 
	SECTION 10.4. Successor
	 	 	53	 
	SECTION 10.5. Advances by the Agents
	 	 	54	 
	SECTION 10.6. Credit Decisions
	 	 	54	 
	SECTION 10.7. Copies, etc.
	 	 	54	 
	SECTION 10.8. Agency Fee
	 	 	54	 
	 
	 	 	 	 
	ARTICLE XI
	 
	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 
	 	 	 	 
	SECTION 11.1. Waivers, Amendments, etc.
	 	 	55	 
	SECTION 11.2. Notices
	 	 	55	 
	SECTION 11.3. Payment of Costs and Expenses
	 	 	57	 
	SECTION 11.4. Indemnification
	 	 	57	 
	SECTION 11.5. Survival
	 	 	58	 






v 









 






	 	 	 	 	 
	 	 	PAGE	 
	 
	 	 	 	 
	SECTION 11.6. Severability
	 	 	58	 
	SECTION 11.7. Headings
	 	 	58	 
	SECTION 11.8. Execution in Counterparts, Effectiveness, etc.
	 	 	58	 
	SECTION 11.9. Governing Law; Entire Agreement
	 	 	58	 
	SECTION 11.10. Successors and Assigns
	 	 	59	 
	SECTION 11.11. Sale and Transfer of Advances and Note; Participations in
Advances
	 	 	59	 
	SECTION 11.11.1. Assignments
	 	 	59	 
	SECTION 11.11.2. Participations
	 	 	60	 
	SECTION 11.11.3. Register
	 	 	61	 
	SECTION 11.12. Other Transactions
	 	 	61	 
	SECTION 11.13. Forum Selection and Consent to Jurisdiction
	 	 	61	 
	SECTION 11.14. Process Agent
	 	 	62	 
	SECTION 11.15. Judgment
	 	 	62	 
	SECTION 11.16. No Liability of the Issuing Banks
	 	 	62	 
	SECTION 11.17. Waiver of Jury Trial
	 	 	63	 






vi 









 






SCHEDULES




	 	 	 	 	 

	SCHEDULE 1.01

	 	—
	 	Mandatory Cost Formulae
	SCHEDULE I

	 	—
	 	Commitments and Lending Offices
	SCHEDULE II

	 	—
	 	Disclosure Schedule






EXHIBITS




	 	 	 	 	 

	Exhibit A
	 	—	 	Form of Note
	Exhibit B-1
	 	—	 	Form of Borrowing Request (Revolving Credit Borrowings)
	Exhibit B-2
	 	—	 	Form of Borrowing Request (Swing Line Borrowings)
	Exhibit C
	 	—	 	Form of Interest Period Notice
	Exhibit D-1
	 	—	 	Form of Opinion of Bradley Stein, Esq.
	Exhibit D-2
	 	—	 	Form of Opinion of Watson, Farley & Williams (New York) LLP
	Exhibit E
	 	—	 	Form of Lender Assignment Agreement







vii 











 





CREDIT AGREEMENT




     THIS CREDIT AGREEMENT, dated as of November 19, 2010, is among ROYAL CARIBBEAN CRUISES LTD., a
Liberian corporation (the “Borrower”), the various financial institutions as are or shall
become parties hereto (collectively, the “Lender Parties”) and NORDEA BANK FINLAND PLC, NEW
YORK BRANCH (“Nordea”), as administrative agent (in such capacity, the “Administrative
Agent”) for the Lender Parties.



WITNESSETH:




     WHEREAS, the Borrower desires to obtain Commitments from the Lender Parties pursuant to which
Advances will be made to the Borrower and Letters of Credit will be issued for the account of the
Borrower and its Subsidiaries, in a maximum aggregate principal amount and Available Amount
together at any one time outstanding not to exceed $525,000,000, from time to time prior to the
final Termination Date; and



     WHEREAS, the Lender Parties are willing, on the terms and subject to the conditions
hereinafter set forth (including Article IV), to extend Advances to, and, in the case of
the Issuing Banks, to issue Letters of Credit for the account of, the Borrower; and



     WHEREAS, the proceeds of such Advances will be used for general corporate purposes, including
capital expenditures and acquisition financing, of the Borrower and its Subsidiaries;



     NOW, THEREFORE, the parties hereto agree as follows:



ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS



     SECTION 1.1. Defined Terms. The following terms (whether or not underscored) when
used in this Agreement, including its preamble and recitals, shall, when capitalized, except where
the context otherwise requires, have the following meanings (such meanings to be equally applicable
to the singular and plural forms thereof):



     “Accumulated Other Comprehensive Income (Loss)” means at any date the Borrower’s
accumulated other comprehensive income (loss) on such date, determined in accordance with GAAP.



     “Administrative Agent” is defined in the preamble and includes each other Person as
shall have subsequently been appointed as the successor Administrative Agent, and as shall have
accepted such appointment, pursuant to Section 10.4.



     “Administrative Agent’s Account” means (a) in the case of Advances denominated in
Dollars, the account of the Agent maintained by the Administrative Agent at Nordea at its office at
437 Madison Ave, 21st Floor, New York, NY 10022, Account No. 300030007278532, ABA 026 010 786,
swift code NDEAUS3N, for credit to: Credit Administration Department, (b) in the case of Advances
denominated in any Committed Currency, the account of the Administrative Agent designated in
writing from time to time by the Administrative Agent to the Borrower and the Lender Parties for
such purpose and (c) in any such case, such other account of the Administrative Agent as is
designated in writing from time to time by the Administrative Agent to the Borrower and the Lender
Parties for such purpose.



     “Advance” means a Revolving Credit Advance or a Swing Line Advance.



 









 





     “Affiliate” of any Person means any other Person which, directly or indirectly,
controls, is controlled by or is under common control with such Person. A Person shall be deemed
to be “controlled by” any other Person if such other Person possesses, directly or indirectly,
power to direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.



     “Agents” means (a) the Administrative Agent and (b) the Lender listed as the
documentation agent on the cover page hereof in their respective capacities as agents under Article
X, together with their respective successors (if any) in such capacity.



     “Agreement” means, on any date, this Credit Agreement as originally in effect on the
Effective Date and as thereafter from time to time further amended, supplemented, amended and
restated, or otherwise modified and in effect on such date.



     “Applicable Jurisdiction” means the jurisdiction or jurisdictions under which the
Borrower is organized, domiciled or resident or from which any of its business activities are
conducted or in which any of its properties are located and which has jurisdiction over the subject
matter being addressed.



     “Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic
Lending Office in the case of a Base Rate Advance and such Lender’s LIBO Lending Office in the case
of a LIBO Rate Advance.



     “Applicable Margin” means as of any date, a percentage per annum determined by
reference to the Senior Debt Rating in effect on such date as set forth below:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable Margin for
	Senior Debt Rating	 	Applicable Margin for	 	LIBO Rate Advances and
	S&P/Moody’s	 	Base Rate Advances	 	Swing Line Advances
	Level 1

BBB+ or Baa1 or above
	 	 	0.500	%	 	 	1.500	%
	Level 2

BBB or Baa2
	 	 	0.750	%	 	 	1.750	%
	Level 3

BBB- or Baa3
	 	 	1.000	%	 	 	2.000	%
	Level 4

BB+ or Ba1
	 	 	1.500	%	 	 	2.500	%
	Level 5

BB or Ba2
	 	 	1.750	%	 	 	2.750	%
	Level 6

Lower than Level 5
	 	 	2.000	%	 	 	3.000	%






     “Applicable Percentage” means, as of any date a percentage per annum determined by
reference to the Senior Debt Rating in effect on such date as set forth below:



	 	 	 	 	 
	Senior Debt Rating	 	Applicable
	S&P/Moody’s	 	Percentage
	Level 1

BBB+ or Baa1 or above
	 	 	0.3750	%






2









 






	 	 	 	 	 
	Senior Debt Rating	 	Applicable
	S&P/Moody’s	 	Percentage
	Level 2

BBB or Baa2
	 	 	0.4375	%
	Level 3

BBB- or Baa3
	 	 	0.5000	%
	Level 4

BB+ or Ba1
	 	 	0.6250	%
	Level 5

BB or Ba2
	 	 	0.6875	%
	Level 6

Lower than Level 5
	 	 	0.7500	%






     “Approved Appraiser” means any of the following: Barry Rogliano Salles, Paris, H
Clarkson & Co. Ltd., London, R.S. Platou Shipbrokers, Norway, or Fearnley AS, Norway.



     “Assignee Lender” is defined in Section 11.11.1.



     “Authorized Officer” means those officers of the Borrower authorized to act with
respect to the Loan Documents and whose signatures and incumbency shall have been certified to the
Administrative Agent by the Secretary or an Assistant Secretary of the Borrower.



     “Available Amount” of any Letter of Credit means, at any time, the maximum amount
available to be drawn under such Letter of Credit at such time (assuming compliance at such time
with all conditions to drawing).



     “Base Rate” means, for any day, a fluctuating interest rate per annum in effect from
time to time, which rate per annum shall at all times be equal to the highest of:




     (a) the rate of interest announced publicly by Citibank in New York, New York, from
time to time, as Citibank’s base rate;




     (b) 1/2 of 1.00% per annum above the Federal Funds Rate in effect on such day; and



          (c) the LIBO Rate for Dollar deposits for a period of one month on such day (or if such day is
not a Business Day, the immediately preceding Business Day) plus 1.00%.



     “Base Rate Advance” means an Advance denominated in Dollars that bears interest as
provided in Section 2.7(a)(i).



     “Borrower” is defined in the preamble.



     “Borrowing” means a Revolving Credit Borrowing or a Swing Line Borrowing.



     “Business Day” means a day of the year on which banks are not required or authorized
by law to close in New York City, London or Oslo, and, if the applicable Business Day relates to
any LIBO Rate Advances, on which dealings are carried on in the London interbank market and banks
are open for business in London and in the country of issue of the currency of such LIBO Rate
Advance (or, in the case of an Advance denominated in Euro, on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System is open).



3









 





     “Capital Lease Obligations” means obligations of the Borrower or any Subsidiary of the
Borrower under any leasing or similar arrangement which, in accordance with GAAP, would be
classified as capitalized leases.



     “Capitalization” means, as at any date, the sum of (a) Net Debt on such date, plus (b)
Stockholders’ Equity on such date.



     “Capitalized Lease Liabilities” means the principal portion of all monetary
obligations of the Borrower or any of its Subsidiaries under any leasing or similar arrangement
which, in accordance with GAAP, would be classified as capitalized leases, and, for purposes of
this Agreement and each other Loan Document, the amount of such obligations shall be the
capitalized amount thereof, determined in accordance with GAAP.



     “Cash Equivalents” means all amounts other than cash that are included in the “cash
and cash equivalents” shown on the Borrower’s balance sheet prepared in accordance with GAAP.



     “Citibank” means Citibank, N.A.



     “Closing Date” is defined in Section 4.1.



     “Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise
modified from time to time.



     “Commitment” means a Revolving Credit Commitment, a Letter of Credit Commitment or a
Swing Line Commitment.



     “Commitment Termination Event” means:




     (a) any Default described in clauses (b) through (d) of Section
7.1.6 shall occur with respect to the Borrower;




     (b) the occurrence and continuance of any Event of Default (other than as described in
clause (a) above) and the giving of notice by the Administrative Agent, acting at
the direction of the Required Lenders, to the Borrower that the Commitments have been
terminated; or




     (c) the occurrence and continuance of a Prepayment Event and the giving of notice by
the Administrative Agent, acting at the direction of the Required Lenders, to the Borrower
that the Commitments have been terminated.



     “Committed Currencies” means Sterling and Euros.



     “Consenting Lender” has the meaning specified in Section 2.15(b).



     “Controlled Group” means all members of a controlled group of corporations and all
members of a controlled group of trades or businesses (whether or not incorporated) under common
control which, together with the Borrower, are treated as a single employer under Section 414(b) or
414(c) of the Code or Section 4001 of ERISA.



     “Convert”, “Conversion” and “Converted” each refers to a conversion of
Revolving Credit Advances of one Type into Revolving Credit Advances of the other Type pursuant to
Section 2.8 or 2.9.



4









 





     “Default” means any Event of Default or any condition, occurrence or event which,
after notice or lapse of time or both, would constitute an Event of Default.



     “Defaulting Lender” means, subject to Section 2.16(d), at any time, any Lender that,
at such time (a) has failed to perform any of its funding obligations hereunder, including in
respect of its Advances or participations in respect of Letters of Credit, within two Business Days
of the date required to be funded by it hereunder, (b) has notified the Borrower or the
Administrative Agent that it does not intend to comply with its funding obligations or has made a
public statement to that effect with respect to its funding obligations hereunder or generally
under other agreements in which it commits to extend credit, (c) has failed, within three Business
Days after written request by the Administrative Agent or the Borrower (based on its reasonable
belief that such Lender may not fulfill its funding obligations hereunder), to confirm in a manner
satisfactory to the Administrative Agent that it will comply with its funding obligations
hereunder, or (d) has, or has a direct or indirect parent company that has, (i) become the subject
of a proceeding under any debtor relief law, (ii) had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or a custodian appointed for it, or (iii) taken any action in
furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or
appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of
the control, ownership or acquisition of any equity interest in that Lender or any direct or
indirect parent company thereof by a governmental authority.



     “Disclosure Schedule” means the Disclosure Schedule attached hereto as Schedule
II.



     “DnB NOR Bank” means DnB NOR Bank ASA.



     “Dollar” and the sign “$” mean lawful money of the United States.



     “Domestic Lending Office” means, with respect to any Lender Party, the office of such
Lender Party specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or
in the Lender Assignment Agreement pursuant to which it became a Lender Party, or such other office
of such Lender Party as such Lender Party may from time to time specify to the Borrower and the
Administrative Agent.



     “Effective Date” means the date this Agreement becomes effective pursuant to
Section 11.8.



     “Environmental Laws” means all applicable federal, state, local or foreign statutes,
laws, ordinances, codes, rules and regulations (including consent decrees and administrative
orders) relating to the protection of the environment.



     “Equivalent” (i) in Dollars of any Committed Currency on any date, means the quoted
spot rate at which the Administrative Agent’s principal office in London offers to exchange Dollars
for such Committed Currency in London prior to 11:00 A.M. (London time) on such date and (ii) in
any Committed Currency of Dollars on any date, means the quoted spot rate at which the
Administrative Agent’s principal office in London offers to exchange such Committed Currency for
Dollars in London prior to 11:00 A.M. (London time) on such date.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any
successor statute of similar import, together with the regulations thereunder, in each case as in
effect from time to time. References to sections of ERISA also refer to any successor sections.



     “Euro” means the lawful currency of the European Union as constituted by the Treaty of
Rome which established the European Community, as such treaty may be amended from time to time and
as



5









 




referred to in the legislative measures of the European Council for the introduction of,
changeover to or operation of a single or unified European currency.




     “Event of Default” is defined in Section 7.1.



     “Existing Debt” means the obligations of the Borrower 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, (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, (iii) that certain Hull No. S-676 Credit Agreement dated as of April 15, 2009
among Celebrity Equinox Inc., the lenders from time to time party thereto and KfW, as Hermes agent
and administrative agent, (iv) that certain credit agreement dated as of May 7, 2009 as amended and
restated as of October 9, 2009 among Oasis of the Seas Inc., the Guarantor, the lenders from time
to time party thereto and BNP Paribas, as administrative agent, (v) that certain Hull No. S-677
Credit Agreement dated as of November 26, 2009 among Celebrity Eclipse Inc., the lenders from time
to time party thereto and KfW, as Hermes agent and administrative agent and (vi) that certain
credit agreement dated as of March 15, 2010 among Allure of the Seas Inc., the Guarantor, the
lenders from time to time party thereto and Skandinaviska Enskilda Banken AB (publ), as
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.



     “Existing Group” means the following Persons: (a) A. Wilhelmsen AS., a Norwegian
corporation (“Wilhelmsen”); (b) Cruise Associates, a Bahamian general partnership
(“Cruise”); and (c) any Affiliate of either or both of Wilhelmsen and Cruise.



     “Existing Principal Subsidiaries” means each Subsidiary of the Borrower that is a
Principal Subsidiary on the Closing Date.



     “Extension Date” has the meaning specified in Section 2.15(b).



     “FATCA” means Sections 1471 through 1474 of the Code, as in effect at the date hereof,
and any current or future regulations promulgated thereunder or official interpretations thereof.



     “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum
equal for each day during such period to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day on such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing selected by it.



     “Fiscal Quarter” means any quarter of a Fiscal Year.



     “Fiscal Year” means any annual fiscal reporting period of the Borrower.



     “Fixed Charge Coverage Ratio” means, as of the end of any Fiscal Quarter, the ratio
computed for the period of four consecutive Fiscal Quarters ending on the close of such Fiscal
Quarter of:




     (a) net cash from operating activities (determined in accordance with GAAP) for such
period, as shown in the Borrower’s consolidated statement of cash flow for such period, to



6









 






     (b) the sum of:




     (i) dividends actually paid by the Borrower during such period (including,
without limitation, dividends in respect of preferred stock of the Borrower);
plus




     (ii) scheduled payments of principal of all debt less New Financings
(determined in accordance with GAAP, but in any event including Capitalized Lease
Liabilities) of the Borrower and its Subsidiaries for such period.



     “F.R.S. Board” means the Board of Governors of the Federal Reserve System or any
successor thereto.



     “GAAP” is defined in Section 1.4.



     “Government-related Obligations” means obligations of the Borrower or any Subsidiary
of the Borrower under, or Indebtedness incurred by the Borrower or any Subsidiary of the Borrower
to satisfy obligations under, any governmental requirement imposed by any Applicable Jurisdiction
that must be complied with to enable the Borrower and its Subsidiaries to continue their business
in such Applicable Jurisdiction, excluding, in any event, any taxes imposed on the Borrower
or any Subsidiary of the Borrower.



     “Hedging Instruments” means options, caps, floors, collars, swaps, forwards, futures
and any other agreements, options or instruments substantially similar thereto or any series or
combination thereof used to hedge interest, foreign currency and commodity exposures.



     “herein”, “hereof”, “hereto”, “hereunder” and similar terms
contained in this Agreement or any other Loan Document refer to this Agreement or such other Loan
Document, as the case may be, as a whole and not to any particular Section, paragraph or provision
of this Agreement or such other Loan Document.



     “Indebtedness” means, for any Person: (a) obligations created, issued or incurred by
such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the
sale of property to another Person subject to an understanding or agreement, contingent or
otherwise, to repurchase such property from such Person); (b) obligations of such Person to pay the
deferred purchase or acquisition price of property or services, other than trade accounts payable
(other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of
business so long as such trade accounts payable are payable within 180 days of the date the
respective goods are delivered or the respective services are rendered; (c) Indebtedness of others
secured by a Lien on the property of such Person, whether or not the respective indebtedness so
secured has been assumed by such Person; (d) obligations of such Person in respect of letters of
credit or similar instruments issued or accepted by banks and other financial institutions for the
account of such Person; (e) Capital Lease Obligations of such Person; (f) Indebtedness of others
guaranteed by such Person; (g) obligations of such Person in respect of surety bonds and similar
obligations; and (h) Hedging Instruments.



     “Indemnified Liabilities” is defined in Section 11.4.



     “Indemnified Parties” is defined in Section 11.4.



     “Interest Period” means, for each LIBO Rate Advance comprising part of the same
Revolving Credit Borrowing, the period commencing on the date of such LIBO Rate Advance or the date
of the Conversion of any Base Rate Advance into such LIBO Rate Advance and ending on the last day
of the



7









 




period selected by the Borrower pursuant to the provisions below and, thereafter, each
subsequent period commencing on the last day of the immediately preceding Interest Period and
ending on the last day of the period selected by the Borrower pursuant to the provisions below.
The duration of each such Interest Period shall be one, two, three, six, nine or twelve months, and
subject to clause (b) of this definition, such longer period as the Borrower and the Lenders may
agree, as the Borrower may, upon notice in substantially the form of Exhibit C received by the
Administrative Agent not later than 11:00 A.M. (New York City time) on (x) in the case of LIBO Rate
Advances denominated in a Committed Currency, the third Business Day prior to the first day of such
Interest Period or (y) in the case of LIBO Rate Advances denominated in Dollars, the second
Business Day prior to the first day of such Interest Period, select; provided,
however, that:





     (a) Interest Periods commencing on the same date for LIBO Rate Advances comprising part
of the same Revolving Credit Borrowing shall be of the same duration (without limiting the
ability of the Borrower to have more than one Borrowing on the same date);




     (b) the Borrower shall not be entitled to select an Interest Period having duration of
longer than twelve months unless, by 2:00 P.M. (New York City time) on (x) in the case of
LIBO Rate Advances denominated in a Committed Currency, the third Business Day prior to the
first day of such Interest Period or (y) in the case of LIBO Rate Advances denominated in
Dollars, the second Business Day prior to the first day of such Interest Period, each Lender
notifies the Administrative Agent that such Lender will be providing funding for such
Revolving Credit Borrowing with such Interest Period (the failure of any Lender to so
respond by such time being deemed for all purposes of this Agreement as an objection by such
Lender to the requested duration of such Interest Period); provided that, if any or all of
the Lenders object to the requested duration of such Interest Period, the duration of the
Interest Period for such Revolving Credit Borrowing shall be one, two, three, six, nine or
twelve months, as specified by the Borrower in the applicable Notice of Revolving Credit
Borrowing as the desired alternative to such requested Interest Period;




     (c) whenever the last day of any Interest Period would otherwise occur on a day other
than a Business Day, the last day of such Interest Period shall be extended to occur on the
next succeeding Business Day, provided, however, that, if such extension
would cause the last day of such Interest Period to occur in the next following calendar
month, the last day of such Interest Period shall occur on the next preceding Business Day;
and




     (d) whenever the first day of any Interest Period occurs on a day of an initial
calendar month for which there is no numerically corresponding day in the calendar month
that succeeds such initial calendar month by the number of months equal to the number of
months in such Interest Period, such Interest Period shall end on the last Business Day of
such succeeding calendar month.



     “Investment” means, relative to any Person,




     (a) any loan or advance made by such Person to any other Person (excluding commission,
travel, expense and similar advances to officers and employees made in the ordinary course
of business); and




     (b) any ownership or similar interest held by such Person in any other Person.



     “Issuance” with respect to any Letter of Credit means the issuance, amendment, renewal
or extension of such Letter of Credit.



8









 





     “Issuing Bank” means a Lender Party listed on Schedule I hereto with a Letter of
Credit Commitment or any other Lender acceptable to the Borrower in its discretion so long as such
Lender expressly agrees to perform in accordance with their terms all of the obligations that by
the terms of this Agreement are required to be performed by it as an Issuing Bank and notifies the
Administrative Agent of its Applicable Lending Office (which information shall be recorded by the
Administrative Agent in the Register), for so long as such Issuing Bank or Lender, as the case may
be, shall have a Letter of Credit Commitment.



     “L/C Cash Collateral Account” means an interest bearing cash collateral account to be
established and maintained by the Administrative Agent, over which the Administrative Agent shall
have sole dominion and control, upon terms as may be satisfactory to the Administrative Agent.



     “L/C Related Documents” has the meaning specified in Section 2.6(b)(i).



     “Lender Assignment Agreement” means a Lender Assignment Agreement substantially in the
form of Exhibit E.



     “Lender” means each Lender Party listed on Schedule I hereto with a Revolving Credit
Commitment and each Assignee Lender.



     “Lender Parties” is defined in the preamble.



     “Letter of Credit” has the meaning specified in Section 2.1(b).



     “Letter of Credit Agreement” has the meaning specified in Section 2.3(a).



     “Letter of Credit Commitment” means, with respect to each Issuing Bank, the obligation
of such Issuing Bank to issue Letters of Credit for the account of the Borrower and its
Subsidiaries in (a) the Dollar amount set forth opposite the Issuing Bank’s name on Schedule I
hereto under the caption “Letter of Credit Commitment” or (b) if such Issuing Bank has entered into
one or more Lender Assignment Agreements, the Dollar amount set forth for such Issuing Bank in the
Register maintained by the Administrative Agent pursuant to Section 11.11.1 as such Issuing Bank’s
“Letter of Credit Commitment”, in each case as such amount may be reduced prior to such time
pursuant to Section 2.5.



     “Letter of Credit Facility” means, at any time, an amount equal to the least of (a)
the aggregate amount of the Issuing Banks’ Letter of Credit Commitments at such time, (b)
$125,000,000 and (c) the aggregate amount of the Revolving Credit Commitments, as such amount may
be reduced at or prior to such time pursuant to Section 2.5.



     “LIBO Lending Office” means, with respect to any Lender Party, the office of such
Lender Party specified as its “LIBO Lending Office” opposite its name on Schedule I hereto or the
Lender Assignment Agreement pursuant to which it became a Lender Party (or, if no such office is
specified, its Domestic Lending Office), or such other office of such Lender Party as such Lender
Party may from time to time specify to the Borrower and the Administrative Agent.



     “LIBO Rate” means, for any Interest Period for each LIBO Rate Advance comprising part
of the same Revolving Credit Borrowing, the rate per annum appearing on Reuters LIBOR01 Page (or
any successor page) as the London interbank offered rate for (a) deposits in Dollars or Euros, as
applicable, at approximately 11:00 A.M. (London time) two Business Days prior to the first day of
such Interest Period or (b) deposits in Sterling at approximately 11:00 A.M. (London time) on the
first day of such Interest Period, in each case for a term comparable to such Interest Period or,
if for any reason such rate is not



9









 




available, the average (rounded upward to the nearest whole multiple of 1/1000 of 1% per
annum, if such average is not such a multiple) of the rate per annum at which deposits in Dollars
or Euros, as applicable, is offered by the principal office of each of the Reference Banks in
London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two
Business Days before the first day of such Interest Period, or at which deposits in Sterling is
offered by the principal office of each of the Reference Banks in London, England to prime banks in
the London interbank market at 11:00 A.M. (London time) on the first day of such Interest Period,
in each case in an amount substantially equal to such Reference Bank’s LIBO Rate Advance comprising
part of such Revolving Credit Borrowing to be outstanding during such Interest Period and for a
period equal to such Interest Period, subject, however, to the provisions of
Section 2.8.




     “LIBO Rate Advance” means a Revolving Credit Advance denominated in Dollars or a
Committed Currency that bears interest as provided in Section 2.7(a)(ii).



     “Lien” means any security interest, mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in
property to secure payment of a debt or performance of an obligation or other priority or
preferential arrangement of any kind or nature whatsoever.



     “Loan Document” means this Agreement, the Notes, if any, and each Letter of Credit
Agreement.



     “Mandatory Cost” means, with respect to any period for Advances denominated in
Sterling, the percentage rate per annum determined in accordance with Schedule 1.01.




     “Material Adverse Effect” means a material adverse effect on (a) the business,
operations or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) the
rights and remedies of the Administrative Agent or any Lender Party under the Loan Documents or (c)
the ability of the Borrower to perform its payment Obligations under the Loan Documents.



     “Material Litigation” is defined in Section 5.8



     “Moody’s” means Moody’s Investors Service, Inc.



     “Net Debt” means, at any time, the aggregate outstanding principal amount of all debt
(including, without limitation, the principal portion of all capitalized leases) of the Borrower
and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) less the sum of
(without duplication);




     (a) all cash on hand of the Borrower and its Subsidiaries; plus




     (b) all Cash Equivalents.



     “Net Debt to Capitalization Ratio” means, as at any date, the ratio of (a) Net Debt on
such date to (b) Capitalization on such date.



     “New Financings” means proceeds from:




     (a) borrowed money (whether by loan or issuance and sale of debt securities), including
drawings under this Agreement, and




     (b) the issuance and sale of equity securities.



10









 





     “Non-Consenting Lender” has the meaning specified in Section 2.15(b).



     “Non-Defaulting Lenders” has the meaning specified in Section 2.16(a).



     “Note” means a promissory note of the Borrower payable to the order of any Lender,
delivered pursuant to a request made under Section 2.13 in substantially the form of Exhibit A
hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the
Advances made by such Lender.



     “Notice of Issuance” has the meaning specified in Section 2.3(a).



     “Notice of Revolving Credit Borrowing” has the meaning specified in Section 2.2(a).



     “Notice of Swing Line Borrowing” has the meaning specified in Section 2.2(b).



     “Obligations” means all obligations (monetary or otherwise) of the Borrower arising
under or in connection with this Agreement and the Notes.



     “Organic Document” means, relative to the Borrower, its certificate of incorporation
and its by-laws.



     “Participant” is defined in Section 11.11.2.



     “Participant Register” is defined in Section 11.11.2.



     “Participating Member State” means each state so described in any EMU Legislation.



     “Payment Office” means, for any Committed Currency, such office of Nordea as shall be
from time to time selected by the Administrative Agent and notified by the Administrative Agent to
the Borrower and the Lender Parties.



     “Pension Plan” means a “pension plan”, as such term is defined in section 3(2) of
ERISA, which is subject to Title IV of ERISA (other than a multiemployer plan as defined in section
4001(a)(3) of ERISA), and to which the Borrower or any corporation, trade or business that is,
along with the Borrower, a member of a Controlled Group, may have liability, including any
liability by reason of being deemed to be a contributing sponsor under section 4069 of ERISA.



     “Person” means any natural person, corporation, partnership, limited liability
company, firm, association, trust, government, governmental agency or any other entity, whether
acting in an individual, fiduciary or other capacity.



     “Prepayment Event” is defined in Section 8.1.



     “Principal Subsidiary” means any Subsidiary of the Borrower that owns a Vessel.



     “Quarterly Payment Date” means the last day of each March, June, September, and
December or, if any such day is not a Business Day, the next succeeding Business Day.



     “Ratable Share” of any amount means, with respect to any Lender at any time, the
product of such amount times a fraction, the numerator of which is the amount of such
Lender’s Revolving Credit Commitment at such time (or, if the Revolving Credit Commitments shall
have been terminated, such Lender’s Revolving Credit Commitment as in effect immediately prior to
such termination) and the



11









 




denominator of which is the aggregate amount of all Revolving Credit Commitments at such time
(or, if the Revolving Credit Commitments shall have been terminated, the aggregate amount of all
Revolving Credit Commitments as in effect immediately prior to such termination).




     “Reference Lenders” means Nordea, Citibank and DnB NOR Bank and includes each
replacement Reference Lender appointed by the Administrative Agent pursuant to Section 2.8.



     “Register” is defined in Section 11.11.3.



     “Required Lenders” means, at any time, Lenders that, in the aggregate, hold more than
50% of the aggregate unpaid principal amount (based on the Equivalent in Dollars at such time) of
the Revolving Credit Advances or, if no such principal amount is then outstanding, Lenders that in
the aggregate have more than 50% of the Revolving Credit Commitments; provided that if any
Lender shall be a Defaulting Lender at such time, there shall be excluded from the determination of
Required Lenders at such time the Revolving Credit Commitments of such Lender at such time.



     “Revolving Credit Advance” means an advance by a Lender to the Borrower as part
of a Revolving Credit Borrowing and refers to a Base Rate Advance or a LIBO Rate Advance (each of
which shall be a “Type” of Revolving Credit Advance).



     “Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving
Credit Advances of the same Type and, in the case of LIBO Rate Advances, having the same Interest
Period, made by each of the Lenders.



     “Revolving Credit Borrowing Minimum” means, in respect of Revolving Credit Advances
denominated in Dollars, $5,000,000, in respect of Revolving Credit Advances denominated in
Sterling, £5,000,000 and, in respect of Revolving Credit Advances denominated in Euros, €5,000,000.



     “Revolving Credit Borrowing Multiple” means, in respect of Revolving Credit Advances
denominated in Dollars, $1,000,000 in respect of Revolving Credit Advances denominated in Sterling,
£1,000,000 and, in respect of Revolving Credit Advances denominated in Euros, €1,000,000.



     “Revolving Credit Commitment” means as to any Lender (a) the Dollar amount set forth
opposite such Lender’s name on Schedule I hereto as such Lender’s “Revolving Credit Commitment” or
(b) if such Lender has entered into a Lender Assignment Agreement, the Dollar amount set forth for
such Lender in the Register maintained by the Administrative Agent pursuant to Section 11.11.3, as
such amount may be reduced pursuant to Section 2.5.



     “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.



     “Senior Debt Rating” means, as of any date, (a) the implied senior debt rating of the
Borrower for debt pari passu in right of payment and in right of collateral
security with the Obligations as given by Moody’s and S&P or (b) in the event the Borrower receives
an actual unsecured senior debt rating (apart from an implied rating) from Moody’s and/or S&P, such
actual rating or ratings, as the case may be (and in such case the Senior Debt Rating shall not be
determined by reference to any implied senior debt rating from either agency). For purposes of the
foregoing, (i) if only one of S&P and Moody’s shall have in effect a Senior Debt Rating, the
Applicable Margin and the Applicable Percentage shall be determined by reference to the available
rating; (ii) if neither S&P nor Moody’s shall have in effect a Senior Debt Rating, the Applicable
Margin and the Applicable Percentage will be set in accordance with Level 6 under the definition of
“Applicable Margin” or “Applicable Percentage”, as the case may be, unless (A)
within 21 days of being notified by the Administrative Agent that both Moody’s and S&P have ceased
to



12









 




give a Senior Debt Rating, the Borrower has obtained from at least one of such agencies a
private implied rating for its senior debt or (B) having failed to obtain such private rating
within such 21-day period, the Borrower and the Lenders shall have agreed within a further 15-day
period (during which period the Borrower and the Agents shall consult in good faith to find an
alternative method of providing an implied rating of the Borrower’s senior debt) on an alternative
rating method, which agreed alternative shall apply for the purposes of this Agreement; (iii) if
the ratings established by S&P and Moody’s shall fall within different levels, the Applicable
Margin and the Applicable Percentage shall be based upon the higher rating unless such ratings
differ by two or more levels, in which case the applicable level will be deemed to be one level
below the higher of such levels; (iv) if any rating established by S&P or Moody’s shall be changed,
such change shall be effective as of the date on which such change is first announced publicly by
the rating agency making such change; and (v) if S&P or Moody’s shall change the basis on which
ratings are established, each reference to the Senior Debt Rating announced by S&P or Moody’s, as
the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as the case may be.




     “Sterling” means the lawful currency of the United Kingdom of Great Britain and
Northern Ireland.



     “Stockholders’ Equity” means, as at any date, the Borrower’s stockholders’ equity on
such date, excluding Accumulated Other Comprehensive Income (Loss), determined in accordance with
GAAP, provided that any non-cash charge to Stockholders’ Equity resulting (directly or
indirectly) from a change after the Effective Date in GAAP or in the interpretation thereof shall
be disregarded in the computation of Stockholders’ Equity such that the amount of any reduction
thereof resulting from such change shall be added back to Stockholders’ Equity.



     “Subsidiary” means, with respect to any Person, any corporation of which more than 50%
of the outstanding capital stock having ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether at the time capital stock of any other class
or classes of such corporation shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned by such Person, by such Person and one or
more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person.



     “Swing Line Advance” means an advance made by the Swing Line Bank pursuant to Section
2.1(c) or any Lender pursuant to Section 2.2(b).



     “Swing Line Bank” means Nordea.



     “Swing Line Borrowing” means a borrowing consisting of a Swing Line Advance made by
the Swing Line Bank.



     “Swing Line Commitment” means the amount set forth opposite the Swing Line Bank’s name
on Schedule I hereto, as such amount may be reduced pursuant to Section 2.5.



     “Taxes” is defined in Section 3.6.



     “Termination Date” means the earliest of ( November 19, 2014, subject to the extension
thereof pursuant to Section 2.15, (b) the date of termination in whole of the Commitments pursuant
to Section 2.5 and (c) the date on which any Commitment Termination Event occurs; provided,
however, that the Termination Date of any Lender that is a Non-Consenting Lender to any
requested extension pursuant to Section 2.15 shall be the Termination Date in effect immediately
prior to the applicable Extension Date for all purposes of this Agreement.



13









 





     “Type” means the distinction of an Advance as a LIBO Rate Advance or a Base Rate
Advance.



     “Unissued Letter of Credit Commitment” means, with respect to any Issuing Bank, the
obligation of such Issuing Bank to issue Letters of Credit for the account of the Borrower or any
of its Subsidiaries in an amount equal to the excess of (a) the amount of its Letter of Credit
Commitment over (b) the aggregate Available Amount of all Letters of Credit issued by such Issuing
Bank.



     “Unused Commitment” means, with respect to each Lender at any time, (a) such Lender’s
Revolving Credit Commitment at such time minus (b) the sum of (i) the aggregate principal
amount of all Advances made by such Lender (in its capacity as a Lender, and not as a Swing Line
Bank) and outstanding at such time, plus (ii) such Lender’s Ratable Share of (A) the
aggregate Available Amount of all the Letters of Credit outstanding at such time, (B) the aggregate
principal amount of all Advances made by each Issuing Bank pursuant to Section 2.3(c) that have not
been ratably funded by such Lender and outstanding at such time and (C) the aggregate principal
amount of all Swing Line Advances then outstanding.



     “United States” or “U.S.” means the United States of America, its fifty States
and the District of Columbia.



     “Vessel” means a passenger cruise vessel owned by the Borrower or one of its
Subsidiaries.



     “Voting Stock” means shares of capital stock of the Borrower of any class or classes
(however designated) that have by the terms thereof normal voting power to elect the members of the
Board of Directors of the Borrower (other than voting power upon the occurrence of a stated
contingency, such as the failure to pay dividends).



     SECTION 1.2. Use of Defined Terms. Unless otherwise defined or the context otherwise
requires, terms for which meanings are provided in this Agreement shall, when capitalized, have
such meanings when used in the Disclosure Schedule and in each Note, Notice of Revolving Credit
Borrowing, Notice of Swing Line Borrowing, Notice of Issuance, notice and other communication
delivered from time to time in connection with this Agreement or any other Loan Document.



     SECTION 1.3. Cross-References. Unless otherwise specified, references in this
Agreement and in each other Loan Document to any Article or Section are references to such Article
or Section of this Agreement or such other Loan Document, as the case may be, and, unless otherwise
specified, references in any Article, Section or definition to any clause are references to such
clause of such Article, Section or definition.



     SECTION 1.4. Accounting and Financial Determinations. Unless otherwise specified, all
accounting terms used herein or in any other Loan Document shall be interpreted, all accounting
determinations and computations hereunder or thereunder (including under Section 6.2.4)
shall be made, and all financial statements required to be delivered hereunder or thereunder shall
be prepared, in accordance with United States generally accepted accounting principles
(“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of
the inconsistencies); provided that if the Borrower elects to apply or is required to apply
International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP,
upon any such election and notice to the Administrative Agent, references herein to GAAP shall
thereafter be construed to mean
IFRS (except as otherwise provided in this Agreement); provided, further, that
if, as a result of (i) any change in GAAP or IFRS or in the interpretation thereof or (ii) the
application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of the financial
statements referred to in Section 5.6, there is a change in the manner of determining any
of the items referred to herein that are to be determined by reference to GAAP, and the



14









 




effect of
such change would (in the reasonable opinion of the Borrower or the Agents) be such as to affect
the basis or efficacy of the covenants contained in Section 6.2.4 in ascertaining the
financial condition of the Borrower or the consolidated financial condition of the Borrower and its
Subsidiaries and the Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP
or the application thereof on the operation of such provision (or if the Administrative Agent
notifies the Borrower that the Required Lenders request an amendment to any provision hereof for
such purpose), then such item shall for the purposes of such Sections of this Agreement continue to
be determined in accordance with GAAP relating thereto as GAAP were applied immediately prior to
such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or
such provision amended in accordance herewith.




ARTICLE II




COMMITMENTS, BORROWING PROCEDURES AND NOTES



     SECTION 2.1. The Advances and Letters of Credit. (a) Revolving Credit
Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to
make Revolving Credit Advances to the Borrower from time to time on any Business Day during the
period from the Closing Date until the Termination Date applicable to such Lender in an amount
(based in respect of any Revolving Credit Advances to be denominated in a Committed Currency by
reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable
Notice of Revolving Credit Borrowing) not to exceed such Lender’s Unused Commitment. Each
Revolving Credit Borrowing shall be in an amount not less than the Revolving Credit Borrowing
Minimum or the Revolving Credit Borrowing Multiple in excess thereof and shall consist of Revolving
Credit Advances of the same Type and in the same currency made on the same day by the Lenders
ratably according to their respective Revolving Credit Commitments. Within the limits of each
Lender’s Revolving Credit Commitment, the Borrower may borrow under this Section 2.1(a), prepay
pursuant to Section 2.10 and reborrow under this Section 2.1(a).



     (b) Letters of Credit. Each Issuing Bank agrees, on the terms and conditions
hereinafter set forth, in reliance upon the agreements of the Lenders set forth in this Agreement,
to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or a
Committed Currency for the account of the Borrower and its Subsidiaries from time to time on any
Business Day during the period from the Closing Date until 30 days before the Termination Date of
such Issuing Bank in an aggregate Available Amount (based in respect of any Letters of Credit to be
denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on
the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by
each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such
time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such
Letter of Credit not to exceed an amount equal to the Unused Commitments of the Lenders at such
time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or
the beneficiary to require renewal) later than five Business Days before the Termination Date of
such Issuing Bank, provided that no Letter of Credit may expire after the Termination Date
of any Non-Consenting Lender if, after giving effect to such issuance, the aggregate Revolving
Credit Commitments of the Consenting Lenders (including any replacement Lenders) for the period
following such Termination Date would be less than the Available Amount of the Letters of Credit
expiring after
such Termination Date. Within the limits referred to above, the Borrower may from time to
time request the issuance of Letters of Credit under this Section 2.1(b).



     (c) The Swing Line Advances. The Swing Line Bank agrees, on the terms and conditions
hereinafter set forth, to make Swing Line Advances denominated in Dollars to the Borrower from time
to time on any Business Day during the period from the Closing Date until the Termination Date of the



15









 







Swing Line Bank in an aggregate principal amount (i) for all Swing Line Advances made by the
Swing Line Bank not to exceed at any time the lesser of (x) $50,000,000 (the “Swing Line
Facility”) and (y) the Swing Line Bank’s Swing Line Commitment at such time and (ii) in an
amount for each such Advance not to exceed the Unused Commitments of the Lenders on such Business
Day. No Swing Line Advance shall be used for the purpose of funding the payment of principal of
any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $1,000,000 or an
integral multiple thereof. Within the limits of the Swing Line Facility and within the limits
referred to in clause (ii) above, the Borrower may borrow under this Section 2.1(c), prepay
pursuant to Section 2.10 and reborrow under this Section 2.1(c).



     SECTION 2.2. Making the Advances. (a) Except as otherwise provided in Section 2.2(b)
or Section 2.3(c), each Revolving Credit Borrowing shall be made on notice, given not later than
(x) 11:00 A.M. (New York City time) on the second Business Day prior to the date of the proposed
Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of LIBO Rate
Advances denominated in Dollars, (y) 4:00 P.M. (London time) on the third Business Day prior to the
date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of LIBO Rate Advances denominated in any Committed Currency, or (z) 11:00 A.M. (New York
City time) on the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent by
telecopier, which shall give to each Lender prompt notice thereof by telecopier or electronic mail.
Each such notice of a Revolving Credit Borrowing (a “Notice of Revolving Credit
Borrowing”) shall be by telephone, confirmed promptly in writing, or telecopier in
substantially the form of Exhibit B-1 hereto, specifying therein the requested (i) date of such
Revolving Credit Borrowing, (ii) Type of Advances comprising such Revolving Credit Borrowing, (iii)
aggregate amount of such Revolving Credit Borrowing, and (iv) in the case of a Revolving Credit
Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such
Revolving Credit Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date of
such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing consisting of LIBO
Rate Advances denominated in Dollars, before 1:00 P.M. (New York City time) on the date of such
Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing consisting of Base Rate
Advances and before 11:00 A.M. (London time) on the date of such Revolving Credit Borrowing, in the
case of a Revolving Credit Borrowing consisting of LIBO Rate Advances denominated in any Committed
Currency, make available for the account of its Applicable Lending Office to the Administrative
Agent at the applicable Administrative Agent’s Account, in same day funds, such Lender’s ratable
portion of such Revolving Credit Borrowing. After the Administrative Agent’s receipt of such funds
and upon fulfillment of the applicable conditions set forth in Section 4.2 the Administrative Agent
will make such funds available to the Borrower at the account of the Borrower specified in the
applicable Notice of Revolving Credit Borrowing; provided, however, that, if such
borrowing is denominated in Dollars, the Administrative Agent shall first make a portion of such
funds equal to the aggregate principal amount of any Swing Line Advances made by the Swing Line
Bank and by any other Lender and outstanding on the date of such Revolving Credit Borrowing, plus
interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank and
such other Lenders for repayment of such Swing Line Advances.



     (b) Each Swing Line Borrowing shall be made on notice, given not later than 1:00 P.M. (New
York City time) on the date of the proposed Swing Line Borrowing by the Borrower to the Swing
Line Bank and the Administrative Agent, of which the Administrative Agent shall give prompt
notice to the Lenders. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line
Borrowing”) shall be by telephone, confirmed promptly in writing, or telecopier in
substantially the form of Exhibit B-2 hereto, specifying therein the requested (i) date of such
Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall
be no later than the tenth day after the requested date of such Borrowing). The Swing Line Bank
shall, before 4:00 P.M. (New York City time) on the date of such Swing Line Borrowing, make the
Swing Line Borrowing available to the Administrative Agent at



16









 







the Administrative Agent’s Account,
in same day funds. After the Administrative Agent’s receipt of such funds and upon fulfillment of
the applicable conditions set forth in Section 4.2, the Administrative Agent will make such funds
available to the Borrower at the account of the Borrower specified in the applicable Notice of
Swing Line Borrowing. Upon written demand by the Swing Line Bank, with a copy of such demand to
the Administrative Agent, each other Lender will purchase from the Swing Line Bank, and the Swing
Line Bank shall sell and assign to each such other Lender, such other Lender’s Ratable Share of
such outstanding Swing Line Advance, by making available for the account of its Applicable Lending
Office to the Administrative Agent for the account of the Swing Line Bank, by deposit to the
Administrative Agent’s Account, in same day funds, an amount equal to the portion of the
outstanding principal amount of such Swing Line Advance to be purchased by such Lender. The
Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its
Ratable Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor
is made by the Swing Line Bank, provided that notice of such demand is given not later than 11:00
A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such
demand if notice of such demand is given after such time. Upon any such assignment by the Swing
Line Bank to any other Lender of a portion of a Swing Line Advance, the Swing Line Bank represents
and warrants to such other Lender that the Swing Line Bank is the legal and beneficial owner of
such interest being assigned by it, but makes no other representation or warranty and assumes no
responsibility with respect to such Swing Line Advance, this Agreement, the Notes or the Borrower.
If and to the extent that any Lender shall not have so made the amount of such Swing Line Advance
available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent
forthwith on demand such amount together with interest thereon, for each day from the date such
Lender is required to have made such amount available to the Administrative Agent until the date
such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall
pay to the Administrative Agent such amount for the account of the Swing Line Bank on any Business
Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such
Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of
the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business
day.



     (c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not
select LIBO Rate Advances for any Revolving Credit Borrowing if the aggregate amount of such
Revolving Credit Borrowing is less than the Revolving Credit Borrowing Minimum or if the obligation
of the Lenders to make LIBO Rate Advances shall then be suspended pursuant to Section 2.8 or 3.1
and (ii) the LIBO Rate Advances may not be outstanding as part of more than 15 separate Revolving
Credit Borrowings.



     (d) Each Notice of Revolving Credit Borrowing and Notice of Swing Line Borrowing shall be
irrevocable and binding on the Borrower. In the case of any Revolving Credit Borrowing that the
related Notice of Revolving Credit Borrowing specifies is to be comprised of LIBO Rate Advances,
the Borrower shall indemnify each Lender in accordance with Section 3.4.



     (e) Unless the Administrative Agent shall have received notice from a Lender or the Swing Line
Bank prior to the time of any Revolving Credit Borrowing or Swing Line Borrowing, as the case may
be, that such Lender or the Swing Line Bank will not make available to the Administrative Agent
such Lender’s or the Swing Line Bank’s ratable portion of such Revolving Credit Borrowing or
Swing Line Borrowing, as the case may be, the Administrative Agent may assume that such Lender or
the Swing Line Bank has made such portion available to the Administrative Agent on the date of such
Borrowing in accordance with subsection (a) or (b) of this Section 2.2, as applicable, and the
Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that such Lender or the Swing Line Bank shall
not have so made such ratable portion available to the Administrative Agent, such Lender and the
Borrower severally agree to repay to



17









 







the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date such amount is made
available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i)
in the case of the Borrower, the interest rate applicable at the time to the Advances comprising
such Borrowing and (ii) in the case of such Lender or the Swing Line Bank, (A) the Federal Funds
Rate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the
Administrative Agent in respect of such amount in the case of Advances denominated in Committed
Currencies. If such Lender or the Swing Line Bank shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Lender’s or the Swing Line Bank’s
Advance as part of such Borrowing for purposes of this Agreement.



     (f) The failure of any Lender to make the Revolving Credit Advance to be made by it as part of
any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its
Revolving Credit Advance on the date of such Revolving Credit Borrowing, but no Lender shall be
responsible for the failure of any other Lender to make the Revolving Credit Advance to be made by
such other Lender on the date of any Revolving Credit Borrowing.



     (g) If any Lender shall default in its obligations under Section 2.1, the Agents
shall, at the request of the Borrower, use reasonable efforts to find a bank or other financial
institution acceptable to the Borrower to replace such Lender on terms acceptable to the Borrower
and to have such bank or other financial institution replace such Lender.



     (h) Each Lender may, if it so elects, fulfill its obligation to make or continue Advances
hereunder by causing one of its foreign branches or Affiliates (or an international banking
facility created by such Lender) to make or maintain such Advance; provided that such
Advance shall nonetheless be deemed to have been made and to be held by such Lender, and the
obligation of the Borrower to repay such Advance shall nevertheless be to such Lender for the
account of such foreign branch, Affiliate or international banking facility.



     SECTION 2.3. Issuance of and Drawings and Reimbursement Under Letters of Credit. (a)
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not
later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the
proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing
Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the
Administrative Agent, prompt notice thereof. Each such notice by the Borrower of Issuance of a
Letter of Credit (a “Notice of Issuance”) shall be by telecopier or telephone, confirmed
immediately in writing, specifying therein the requested (A) date of such Issuance (which shall be
a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter
of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such
Letter of Credit, such Letter of Credit shall be issued pursuant to such application and agreement
for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with
such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of
such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being
understood that any such form shall have only explicit documentary conditions to draw and shall not
include discretionary conditions), such Issuing Bank will, upon fulfillment of the applicable
conditions set forth in Section 4.2, make such Letter of Credit available to the Borrower at
its office referred to in Section 11.2 or as otherwise agreed with the Borrower in connection with
such Issuance. In the event and to the extent that the provisions of any Letter of Credit
Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.



     (b) Participations. By the Issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing or decreasing the amount thereof) and without any further action on the
part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender,
and each Lender



18









 







hereby acquires from such Issuing Bank, a participation in such Letter of Credit
equal to such Lender’s Ratable Share of the Available Amount of such Letter of Credit. The
Borrower hereby agrees to each such participation. In consideration and in furtherance of the
foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative
Agent, for the account of such Issuing Bank, such Lender’s Ratable Share of each drawing made under
a Letter of Credit funded by such Issuing Bank and not reimbursed by the Borrower on the date made,
or of any reimbursement payment required to be refunded to the Borrower for any reason, which
amount will be advanced, and deemed to be an Advance to the Borrower hereunder, regardless of the
satisfaction of the conditions set forth in Section 4.2. Each Lender acknowledges and agrees that
its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit
is absolute and unconditional and shall not be affected by any circumstance whatsoever, including
any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a
Default or reduction or termination of the Revolving Credit Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender
further acknowledges and agrees that its participation in each Letter of Credit will be
automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such
Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to a
Commitment Increase in accordance with Section 2.15, an assignment in accordance with Section
11.11.1 or otherwise pursuant to this Agreement.



     (c) Drawing and Reimbursement. The payment by an Issuing Bank of a draft drawn under
any Letter of Credit which is not reimbursed by the Borrower on the date made shall constitute for
all purposes of this Agreement the making by any such Issuing Bank of an Advance, which, in the
case of a Letter of Credit denominated in Dollars, shall be a Base Rate Advance in the amount of
such draft, and, in the case of a Letter of Credit denominated in a Commitment Currency, shall be a
Base Rate Advance in an amount equal to the Equivalent of Dollars of such Committed Currency
determined on the date of such drawing, without regard to whether the making of such an Advance
would exceed such Issuing Bank’s Unused Commitment. Each Issuing Bank shall give prompt notice of
each drawing under any Letter of Credit issued by it to the Borrower and the Administrative Agent.
Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent
and the Borrower, each Lender shall pay to the Administrative Agent such Lender’s Ratable Share of
such outstanding Advance pursuant to Section 2.3(b). Each Lender acknowledges and agrees that its
obligation to make Advances pursuant to this paragraph in respect of Letters of Credit is absolute
and unconditional and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a
Default or reduction or termination of the Revolving Credit Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after
receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. Each
Lender agrees to fund its Ratable Share of an outstanding Advance on (i) the Business Day on which
demand therefor is made by such Issuing Bank, provided that notice of such demand is given
not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day
next succeeding such demand if notice of such demand is given after such time. If and to the
extent that any Lender shall not have so made the amount of such Advance available to the
Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand
such amount together with interest thereon, for each day from the date of demand by any such
Issuing Bank
until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for
its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the
Administrative Agent such amount for the account of any such Issuing Bank on any Business Day, such
amount so paid in respect of principal shall constitute an Advance made by such Lender on such
Business Day for purposes of this Agreement, and the outstanding principal amount of the Advance
made by such Issuing Bank shall be reduced by such amount on such Business Day.



19









 





     (d) Letter of Credit Reports. Each Issuing Bank shall furnish (A) to the
Administrative Agent and each Lender (with a copy to the Borrower) on the first Business Day of
each month a written report summarizing Issuance and expiration dates of Letters of Credit issued
by such Issuing Bank during the preceding month and drawings during such month under all Letters of
Credit and (B) to the Administrative Agent and each Lender (with a copy to the Borrower) on the
first Business Day of each calendar quarter a written report setting forth the average daily
aggregate Available Amount during the preceding calendar quarter of all Letters of Credit issued by
such Issuing Bank.



     (e) Failure to Make Advances. The failure of any Lender to make the Advance to be
made by it on the date specified in Section 2.3(c) shall not relieve any other Lender of its
obligation hereunder to make its Advance on such date, but no Lender shall be responsible for the
failure of any other Lender to make the Advance to be made by such other Lender on such date.



     SECTION 2.4. Fees. (a) Facility Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee on the aggregate amount of such
Lender’s Revolving Credit Commitment from the Effective Date in the case of each Lender party
hereto on the Effective Date and from the effective date specified in the Lender Assignment
Agreement pursuant to which it became a Lender in the case of each other Lender until the
Termination Date of such Lender at a rate per annum equal to the Applicable Percentage in effect
from time to time, payable in arrears quarterly on the last day of each March, June, September and
December, commencing December 31, 2010, and on the final Termination Date; provided that no
Defaulting Lender shall be entitled to receive any facility fee in respect of its Revolving Credit
Commitment for any period during which that Lender is a Defaulting Lender (and the Borrower shall
not be required to pay such fee that otherwise would have been required to have been paid to that
Defaulting Lender), other than a facility fee, as described above, on the aggregate principal
amount of Advances funded by such Defaulting Lender outstanding from time to time.



     (b) Letter of Credit Fees. (i) The Borrower shall pay to the Administrative Agent
for the account of each Lender a commission on such Lender’s Ratable Share of the average daily
aggregate Available Amount of all Letters of Credit issued for the account of the Borrower or any
of its Subsidiaries and outstanding from time to time at a rate per annum equal to the Applicable
Margin for LIBO Rate Advances in effect from time to time during such calendar quarter, payable in
arrears quarterly on the last day of each March, June, September and December, commencing with the
quarter ended December 31, 2010, and on the final Termination Date; provided, that no
Defaulting Lender shall be entitled to receive any commission in respect of Letters of Credit for
any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required
to pay such commission to that Defaulting Lender but shall pay such commission as set forth in
Section 2.16);




     (ii) The Borrower shall pay to the Issuing Bank, for its own account, a fronting fee in
an amount agreed between the Borrower and the Issuing Bank and such other issuance fees,
transfer fees and other fees and charges in connection with the Issuance or administration
of each Letter of Credit as the Borrower and the Issuing Bank shall agree.



     SECTION 2.5. Termination or Reduction of the Commitments. (a) Ratable
Termination or Reduction. The Borrower shall have the right, upon at least three Business
Days’ notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in
part the Unused Commitments or the Unissued Letter of Credit Commitments of the Lenders,
provided that each partial reduction shall be in the aggregate amount of $10,000,000 or an
integral multiple of $1,000,000 in excess thereof.




20











 





     (b) Termination of Defaulting Lender. The Borrower shall be entitled at any
time to (i) terminate the Unused Commitment of any Lender that is a Defaulting Lender (determined
after giving effect to any reallocation of participations in Letters of Credit as provided in
Section 2.16) (the “Defaulted Commitments”) upon prior notice of not less than one Business
Day to the Administrative Agent (which shall promptly notify the Lenders thereof), and/or (ii)
replace all of the Commitments or the Defaulted Commitments of any Lender that is a Defaulting
Lender with Commitments of another financial institution reasonably acceptable to the Agents,
provided that (x) each such assignment shall be either an assignment of all of the rights
and obligations of the Defaulting Lender under this Agreement or an assignment of a portion of such
rights and obligations made concurrently with another such assignment or other such assignments
that together cover all of the rights and obligations of the Defaulting Lender under this Agreement
with respect to all of the Commitments or the Defaulted Commitments, as the case may be, and (y)
concurrently with such assignment, either the Borrower or one or more Assignee Lender Parties shall
pay for the account of such Defaulting Lender an aggregate amount at least equal to the aggregate
outstanding principal amount of the Advances owing to such Defaulting Lender, together with accrued
interest thereon to the date of payment of such principal amount and all other amounts payable to
such Defaulting Lender under this Agreement. In either such event, the provisions of Section
2.16(e) shall apply to all amounts thereafter paid by the Borrower or such Assignee Lender Parties
for the account of such Defaulting Lender under this Agreement (whether on account of principal,
interest, facility fees, Letter of Credit commissions or other amounts), provided that (i)
no Default and no Prepayment Event shall have occurred and be continuing and (ii) such termination
or assignment shall not be deemed to be a waiver or release of any claim the Borrower, the
Administrative Agent, each Issuing Bank, the Swing Line Bank or any Lender may have against such
Defaulting Lender.



     SECTION 2.6. Repayment of Advances and Letter of Credit Drawings. (a) Revolving Credit
Advances. The Borrower shall repay to the Administrative Agent for the account of each Lender
on the Termination Date of such Lender the aggregate principal amount of the Revolving Credit
Advances made by such Lender and then outstanding.



     (b) Letter of Credit Drawings. The obligations of the Borrower under any Letter of
Credit Agreement and any other agreement or instrument relating to any Letter of Credit issued for
the account of the Borrower or any of its Subsidiaries shall be unconditional and irrevocable, and
shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit
Agreement and such other agreement or instrument under all circumstances, including, without
limitation, the following circumstances (it being understood that any such payment by the Borrower
is without prejudice to, and does not constitute a waiver of, any rights the Borrower might have or
might acquire as a result of the payment by any Issuing Bank of any draft or the reimbursement by
the Borrower thereof):




     (i) any lack of validity or enforceability of this Agreement, any Note, any Letter of
Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto
(all of the foregoing being, collectively, the “L/C Related Documents”);




     (ii) any change in the time, manner or place of payment of, or in any other term of,
all or any of the obligations of the Borrower in respect of any L/C Related Document or any
other amendment or waiver of or any consent to departure from all or any of the L/C Related
Documents;




     (iii) the existence of any claim, set-off, defense or other right that the Borrower may
have at any time against any beneficiary or any transferee of a Letter of Credit (or any
Persons for which any such beneficiary or any such transferee may be acting), any Issuing
Bank, the Administrative Agent, any Lender or any other Person, whether in connection with
the transactions contemplated by the L/C Related Documents or any unrelated transaction;



21









 






     (iv) any statement or any other document presented under a Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;




     (v) payment by any Issuing Bank under a Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter of Credit;




     (vi) any exchange, release or non-perfection of any collateral, or any release or
amendment or waiver of or consent to departure from any guarantee, for all or any of the
obligations of the Borrower in respect of the L/C Related Documents; or




     (vii) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including, without limitation, any other circumstance that might otherwise
constitute a defense available to, or a discharge of, the Borrower or a guarantor.



     (c) Swing Line Advances. The Borrower shall repay to the Administrative Agent for the
ratable account of the Swing Line Bank and each other Lender which has made a Swing Line Advance
the outstanding principal amount of each Swing Line Advance made to it by each of them on the
earlier of the maturity date specified in the applicable Notice of Swing Line Borrowing (which
maturity shall be no later than ten days after the requested date of such Borrowing) and the
Termination Date applicable to the Swing Line Bank or such Lender, as the case may be.



     SECTION 2.7. Interest on Advances(a) Scheduled Interest. The Borrower shall pay
interest on the unpaid principal amount of each Advance made to it and owing to each Lender or the
Swing Line Bank, as the case may be, from the date of such Advance until such principal amount
shall be paid in full, at the following rates per annum:




     (i) Base Rate Advances. During such periods as such Advance is a Base Rate
Advance, a rate per annum equal at all times to the result of (x) the Base Rate in effect
from time to time plus (y) the Applicable Margin for Base Rate Advances in effect
from time to time, payable in arrears quarterly on the last day of each March, June,
September and December during such periods and on the date such Base Rate Advance shall be
Converted or paid in full.




     (ii) LIBO Rate Advances. During such periods as such Advance is a LIBO Rate
Advance, a rate per annum equal at all times during each Interest Period for such Revolving
Credit Advance to the result of (x) the LIBO Rate for such Interest Period for such LIBO
Rate Advance plus (y) the Applicable Margin for LIBO Rate Advances in effect from
time to time plus (z) (in the case of a LIBO Rate Advance denominated in Sterling)
the Mandatory Cost, payable in arrears on the last day of such Interest Period and, if such
Interest Period has a duration of more than three months, on each day that occurs during
such Interest Period every three months from the first day of such Interest Period and on
the date such LIBO Rate Advance shall be Converted or paid in full.




     (iii) Swing Line Advances. A rate per annum equal at all times to the result
of (x) the Federal Funds Rate in effect from time to time plus (y) the Applicable
Margin for Swing Line Advances in effect from time to time, in each case payable in arrears
the date such Swing Line Advance shall be paid in full.



     (b) Default Interest. After the date any principal amount of any Advance is due and
payable (whether on the applicable Termination Date, upon acceleration or otherwise), or after any
other monetary Obligation of the Borrower shall have become due and payable, the Borrower shall
pay, but only to the



22









 




extent permitted by law, interest (after as well as before judgment) on (i) the unpaid
principal amount of each Advance owing to each Lender, payable in arrears on the dates referred to
in clause (a)(i), (a)(ii) or (a)(iii) above, at a rate per annum equal at all times to 2% per annum
above the rate per annum required to be paid on such Advance pursuant to clause (a)(i), (a)(ii) or
(a)(iii) above and (ii) to the fullest extent permitted by law, the amount of any interest, fee or
other amount payable hereunder that is not paid when due, from the date such amount shall be due
until such amount shall be paid in full, payable in arrears on the date such amount shall be paid
in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per
annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above, such amounts for
each day during the period of such default at a rate per annum certified by the Administrative
Agent to the Borrower (which certification shall be conclusive in the absence of manifest error).




     SECTION 2.8. Interest Rate Determination. (a) Each Reference Bank agrees, if requested by
the Administrative Agent, to furnish to the Administrative Agent timely information for the purpose
of determining each LIBO Rate. If any one or more of the Reference Lenders shall fail to furnish
in a timely manner such information to the Administrative Agent for any such interest rate, the
Administrative Agent shall determine such interest rate on the basis of the information furnished
by the remaining Reference Lenders (provided, that, if all of the Reference Lenders other
than the Administrative Agent fail to supply the relevant quotations, the interest rate will be
fixed by reference only to the quotation obtained by the Administrative Agent in its capacity as a
Reference Lender). If a Reference Lender ceases for any reason to be able and willing to act as
such, the Administrative Agent shall, at the direction of the Required Lenders and after
consultation with the Borrower and the Lenders, appoint a replacement for such Reference Lender
reasonably acceptable to the Borrower, and such replaced Reference Lender shall cease to be a
Reference Lender hereunder. The Administrative Agent shall furnish to the Borrower and to the
Lenders each determination of the LIBO Rate made by reference to quotations of interest rates
furnished by Reference Lenders.



     (b) If the Borrower shall fail to select the duration of any Interest Period for any LIBO Rate
Advances in accordance with the provisions contained in the definition of “Interest Period” in
Section 1.1, the Administrative Agent will forthwith so notify the Borrower and the Lenders and
such Advances shall, on such last day, automatically be continued as a Advance with an Interest
Period having a duration of one month.



     SECTION 2.9. Optional Conversion of Revolving Credit Advances. The Borrower may on any
Business Day, upon notice given to the Administrative Agent in substantially the form of Exhibit C
not later than 11:00 A.M. (New York City time) on the second Business Day prior to the date of the
proposed Conversion and subject to the provisions of Sections 2.8 and 3.1, Convert all Revolving
Credit Advances denominated in Dollars of one Type comprising the same Borrowing into Revolving
Credit Advances denominated in Dollars of the other Type; provided, however, that
any Conversion of LIBO Rate Advances into Base Rate Advances shall be made only on the last day of
an Interest Period for such LIBO Rate Advances, any Conversion of Base Rate Advances into LIBO Rate
Advances shall be in an amount not less than the minimum amount specified in Section 2.2(c) and no
Conversion of any Revolving Credit Advances shall result in more separate Revolving Credit
Borrowings than permitted under Section 2.2(c). Each such notice of a Conversion shall, within the
restrictions specified above, specify (i) the date of such Conversion, (ii) the Dollar denominated
Revolving Credit Advances to be Converted, and (iii) if such Conversion is into LIBO Rate Advances,
the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall
be irrevocable and binding on the Borrower.



     SECTION 2.10. Prepayments of Advances. (a) Optional. The Borrower may, upon notice
at least three Business Days prior to the date of such prepayment, in the case of LIBO Rate
Advances denominated in a Committed Currency, at least two Business Days prior to the date of such
prepayment,



23









 




in the case of LIBO Rate Advances denominated in Dollars, and not later than 11:00 A.M.
(New York City time) on the date of such prepayment, in the case of Base Rate Advances or Swing
Line Advances, to the Administrative Agent stating the proposed date and aggregate principal amount
of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal
amount of the Advances comprising part of the same Borrowing in whole or ratably in part, together
with accrued interest to the date of such prepayment on the principal amount prepaid;
provided, however, that each partial prepayment of LIBO Rate Advances shall be in
an aggregate principal amount of not less than the Revolving Credit Borrowing Minimum or a
Revolving Credit Borrowing Multiple in excess thereof and in the event of any such prepayment of a
LIBO Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof
pursuant to Section 3.4.




     (b) Mandatory. (i) If, on the last day of any calendar month, the Administrative
Agent notifies the Borrower that, on any interest payment date, the sum of (A) the aggregate
principal amount of all Advances denominated in Dollars plus the aggregate Available Amount of all
Letters of Credit denominated in Dollars then outstanding plus (B) the Equivalent in Dollars
(determined on the third Business Day prior to such interest payment date) of the aggregate
principal amount of all Advances denominated in Committed Currencies plus the Available Amount of
all Letters of Credit denominated in Committed Currencies then outstanding exceeds 105% of the
aggregate Revolving Credit Commitments of the Lenders on such date, the Borrower shall, as soon as
practicable and in any event within five Business Days after receipt of such notice, prepay the
outstanding principal amount of any Advances owing by the Borrower in an aggregate amount
sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving Credit
Commitments of the Lenders on such date.



     (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any
interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case
of any prepayment of a LIBO Rate Advance on a date other than the last day of an Interest Period or
at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the
Lenders in respect thereof pursuant to Section 3.4. The Administrative Agent shall give prompt
notice of any prepayment required under this Section 2.10(b) to the Borrower and the Lenders.



     SECTION 2.11. Payments and Computations. (a) The Borrower shall make each payment hereunder
(except with respect to principal of, interest on, and other amounts relating to, Advances
denominated in a Committed Currency), irrespective of any right of counterclaim or set-off, not
later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Administrative
Agent at the applicable Administrative Agent’s Account in same day funds. The Borrower shall make
each payment hereunder with respect to principal of, interest on, and other amounts relating to,
Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off,
not later than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due
in such Committed Currency to the Administrative Agent, by deposit of such funds to the applicable
Administrative Agent’s Account in same day funds. The Administrative Agent will promptly
thereafter cause to be distributed like funds relating to the payment of principal or interest,
fees or commissions ratably (other than amounts payable pursuant to Section 2.4(b)(ii), 3.3, 3.4,
3.5, 3.6 or 3.7) to the Lenders for the account of their respective Applicable Lending Offices, and
like funds relating to the payment of any other amount payable to any Lender Party to such Lender
Party for the account of its Applicable Lending Office, in each case to be applied in accordance
with the terms of this Agreement. Upon its acceptance of a Lender Assignment Agreement and
recording of the information contained therein in the Register pursuant to Section 11.11.3, from
and after the effective date specified in such Lender Assignment Agreement, the Administrative
Agent shall make all payments hereunder and under the Notes in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Lender Assignment Agreement
shall make all
appropriate adjustments in such payments for periods prior to such effective date directly
between themselves.



24









 





     (b) All computations of interest based on the Base Rate and of interest based on the LIBO Rate
in respect of Advances denominated in Sterling shall be made by the Administrative Agent on the
basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on
the LIBO Rate in respect of Advances denominated in Dollars or Euros, as applicable, or the Federal
Funds Rate and of fees and Letter of Credit commissions shall be made by the Administrative Agent
on the basis of a year of 360 days, in each case for the actual number of days (including the first
day but excluding the last day) occurring in the period for which such interest, fees or
commissions are payable. Each determination by the Administrative Agent of an interest rate
hereunder shall be conclusive and binding for all purposes, absent manifest error.



     (c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding Business Day;
provided, however, that, if such extension would cause payment of interest on or
principal of LIBO Rate Advances to be made in the next following calendar month, such payment shall
be made on the next preceding Business Day and provided, further, that any such
adjustment to the payment date shall in each case be made in the computation of payment of
interest, fee or commission, as the case may be.



     (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Lender Parties hereunder that the Borrower will not make
such payment in full, the Administrative Agent may assume that the Borrower has made such payment
in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon
such assumption, cause to be distributed to each Lender on such due date an amount equal to the
amount then due such Lender Party. If and to the extent the Borrower shall not have so made such
payment in full to the Administrative Agent, each Lender Party shall repay to the Administrative
Agent forthwith on demand such amount distributed to such Lender Party together with interest
thereon, for each day from the date such amount is distributed to such Lender Party until the date
such Lender Party repays such amount to the Administrative Agent, at (i) the Federal Funds Rate in
the case of Advances denominated in Dollars or (ii) the cost of funds incurred by the
Administrative Agent in respect of such amount in the case of Advances denominated in Committed
Currencies.



     (e) To the extent that the Administrative Agent receives funds for application to the amounts
owing by the Borrower under or in respect of this Agreement or any Note in currencies other than
the currency or currencies required to enable the Administrative Agent to distribute funds to the
Lender Parties in accordance with the terms of this Section 2.11, the Administrative Agent, to the
extent permitted by applicable law, shall be entitled to convert or exchange such funds into
Dollars or into a Committed Currency or from Dollars to a Committed Currency or from a Committed
Currency to Dollars, as the case may be, to the extent necessary to enable the Administrative Agent
to distribute such funds in accordance with the terms of this Section 2.11; provided that
the Borrower and each of the Lender Parties hereby agree that the Administrative Agent shall not be
liable or responsible for any loss, cost or expense suffered by the Borrower or such Lender Party
as a result of any conversion or exchange of currencies affected pursuant to this Section 2.11(e)
or as a result of the failure of the Administrative Agent to effect any such conversion or
exchange; and provided further that the Borrower agrees, to the extent permitted by
applicable law, to indemnify the Administrative Agent and each Lender Party, and hold the
Administrative Agent and each Lender Party harmless, for any and all losses, costs and expenses
incurred by the Administrative Agent or any Lender Party for any conversion or exchange of
currencies (or the failure to convert or exchange any currencies) in accordance with this Section
2.11(e).



     SECTION
2.12. Sharing of Payments, Etc If any Lender Party shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of
the Advances owing to it (other than (x) as payment of an Advance made by an Issuing Bank pursuant
to the first sentence of Section 2.3(c), (y) as a payment of a Swing Line
Advance made by the Swing
Line



25









 







Bank that has not been participated to the other Lender Parties pursuant to Section 2.2(b) or
(z) pursuant to Section 3.3, 3.4, 3.5, 3.6 or 3.7) in excess of its Ratable Share of payments on
account of the Revolving Credit Advances obtained by all the Lender Parties, such Lender Party
shall forthwith purchase from the other Lender Parties such participations in the Revolving Credit
Advances owing to them as shall be necessary to cause such purchasing Lender Party to share the
excess payment ratably with each of them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from such purchasing Lender Party, such
purchase from each Lender Party shall be rescinded and such Lender Party shall repay to the
purchasing Lender Party the purchase price to the extent of such recovery together with an amount
equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such
Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender
Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of
the total amount so recovered. The Borrower agrees that any Lender Party so purchasing a
participation from another Lender Party pursuant to this Section 2.12 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Lender Party were the direct creditor of the Borrower in
the amount of such participation.



     SECTION 2.13. Evidence of Debt. (a) Each Lender Party shall maintain in accordance with its
usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender
Party resulting from each Advance owing to such Lender Party from time to time, including the
amounts of principal and interest payable and paid to such Lender Party from time to time hereunder
in respect of Advances. The Borrower agrees that upon notice by any Lender to the Borrower (with a
copy of such notice to the Administrative Agent) to the effect that a Note is required or
appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or
otherwise) the Advances owing to, or to be made by, such Lender, the Borrower shall promptly
execute and deliver to such Lender a Note payable to the order of such Lender in a principal amount
up to the Revolving Credit Commitment of such Lender.



     (b) The Register maintained by the Administrative Agent pursuant to Section 11.11.3 shall
include a control account, and a subsidiary account for each Lender Party, in which accounts (taken
together) shall be recorded (i) the date, currency and amount of each Borrowing made hereunder, the
Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable
thereto, (ii) the terms of each Lender Assignment Agreement delivered to and accepted by it, (iii)
the amount of any principal or interest due and payable or to become due and payable from the
Borrower to each Lender Party hereunder and (iv) the amount of any sum received by the
Administrative Agent from the Borrower hereunder and each Lender Party’s share thereof.



     (c) Entries made in good faith by the Administrative Agent in the Register pursuant to
subsection (b) above, and by each Lender Party in its account or accounts pursuant to subsection
(a) above, shall be prima facie evidence of the amount of principal and interest
due and payable or to become due and payable from the Borrower to, in the case of the Register,
each Lender Party and, in the case of such account or accounts, such Lender Party, under this
Agreement, absent manifest error.



     SECTION 2.14. [reserved.]



     SECTION 2.15. Extension of Termination Date. (a) At least 45 days but not more than 60 days
prior to the first and/or second anniversaries of the Closing Date, the Borrower, by written notice
to the Administrative Agent, may request an extension of the Termination Date in effect at such
time by one
year from its then scheduled expiration. The Administrative Agent shall promptly notify each
Lender Party of such request, and each Lender Party shall in turn, in its sole discretion, not
later than 30 days prior to the applicable anniversary date, notify the Borrower and the
Administrative Agent in writing as to whether such Lender Party will consent to such extension. If
any Lender Party shall fail to notify the


26









 






Administrative Agent and the Borrower in writing of its
consent to any such request for extension of the Termination Date at least 30 days prior to such
anniversary date, such Lender Party shall be deemed to be a Non-Consenting Lender with respect to
such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to
the applicable anniversary date of the decision of the Lender Parties regarding the Borrower’s
request for an extension of the Termination Date.




     (b) If all the Lender Parties consent in writing to any such request in accordance with
subsection (a) of this Section 2.15, the Termination Date in effect at such time shall, effective
as at the Termination Date (the “Extension Date”), be extended for one year. If less than
all of the Lender Parties consent in writing to any such request in accordance with subsection (a)
of this Section 2.15, the Termination Date in effect at such time shall, effective as at the
applicable Extension Date and subject to subsection (d) of this Section 2.15, be extended as to
those Lender Parties that so consented (each a “Consenting Lender”) but shall not be
extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that
the Termination Date is not extended as to any Lender Party pursuant to this Section 2.15 and the
Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this
Section 2.15 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting
Lender shall automatically terminate in whole on such unextended Termination Date without any
further notice or other action by the Borrower, such Lender Party or any other Person;
provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6 and
3.7, and its obligations under Section 10.2, shall survive the Termination Date for such Lender
Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party
shall have any obligation whatsoever to agree to any request made by the Borrower for any requested
extension of the Termination Date.



     (c) If less than all of the Lender Parties consent to any such request pursuant to subsection
(a) of this Section 2.15, the Borrower may arrange for one or more Consenting Lenders or other
Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible
Assignee”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s
Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement
thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender;
provided, however, that the amount of the Revolving Credit Commitment of any such
Eligible Assignee as a result of such substitution shall in no event be less than $25,000,000
unless the amount of the Revolving Credit Commitment of such Non-Consenting Lender is less than
$25,000,000, in which case such Eligible Assignee shall assume all of such lesser amount; and
provided further that:




     (i) any such Consenting Lender or Eligible Assignee shall have paid to such
Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and
unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such
Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such
Non-Consenting Lender as of the effective date of such assignment;




     (ii) all additional costs reimbursements, expense reimbursements and indemnities
payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to
such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have
been paid to such Non-Consenting Lender; and




     (iii) with respect to any such Eligible Assignee, the applicable processing and
recordation fee required under Section 11.11.1 for such assignment shall have been paid;


provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4,
3.5, 3.6 and 3.7, and its obligations under Section 10.2, shall survive such substitution as to
matters occurring prior to the date of substitution. At least three Business Days prior to any
Extension Date, (A) each such Eligible


27









 






Assignee, if any, shall have delivered to the Borrower and
the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee,
such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting
Lender shall have delivered confirmation in writing satisfactory to the Borrower and the
Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting
Lender being replaced pursuant to this Section 2.15 shall have delivered to the Administrative
Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all
amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such
Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such
Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this
Agreement, without any further acknowledgment by or the consent of the other Lenders, and the
obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be
released and discharged.




     (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of
this Section 2.15) Lenders having Revolving Credit Commitments equal to at least 50% of the
Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing
to a requested extension not later than one Business Day prior to such Extension Date, the
Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be
extended for the additional one-year period as described in subsection (a) of this Section 2.15,
and all references in this Agreement, and in the Notes, if any, to the “Termination Date”
shall, with respect to each Consenting Lender and each Eligible Assignee for such Extension Date,
refer to the Termination Date as so extended. Promptly following each Extension Date, the
Administrative Agent shall notify the Lender Parties (including, without limitation, each Eligible
Assignee) of the extension of the scheduled Termination Date in effect immediately prior thereto
and shall thereupon record in the Register the relevant information with respect to each such
Consenting Lender and each such Eligible Assignee.



     SECTION 2.16. Defaulting Lenders. (a) If any Letters of Credit are outstanding at
the time a Lender becomes a Defaulting Lender, and the Commitments have not been terminated in
accordance with Section 7.3, then:




     (i) so long as no Default and no Prepayment Event shall have occurred and be
continuing, all or any part of the Available Amount of outstanding Letters of Credit shall
be reallocated among the Lenders that are not Defaulting Lenders (“Non-Defaulting
Lenders”) in accordance with their respective Ratable Shares (disregarding any
Defaulting Lender’s Revolving Credit Commitment) but only to the extent that the sum of (A)
the aggregate principal amount of all Advances made by such Non-Defaulting Lenders (in their
capacity as Lenders) and outstanding at such time, plus (B) such Non-Defaulting Lenders’
Ratable Shares (before giving effect to the reallocation contemplated herein) of the
Available Amount of all outstanding Letters of Credit, plus (C) the aggregate principal
amount of all Advances made by each Issuing Bank pursuant to Section 2.3(c) that have not
been ratably funded by such Non-Defaulting Lenders and outstanding at such time, plus (D)
such Defaulting Lender’s Ratable Share of the Available Amount of such Letters of Credit,
does not exceed the total of all Non-Defaulting Lenders’ Revolving Credit Commitments.




     (ii) if the reallocation described in clause (i) above cannot, or can only partially,
be effected, the Borrower shall within three Business Days following notice by each Issuing
Bank, cover the exposure of such Issuing Bank to such Defaulting Lender’s Ratable Share of
the Available Amount of such Letters of Credit (after giving effect to any partial
reallocation
pursuant to clause (i) above) by (x) prepaying Advances in an amount sufficient to
permit such reallocation to be effected completely or (y) providing cash collateral or a
letter of credit to such Issuing Bank; provided that such cash collateral or letter
of credit shall be released promptly upon



28









 







the earliest of, (A) so long as no Default and no
Prepayment Event shall have occurred and be continuing, the reallocation of the Available
Amount of outstanding Letters of Credit among Non-Defaulting Lenders in accordance with
clause (i) above, (B) the termination of the Defaulting Lender status of the applicable
Lender or (C) the existence of excess cash collateral or letter of credit coverage (in which
case, the amount equal to such excess cash collateral or letter of credit coverage shall be
released);




     (iii) if the Ratable Shares of Letters of Credit of the Non-Defaulting Lenders are
reallocated pursuant to this Section 2.16(a), then the fees payable to the Lenders pursuant
to Section 2.4(b)(i) shall be adjusted in accordance with such Non-Defaulting Lenders’
Ratable Shares of Letters of Credit; and




     (iv) if any Defaulting Lender’s Ratable Share of Letters of Credit is neither cash
collateralized nor reallocated pursuant to Section 2.16(a), then, without prejudice to any
rights or remedies of the Issuing Bank or any Lender hereunder, all letter of credit fees
payable under Section 2.4(b)(i) with respect to such Defaulting Lender’s Ratable Share of
Letters of Credit shall be payable to the Issuing Bank until such Defaulting Lender’s
Ratable Share of Letters of Credit is cash collateralized, backed by a letter of credit
and/or reallocated.



     (b) So long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue,
amend or increase any Letter of Credit unless it is satisfied that the related exposure will be
100% covered by the Revolving Credit Commitments of the Non-Defaulting Lenders, cash collateral or
a letter of credit provided by the Borrower, and participating interests in any such newly issued
or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner
consistent with Section 2.16(a)(i) (and Defaulting Lenders shall not participate therein).



     (c) No Revolving Credit Commitment of any Lender shall be increased or otherwise affected,
and, except as otherwise expressly provided in this Section 2.16, performance by the Borrower of
its obligations shall not be excused or otherwise modified as a result of the operation of this
Section 2.16. The rights and remedies against a Defaulting Lender under this Section 2.16 are in
addition to any other rights and remedies which the Borrower, the Administrative Agent, each
Issuing Bank, the Swing Line Bank or any Lender may have against such Defaulting Lender.



     (d) If the Borrower, the Administrative Agent, the Swing Line Bank and each Issuing Bank agree
in writing in their reasonable determination that a Defaulting Lender should no longer be deemed to
be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of
the effective date specified in such notice and subject to any conditions set forth therein (which
may include arrangements with respect to any cash collateral or letters of credit), that Lender
will, to the extent applicable, purchase that portion of outstanding Advances of the other Lenders
or take such other actions as the Administrative Agent may determine to be necessary to cause the
Advances and funded and unfunded participations in Letters of Credit to be held on a pro rata basis
by the Lenders in accordance with their Ratable Share (without giving effect to Section 2.16(a)),
whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments
will be made retroactively with respect to fees accrued or payments made by or on behalf of the
Borrower while that Lender was a Defaulting Lender; and provided, further, that
except to the extent otherwise expressly agreed by the affected parties, no change hereunder from
Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder
arising from such Lender’s having been a Defaulting Lender.



     (e) Notwithstanding anything to the contrary contained in this Agreement, any payment of
principal, interest, facility fees, Letter of Credit commissions or other amounts received by the
Administrative Agent for the account of any Defaulting Lender under this Agreement (whether
voluntary



29









 







or mandatory, at maturity, pursuant to Article VI or otherwise) shall be applied at such
time or times as may be determined by the Administrative Agent as follows: first, to the payment
of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to
the payment on a pro rata basis of any amounts owing by such Defaulting Lender to each Issuing Bank
hereunder; third, if so determined by the Administrative Agent or requested by each Issuing Bank,
to be held as cash collateral for future funding obligations of such Defaulting Lender in respect
of any participation in any Letter of Credit; fourth, as the Borrower may request (so long as no
Default and no Prepayment Event shall have occurred and be continuing), to the funding of any
Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as
required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by
the Administrative Agent and the Borrower, to be held in the L/C Cash Deposit Account and released
in order to satisfy obligations of such Defaulting Lender to fund Advances under this Agreement;
sixth, to the payment of any amounts owing to the Lenders or each Issuing Bank as a result of any
judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against such
Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement; seventh, so long as no Default and no Prepayment Event shall have occurred and be
continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a
court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result
of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such
Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided
that if (x) such payment is a payment of the principal amount of any Advance in respect of which
such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made
or the related Letters of Credit were issued at a time when the applicable conditions set forth in
Article III were satisfied or waived, such payment shall be applied solely to pay the Advances of
all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any
Advances of such Defaulting Lender and provided further that any amounts held as cash collateral
for funding obligations of a Defaulting Lender shall be returned to such Defaulting Lender upon the
termination of this Agreement and the satisfaction of such Defaulting Lender’s obligations
hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that
are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral
pursuant to this Section 2.16 shall be deemed paid to and redirected by such Defaulting Lender, and
each Lender irrevocably consents hereto.



ARTICLE III




CERTAIN LIBO RATE AND OTHER PROVISIONS



     SECTION 3.1. LIBO Rate Lending Unlawful. If the introduction of or any change in or in the
interpretation of any law makes it unlawful, or any central bank or other governmental authority
having jurisdiction over such Lender asserts that it is unlawful, for such Lender to make, continue
or maintain any Advance bearing interest at a rate based on the LIBO Rate, the obligations of such
Lender to make, continue or maintain any Advances bearing interest at a rate based on the LIBO Rate
shall, upon notice thereof to the Borrower, the Administrative Agent and each other Lender,
forthwith be suspended until the circumstances causing such suspension no longer exist,
provided that such Lender’s obligation to make, continue and maintain Advances hereunder
shall be automatically converted into an obligation to make, continue and maintain Advances bearing
interest at a rate to be negotiated between such Lender and the Borrower that is the equivalent of
the sum of the LIBO Rate for the relevant Interest Period plus the Applicable Margin
applicable to LIBO Rate Advances plus the Mandatory Cost (in the case of a LIBO Rate
Advance denominated in Sterling) or, if such negotiated rate is not agreed upon by the Borrower and
such Lender within fifteen Business Days, a rate equal to the Federal Funds Rate from time
to time in effect plus the Applicable Margin applicable to LIBO Rate Advances
plus the Mandatory Cost (in the case of a LIBO Rate Advance denominated in Sterling).



     SECTION
3.2. Deposits Unavailable. If the Administrative Agent shall have determined that:



30









 






     (a) deposits in the relevant amount, in the relevant currency and for the relevant
Interest Period are not available to the Reference Lenders in their relevant market; or




     (b) by reason of circumstances affecting the Reference Lenders’ relevant market,
adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO
Rate Advances,


then the Administrative Agent shall give notice of such determination (hereinafter called a
“Determination Notice”) to the Borrower and each of the Lenders. The Borrower, the Lenders
and the Administrative Agent shall then negotiate in good faith in order to agree upon a mutually
satisfactory interest rate and interest period (or interest periods) to be substituted for those
which would otherwise have applied under this Agreement. If the Borrower, the Lenders and the
Administrative Agent are unable to agree upon an interest rate (or rates) and interest period (or
interest periods) prior to the date occurring fifteen Business Days after the giving of such
Determination Notice, the interest rate to take effect at the end of the Interest Period current at
the date of the Determination Notice shall be equal to the sum of the Applicable Margin applicable
to LIBO Rate Advances plus the Federal Funds Rate in effect from time to time.




     SECTION 3.3. Increased Costs, etc. If a change in any applicable treaty, law, regulation or
regulatory requirement or in the interpretation thereof or in its application to the Borrower, or
if compliance by any Lender Party with any applicable direction, request, requirement or guideline
(whether or not having the force of law) of any governmental or other authority including, without
limitation, any agency of the European Union or similar monetary or multinational authority insofar
as it may be changed or imposed after the date hereof, shall:




     (a) subject any Lender Party to any taxes, levies, duties, charges, fees, deductions or
withholdings of any nature with respect to its commitment to lend or to issue or participate
in Letters of Credit and other commitments of such type or the issuance or maintenance of
participations in Letters or Credit (or similar contingent obligations) or any part thereof
imposed, levied, collected, withheld or assessed by any jurisdiction or any political
subdivision or taxing authority thereof (other than taxation on overall net income and, to
the extent such taxes are described in Section 3.6, withholding taxes); or




     (b) change the basis of taxation to any Lender Party (other than a change in taxation
on the overall net income of such Lender Party) of payments of principal or interest or any
other payment due or to become due pursuant to this Agreement; or




     (c) impose, modify or deem applicable any reserve or capital adequacy requirements
(other than the reserve costs described in Section 3.7) or other banking or monetary
controls or requirements which affect the manner in which a Lender Party shall allocate its
capital resources to its obligations hereunder or require the making of any special deposits
against or in respect of any assets or liabilities of, deposits with or for the account of,
or loans by, any Lender Party (provided that such Lender Party shall, unless
prohibited by law, allocate its capital resources to its obligations hereunder in a manner
which is consistent with its present treatment of the allocation of its capital resources);
or




     (d) impose on any Lender Party any other condition affecting its commitment to lend or
to issue or participate in Letters of Credit hereunder,


and the result of any of the foregoing is either (i) to increase the cost to such Lender Party of
making Advances or of issuing or participating in Letters of Credit or maintaining its Commitment
or the


31









 






Mandatory Cost (as calculated in accordance with Schedule 1.01) or any part thereof, (ii) to
reduce the amount of any payment received by such Lender Party or its effective return hereunder or
on its capital or (iii) to cause such Lender Party to make any payment or to forego any return
based on any amount received or receivable by such Lender Party hereunder, then and in any such
case if such increase or reduction in the opinion of such Lender Party materially affects the
interests of such Lender Party, (A) the Lender Party concerned shall (through the Administrative
Agent) notify the Borrower of the occurrence of such event and use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to designate a different Lending
Office if the making of such a designation would avoid the effects of such law, regulation or
regulatory requirement or any change therein or in the interpretation thereof and would not, in the
reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party and (B)
the Borrower shall forthwith upon demand pay to the Administrative Agent for the account of such
Lender Party such amount as is necessary to compensate such Lender Party for such additional cost
or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment,
or, if applicable, the portion of such cost that is not represented by the Mandatory Cost. Such
notice shall (i) describe in reasonable detail the event leading to such additional cost, together
with the approximate date of the effectiveness thereof, (ii) set forth the amount of such
additional cost or Mandatory Cost, (iii) describe the manner in which such amount has been
calculated, (iv) certify that the method used to calculate such amount is the Lender Party’s
standard method of calculating such amount, (v) certify that such request is consistent with its
treatment of other borrowers that are subject to similar provisions, and (vi) certify that, to the
best of its knowledge, such change in circumstance is of general application to the commercial
banking industry in such Lender Party’s jurisdiction of organization or in the relevant
jurisdiction in which such Lender Party does business. Failure or delay on the part of any Lender
Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender
Party’s right to demand such compensation; provided that the Borrower shall not be required
to compensate a Lender Party pursuant to this Section for any increased costs, Mandatory Costs or
reductions incurred more than three months prior to the date that such Lender Party notifies the
Borrower of the circumstance giving rise to such increased costs or reductions and of such Lender
Party’s intention to claim compensation therefor; provided further that, if the
circumstance giving rise to such increased costs, Mandatory Costs or reductions is retroactive,
then the three-month period referred to above shall be extended to include the period of
retroactive effect thereof, but not more than six months prior to the date that such Lender Party
notifies the Borrower of the circumstance giving rise to such cost or reductions and of such Lender
Party’s intention to claim compensation therefor.




     SECTION 3.4. Funding Losses. In the event any Lender shall incur any loss or expense by
reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to
make, continue or maintain any portion of the principal amount of any Advance as a LIBO Rate
Advance as a result of:




     (a) any conversion or repayment or prepayment of the principal amount of any LIBO Rate
Advances on a date other than the scheduled last day of the Interest Period applicable
thereto, whether pursuant to Section 3.1 or otherwise; or




     (b) any LIBO Rate Advances not being made in accordance with the Notice of Revolving
Credit Borrowing therefor due to the fault of the Borrower or as a result of any of the
conditions precedent set forth in Article IV not being satisfied,


then, upon the written notice of such Lender to the Borrower (with a copy to the Administrative
Agent), the Borrower shall, within five Business Days of its receipt thereof, pay directly to such
Lender such amount as will reimburse such Lender for such loss or expense. Such written notice
shall include calculations in reasonable detail setting forth the loss or expense to such Lender.



32









 







     SECTION 3.5. Increased Capital Costs. If any change in, or the introduction, adoption,
effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive,
guideline, decision or request (whether or not having the force of law) of any court, central bank,
regulator or other governmental authority increases the amount of capital required to be maintained
by any Lender Party or any Person controlling such Lender Party, and the rate of return on its or
such controlling Person’s capital as a consequence of its Commitments or the Advances made by such
Lender Party is reduced to a level below that which such Lender Party or such controlling Person
would have achieved but for the occurrence of any such change in circumstance, then, in any such
case upon notice from time to time by such Lender Party to the Borrower, the Borrower shall
immediately pay directly to such Lender Party additional amounts sufficient to compensate such
Lender Party or such controlling Person for such reduction in rate of return. Any such notice
shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed,
together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such
lowered return, (iii) describe the manner in which such amount has been calculated, (iv) certify
that the method used to calculate such amount is such Lender Party’s standard method of calculating
such amount, (v) certify that such request for such additional amounts is consistent with its
treatment of other borrowers that are subject to similar provisions and (vi) certify that, to the
best of its knowledge, such change in circumstances is of general application to the commercial
banking industry in the jurisdictions in which such Lender Party does business. In determining
such amount, such Lender Party may use any method of averaging and attribution that it shall,
subject to the foregoing sentence, deem applicable. Each Lender Party agrees to use reasonable
efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a
different Lending Office if the making of such a designation would avoid such reduction in such
rate of return and would not, in the reasonable judgment of such Lender Party, be otherwise
disadvantageous to such Lender Party. Failure or delay on the part of any Lender Party to demand
compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to
demand such compensation; provided that the Borrower shall not be required to compensate a
Lender Party pursuant to this Section for any increased costs or reductions incurred more than
three months prior to the date that such Lender Party notifies the Borrower of the circumstance
giving rise to such reductions and of such Lender Party’s intention to claim compensation therefor;
provided further that, if the circumstance giving rise to such reductions is
retroactive, then the three-month period referred to above shall be extended to include the period
of retroactive effect thereof, but not more than six months prior to the date that such Lender
Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender
Party’s intention to claim compensation therefor.


     SECTION 3.6. Taxes. All payments by the Borrower of principal of, and interest on, the Advances
and all other amounts payable hereunder shall be made free and clear of and without deduction for
any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties,
withholdings or other charges of any nature whatsoever imposed by any taxing authority, but
excluding, with respect to each Lender Party, taxes imposed on or measured by such Lender Party’s
net income or receipts and franchise taxes imposed in lieu of net income taxes or taxes on
receipts, by the jurisdiction under the laws of which such Lender Party is organized or any
political subdivision thereof or the jurisdiction of such Lender Party’s Lending Office or any
political subdivision thereof or any other jurisdiction unless such net income taxes are imposed
solely as a result of the Borrower’s activities in such other jurisdiction (such non-excluded items
being called “Taxes”). In the event that any withholding or deduction from any payment to
be made by the Borrower hereunder is required in respect of any Taxes pursuant to any applicable
law, rule or regulation, then the Borrower will:





     (a) pay directly to the relevant authority the full amount required to be so withheld
or deducted;



33









 






     (b) promptly forward to the Administrative Agent an official receipt or other
documentation satisfactory to the Administrative Agent evidencing such payment to such
authority; and




     (c) pay to the Administrative Agent for the account of the Lender Parties such
additional amount or amounts as is necessary to ensure that the net amount actually received
by each Lender Party will equal the full amount such Lender Party would have received had no
such withholding or deduction been required.


Moreover, if any Taxes are directly asserted against the Administrative Agent or any Lender Party
with respect to any payment received by the Administrative Agent or such Lender Party hereunder,
the Administrative Agent or such Lender Party may pay such Taxes and the Borrower will promptly pay
such additional amounts (including any penalties, interest or expenses) as is necessary in order
that the net amount received by such person after the payment of such Taxes (including any Taxes on
such additional amount) shall equal the amount such person would have received had not such Taxes
been asserted.




     Any Lender Party claiming any additional amounts payable pursuant to this Section agrees to
use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions)
to change the jurisdiction of its Lending Office if the making of such a change would avoid the
need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would
not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender
Party.



     If the Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails
to remit to the Administrative Agent, for the account of the respective Lender Parties, the
required receipts or other required documentary evidence, the Borrower shall indemnify the Lender
Parties for any incremental withholding Taxes, interest or penalties that may become payable by any
Lender Party as a result of any such failure (so long as such amount did not become payable as a
result of the failure of such Lender Party to provide timely notice to the Borrower of the
assertion of a liability related to the payment of Taxes). For purposes of this Section
3.6, a distribution hereunder by the Administrative Agent or any Lender Party to or for the
account of any Lender Party shall be deemed a payment by the Borrower.



     If any Lender Party is entitled to any refund, credit, deduction or other reduction in tax by
reason of any payment made by the Borrower in respect of any tax under this Section 3.6 or
by reason of any payment made by the Borrower pursuant to Section 3.3, such Lender Party
shall use reasonable efforts to obtain such refund, credit, deduction or other reduction and,
promptly after receipt thereof, will pay to the Borrower such amount (plus any interest received by
such Lender Party in connection with such refund, credit, deduction or reduction) as is equal to
the net after-tax value to such Lender Party of such part of such refund, credit, deduction or
reduction as such Lender Party reasonably determines is allocable to such tax or such payment (less
out-of-pocket expenses incurred by such Lender Party), provided that no Lender Party shall
be obligated to disclose to the Borrower any information regarding its tax affairs or tax
computations.



     Each Lender Party (and each Participant) agrees with the Borrower and the Administrative Agent
that it will (i) in the case of a Lender Party or a Participant that is organized under the laws of
a jurisdiction other than the United States (a) provide to the Administrative Agent and the
Borrower an appropriately executed copy of Internal Revenue Service Form W-8ECI certifying that any
payments made to or for the benefit of such Lender Party or such Participant are effectively
connected with a trade or business in the United States (or, alternatively, Internal Revenue
Service Form W-8BEN, but only if the applicable treaty described in such form provides for a complete exemption from U.S.
federal income tax withholding), or any successor form, on or prior to the date hereof (or, in the
case of any assignee Lender Party or Participant, on or prior to the date of the relevant
assignment or participation), (b) notify



34









 







the Administrative Agent and the Borrower if the certifications made on any form provided pursuant to this paragraph are no longer accurate and true
in all material respects and (c) provide such other tax forms or other documents as shall be
prescribed by applicable law, if any, or as otherwise reasonably requested, to demonstrate, to the
extent applicable, that payments to such Lender Party (or Participant) hereunder are exempt from
withholding under FATCA, and (ii) in all cases, provide such forms, certificates or other
documents, as and when reasonably requested by the Borrower, necessary to claim any applicable
exemption from, or reduction of, Taxes or any payments made to or for benefit of such Lender Party
or such Participant, provided that the Lender Party or Participant is legally able to deliver such
forms, certificates or other documents. For any period with respect to which a Lender Party (or
Participant) has failed to provide the Borrower with the foregoing forms (other than if such
failure is due to a change in law occurring after the date on which a form originally was required
to be provided (which, in the case of an Assignee Lender, would be the date on which the original
assignor was required to provide such form) or if such form otherwise is not required hereunder)
such Lender Party (or Participant) shall not be entitled to the benefits of this Section 3.6 with
respect to Taxes imposed by reason of such failure.



     SECTION 3.7. Reserve Costs. Without in any way limiting the Borrower’s obligations under
Section 3.3, the Borrower shall pay to each Lender on the last day of each Interest Period
of each LIBO Rate Advance, so long as the relevant Lending Office of such Lender is required to
maintain reserves against “Eurocurrency liabilities” under Regulation D of the F.R.S. Board, upon
notice from such Lender, an additional amount equal to the product of the following for each LIBO
Rate Advance for each day during such Interest Period:




     (i) the principal amount of such LIBO Rate Advance outstanding on such day; and




     (ii) the remainder of (x) a fraction the numerator of which is the rate
(expressed as a decimal) at which interest accrues on such LIBO Rate Advance for
such Interest Period as provided in this Agreement (less the Applicable Margin
applicable to LIBO Rate Advances and the Applicable Percentage) and the denominator
of which is one minus any increase after the Effective Date in the effective
rate (expressed as a decimal) at which such reserve requirements are imposed on such
Lender minus (y) such numerator; and




     (iii) 1/360.


Such notice shall (i) describe in reasonable detail the reserve requirement that has been imposed,
together with the approximate date of the effectiveness thereof, (ii) set forth the applicable
reserve percentage, (iii) certify that such request is consistent with such Lender’s treatment of
other borrowers that are subject to similar provisions and (iv) certify that, to the best of its
knowledge, such requirements are of general application in the commercial banking industry in the
United States.



Each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to avoid the requirement of maintaining such reserves (including by
designating a different Lending Office) if such efforts would not, in the reasonable judgment of
such Lender, be otherwise disadvantageous to such Lender.




     SECTION 3.8. Replacement Lenders, etc. If the Borrower shall be required to make any payment
to any Lender pursuant to Section 3.3, 3.4, 3.5, 3.6 or
3.7, the Borrower shall be entitled at any
time (so long as no Default and no Prepayment Event shall have occurred and be continuing)
within 180 days after receipt of notice from such Lender Party of such required payment to (a)
terminate such Lender Party’s Revolving Credit Commitment (whereupon the Ratable Shares of each
other Lender Party shall



35









 







automatically be adjusted to an amount equal to each such Lender Party’s
ratable share of the remaining Revolving Credit Commitments), and such Lender Party’s right to
receive any facility fee accruing after such termination, (b) prepay the affected portion of such
Lender Party’s Advances in full, together with accrued interest thereon through the date of such
prepayment (provided that the Borrower shall not prepay any such Lender Party pursuant to
this clause (b) without replacing such Lender Party pursuant to the following clause (c) until a
30-day period shall have elapsed during which the Borrower and the Agents shall have attempted in
good faith to replace such Lender Party), and/or (c) replace such Lender Party with another
financial institution reasonably acceptable to the Agents, provided that (i) each such
assignment shall be either an assignment of all of the rights and obligations of the assigning
Lender Party under this Agreement or an assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such assignments that together cover all of the
rights and obligations of the assigning Lender Party under this Agreement and (ii) no Lender Party
shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to
this Section unless and until such Lender Party shall have received one or more payments from
either the Borrower or one or more Assignee Lender Parties in an aggregate amount at least equal to
the aggregate outstanding principal amount of the Advances owing to such Lender Party, together
with accrued interest thereon to the date of payment of such principal amount and all other amounts
payable to such Lender Party under this Agreement. Each Lender Party represents and warrants to
the Borrower that, as of the date of this Agreement (or, with respect to any Lender Party not a
party hereto on the date hereof, on the date that such Lender Party becomes a party hereto), there
is no existing treaty, law, regulation, regulatory requirement, interpretation, directive,
guideline, decision or request pursuant to which such Lender Party would be entitled to request any
payments under any of Sections 3.3, 3.4, 3.5, 3.6 and 3.7
to or for account of such Lender Party.



     SECTION 3.9. Setoff. Upon the occurrence and during continuance of an Event of Default or
Prepayment Event, each Lender Party shall have, to the extent permitted by applicable law, the
right to appropriate and apply to the payment of the Obligations owing to it any and all balances,
credits, deposits, accounts or moneys of the Borrower then or thereafter maintained with such
Lender Party; provided that any such appropriation and application shall be subject to the
provisions of Section 2.12. Each Lender Party agrees promptly to notify the Borrower and
the Administrative Agent after any such setoff and application made by such Lender Party;
provided that the failure to give such notice shall not affect the validity of such setoff
and application. The rights of each Lender Party under this Section are in addition to other
rights and remedies (including other rights of setoff under applicable law or otherwise) which such
Lender Party may have.



     SECTION 3.10. Use of Proceeds. The Borrower shall apply the proceeds of each Borrowing in
accordance with the third recital; without limiting the foregoing, no proceeds of any Advance will
be used to acquire any equity security of a class which is registered pursuant to Section 12 of the
Securities Exchange Act of 1934 or any “margin stock”, as defined in F.R.S. Board Regulation U.



ARTICLE IV




CONDITIONS TO BORROWING



     SECTION 4.1. Effectiveness. The obligations of the Lender Parties to fund any Borrowing or
to issue any Letter of Credit shall be effective on and as of the first date (the “Closing
Date”) on which each of the conditions precedent set forth in this Section 4.1 shall
have been satisfied.



     (a) Resolutions, etc. The Administrative Agent shall have received from the Borrower:



36









 






     (i) a certificate, dated the Closing Date, of its Secretary or Assistant Secretary as
to the incumbency and signatures of those of its officers authorized to act with respect to
this Agreement and each other Loan Document and as to the truth and completeness of the
attached:




     (x) resolutions of its Board of Directors then in full force and effect
authorizing the execution, delivery and performance of this Agreement and each other
Loan Document, and




     (y) Organic Documents of the Borrower,




and upon which certificate each Lender Party may conclusively rely until it shall have
received a further certificate of the Secretary of the Borrower canceling or amending such
prior certificate; and




     (ii) a Certificate of Good Standing issued by the relevant Liberian authorities in
respect of the Borrower.



     (b) Delivery of Notes. The Administrative Agent shall have received, for the account
of the respective Lenders, the Notes requested by Lenders pursuant to Section 2.13 at least five
Business Days prior to the Closing Date, duly executed and delivered by the Borrower.



     (c) Opinions of Counsel. The Administrative Agent shall have received opinions, dated
the Closing Date and addressed to the Agents and each Lender Party, from:




     (i) Bradley H. Stein, Esq., counsel to the Borrower, substantially in the form of
Exhibit D-1 hereto; and




     (ii) Watson, Farley & Williams (New York) LLP, counsel to the Borrower, as to
Liberian Law and New York Law, substantially in the form of Exhibit D-2 hereto.



     (d) Closing Fees, Expenses, etc. The Administrative Agent shall have received for its
own account, or for the account of each Lender Party, as the case may be, all fees that the
Borrower shall have agreed in writing to pay to the Administrative Agent (whether for its own
account or for account of any of the Lender Parties) and all invoiced expenses of the
Administrative Agent (including the agreed fees and expenses of counsel to the Administrative
Agent) on or prior to the Closing Date.



     SECTION
4.2. All Borrowings and Issuances. The obligation of each Lender to fund any Advance
on the occasion of any Borrowing (including the initial Borrowing) (other than (x) a Swing Line
Advance made by a Lender pursuant to Section 2.2(b) or (y) an Advance made by any Issuing Bank or
any Lender pursuant to Section 2.3(c)) and the obligation of any Issuing Bank to issue a Letter of
Credit shall be subject to the satisfaction of each of the conditions precedent set forth in this
Section 4.2.



     (a) Compliance with Warranties, No Default, etc. Both before and after giving effect
to any Borrowing or Issuance the following statements shall be true and correct:




     (i) the representations and warranties set forth in Article V (excluding,
however, those contained in Sections 5.9, 5.10 and 5.12)
shall be 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, with the same effect as if then made; and




     (ii) no Default and no Prepayment Event and no event which (with notice or lapse of
time or both) would become a Prepayment Event shall have then occurred and be continuing.



37









 





     (b) Request. The Administrative Agent shall have received a Notice of Revolving
Credit Borrowing, Notice of Swing Line Borrowing or a Notice of Issuance, as applicable. Each of
the delivery of a Revolving Credit Borrowing, Notice of Swing Line Borrowing or a Notice of
Issuance, as applicable, and the acceptance by the Borrower of the proceeds of such Borrowing or
Issuance shall constitute a representation and warranty by the Borrower that on the date of such
Borrowing or Issuance (both immediately before and after giving effect to such Borrowing or
Issuance and the application of the proceeds thereof) the statements made in Section 4.2(a)
are true and correct.



     SECTION 4.3. Determinations Under Section 4.1. For purposes of determining compliance with
the conditions specified in Section 4.1, each Lender Party shall be deemed to have consented to,
approved or accepted or to be satisfied with each document or other matter required thereunder to
be consented to or approved by or acceptable or satisfactory to the Lender Parties unless an
officer of the Administrative Agent responsible for the transactions contemplated by this Agreement
shall have received notice from such Lender Party prior to the date that the Borrower, by notice to
the Lender Parties, designates as the proposed Closing Date, specifying its objection thereto. The
Administrative Agent shall promptly notify the Lender Parties of the occurrence of the Closing
Date.



ARTICLE V




REPRESENTATIONS AND WARRANTIES



     To induce the Lender Parties and the Administrative Agent to enter into this Agreement, to
make Advances and to issue Letters of Credit hereunder, the Borrower represents and warrants to the
Administrative Agent and each Lender Party as set forth in this Article V as of the Closing
Date and, except with respect to the representations and warranties in Sections
5.9, 5.10 and 5.12, as of the date of each Borrowing and Issuance after the
Closing Date.



     SECTION 5.1. Organization, etc. The Borrower and each of the Principal Subsidiaries is a
corporation validly organized and existing and in good standing under the laws of its jurisdiction
of incorporation; the Borrower is duly qualified to do business and is in good standing as a
foreign corporation in each jurisdiction where the nature of its business requires such
qualification, except where the failure to be so qualified would not have a Material Adverse
Effect; and the Borrower has full power and authority, has taken all corporate action and holds all
governmental and creditors’ licenses, permits, consents and other approvals necessary to enter into
each Loan Document and to perform the Obligations.



     SECTION 5.2. Due Authorization, Non-Contravention, etc. The execution, delivery and
performance by the Borrower of this Agreement and each other Loan Document, are within the
Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do
not:




     (a) contravene the Borrower’s Organic Documents;




     (b) contravene any law or governmental regulation of any Applicable Jurisdiction except
as would not reasonably be expected to result in a Material Adverse Effect;




     (c) contravene any court decree or order binding on the Borrower or any of its property
except as would not reasonably be expected to result in a Material Adverse Effect;




     (d) contravene any contractual restriction binding on the Borrower or any of its
property except as would not reasonably be expected to result in a Material Adverse Effect;
or



38









 






     (e) result in, or require the creation or imposition of, any Lien on any of the
Borrower’s properties except as would not reasonably be expected to result in a Material
Adverse Effect.



     SECTION 5.3. Government Approval, Regulation, etc. No authorization or approval or other
action by, and no notice to or filing with, any governmental authority or regulatory body or other
Person is required for the due execution, delivery or performance by the Borrower of this Agreement
or any other Loan Document (except for authorizations or approvals not required to be obtained on
or prior to the Closing Date that have been obtained or actions not required to be taken on or
prior to the Closing Date that have been taken). Each of the Borrower and each Principal
Subsidiary holds all governmental licenses, permits and other approvals required to conduct its
business as conducted by it on the Closing Date, except to the extent the failure to hold any such
licenses, permits or other approvals would not have a Material Adverse Effect.



     SECTION 5.4. Compliance with Environmental Laws. The Borrower and each Principal Subsidiary
is in compliance with all applicable Environmental Laws, except to the extent that the failure to
so comply would not have a Material Adverse Effect.



     SECTION 5.5. Validity, etc. This Agreement constitutes, and the Notes will, on the due
execution and delivery thereof, constitute, the legal, valid and binding obligations of the
Borrower enforceable in accordance with their respective terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally or by general equitable principles.



     SECTION 5.6. Financial Information. The consolidated balance sheet of the Borrower and its
Subsidiaries as at December 31, 2009, and the related consolidated statements of operations and
cash flows of the Borrower and its Subsidiaries, copies of which have been furnished to the
Administrative Agent and each Lender Party, have been prepared in accordance with GAAP, and present
fairly in all material respects the consolidated financial condition of the Borrower and its
Subsidiaries as at December 31, 2009 and the results of their operations for the Fiscal Year then
ended. Since December 31, 2009 there has been no material adverse change in the business,
operations or financial condition of the Borrower and its Subsidiaries taken as a whole.



     SECTION 5.7. No Default, Event of Default or Prepayment Event. No Default, Event of Default
or Prepayment Event has occurred and is continuing.



     SECTION 5.8. Litigation. There is no action, suit, litigation, investigation or proceeding
pending or, to the knowledge of the Borrower, threatened against the Borrower or any Principal
Subsidiary, that (i) except as set forth in filings made by the Borrower with the Securities and
Exchange Commission in the Borrower’s reasonable opinion might reasonably be expected to materially
adversely affect the business, operations or financial condition of the Borrower and its
Subsidiaries (taken as a whole) (collectively, “Material Litigation”) or (ii) purports to
affect the legality, validity or enforceability of the Loan Documents or the consummation of the
transactions contemplated hereby.



     SECTION 5.9. Vessels. Each Vessel is




     (a) legally and beneficially owned by the Borrower or a Principal Subsidiary,




     (b) registered in the name of the Borrower or such Principal Subsidiary under the flag
identified in Item 5.9(b) of the Disclosure Schedule, except to the extent that a
Vessel was acquired after the Effective Date,



39









 






     (c) classed as required by Section 6.1.4(b),




     (d) free of all recorded Liens, other than Liens permitted by Section 6.2.3,




     (e) insured against loss or damage in compliance with Section 6.1.5, and




     (f) chartered exclusively to or operated exclusively by the Borrower or one of the
Borrower’s wholly-owned Subsidiaries, except as otherwise permitted pursuant to Section
6.1.4.



     SECTION 5.10. Subsidiaries. The Borrower has no Subsidiaries on the Effective Date, except
those Subsidiaries which are identified in Item 5.10 of the Disclosure Schedule. All
Existing Principal Subsidiaries are designated with an asterisk in Item 5.10 of the
Disclosure Schedule. All Existing Principal Subsidiaries are direct or indirect wholly-owned
Subsidiaries of the Borrower, except to the extent any such Existing Principal Subsidiary or an
interest therein has been sold in accordance with clause (b) of Section 6.2.7 or
such Existing Principal Subsidiary no longer owns a Vessel.



     SECTION 5.11. Obligations rank pari passu. The Obligations rank at least pari
passu in right of payment and in all other respects with all other unsecured unsubordinated
Indebtedness of the Borrower.



     SECTION 5.12. Withholding, etc. As of the Closing Date, no payment to be made by the
Borrower under any Loan Document is subject to any withholding or like tax imposed by any
Applicable Jurisdiction.



     SECTION 5.13. No Filing, etc. Required. No filing, recording or registration and no payment
of any stamp, registration or similar tax is necessary under the laws of any Applicable
Jurisdiction to ensure the legality, validity, enforceability, priority or admissibility in
evidence of this Agreement or the other Loan Documents (except for filings, recordings,
registrations or payments not required to be made on or prior to the Closing Date that have been
made).



     SECTION 5.14. No Immunity. The Borrower is subject to civil and commercial law with respect
to the Obligations. Neither the Borrower nor any of its properties or revenues is entitled to any
right of immunity in any Applicable Jurisdiction from suit, court jurisdiction, judgment,
attachment (whether before or after judgment), set-off or execution of a judgment or from any other
legal process or remedy relating to the Obligations (to the extent such suit, court jurisdiction,
judgment, attachment, set-off, execution, legal process or remedy would otherwise be permitted or
exist).



     SECTION 5.15. Pension Plans. To the extent that, at any time after the Effective Date, there
are any Pension Plans, no Pension Plan shall have been terminated, and no contribution failure will
have occurred with respect to any Pension Plan, in each case which could (a) give rise to a Lien
under section 302(f) of ERISA and (b) result in the incurrence by the Borrower or any member of the
Controlled Group of any material liability, fine or penalty.



     SECTION 5.16. Investment Company Act. The Borrower is not an “investment company”, or a
company “controlled” by an “investment company”, within the meaning of the Investment Company Act
of 1940, as amended.



     SECTION 5.17. Regulation U. The Borrower is not engaged in the business of extending credit
for the purpose of purchasing or carrying margin stock, and no proceeds of any Advances will be
used for a purpose which violates, or would be inconsistent with, F.R.S. Board Regulation U. Terms
for which meanings are provided in F.R.S. Board Regulation U or any regulations substituted
therefor, as from time to time in effect, are used in this Section with such meanings.




40












 





     SECTION 5.18. Accuracy of Information. The financial and other information
(other than financial projections or other forward looking information) furnished to the
Administrative Agent and the Lender Parties in writing by or on behalf of the Borrower by its chief
financial officer, treasurer or corporate controller in connection with the negotiation of this
Agreement is, when taken as a whole, to the best knowledge and belief of the Borrower, true and
correct and contains no misstatement of a fact of a material nature. All financial projections, if
any, that have been furnished to the Administrative Agent and the Lender Parties in writing by or
on behalf of the Borrower by its chief financial officer, treasurer or corporate controller in
connection with this Agreement have been or will be prepared in good faith based upon assumptions
believed by the Borrower to be reasonable at the time made (it being understood that such
projections are subject to significant uncertainties and contingencies, many of which are beyond
the Borrower’s control, and that no assurance can be given that the projections will be realized).
All financial and other information furnished to the Administrative Agent and the Lender Parties in
writing by or on behalf of the Borrower by its chief financial officer, treasurer or corporate
controller after the date of this Agreement shall have been prepared by the Borrower in good faith.



ARTICLE VI




COVENANTS



     SECTION 6.1. Affirmative Covenants. The Borrower agrees with the Administrative Agent
and each Lender Party that, until all Commitments have terminated and all Obligations have been
paid in full, the Borrower will perform the obligations set forth in this Section 6.1.



          SECTION 6.1.1. Financial Information, Reports, Notices, etc. The Borrower will
furnish, or will cause to be furnished, to the Administrative Agent (with sufficient copies for
distribution to each Lender Party) the following financial statements, reports, notices and
information:





     (a) as soon as available and in any event within 60 days after the end of each of the
first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Borrower’s
report on Form 10-Q (or any successor form) as filed by the Borrower with the Securities and
Exchange Commission for such Fiscal Quarter, containing unaudited consolidated financial
statements of the Borrower for such Fiscal Quarter (including a balance sheet and profit and
loss statement) prepared in accordance with GAAP, subject to normal year-end audit
adjustments;




     (b) as soon as available and in any event within 120 days after the end of each Fiscal
Year of the Borrower, a copy of the Borrower’s annual report on Form 10-K (or any successor
form) as filed by the Borrower with the Securities and Exchange Commission for such Fiscal
Year, containing audited consolidated financial statements of the Borrower for such Fiscal
Year prepared in accordance with GAAP (including a balance sheet and profit and loss
statement) and audited by PricewaterhouseCoopers LLC or another firm of independent public
accountants of similar standing;




     (c) together with each of the statements delivered pursuant to the foregoing clause (a)
or (b), a certificate, executed by the chief financial officer, the treasurer or the
corporate controller of the Borrower, showing, as of the last day of the relevant Fiscal
Quarter or Fiscal Year compliance with the covenants set forth in Section 6.2.4 (in reasonable
detail and with appropriate calculations and computations in all respects reasonably
satisfactory to the Administrative Agent);




     (d) as soon as possible after the occurrence of a Default or Prepayment Event, a
statement of the chief financial officer of the Borrower setting forth details of such
Default or



41









 







Prepayment Event (as the case may be) and the action which the Borrower has taken
and proposes to take with respect thereto;




     (e) as soon as the Borrower becomes aware thereof, notice of any Material Litigation
except to the extent that such Material Litigation is disclosed by the Borrower in filings
with the SEC;




     (f) as soon as the Borrower becomes aware thereof, notice of any event which, in its
reasonable opinion, would be expected to materially adversely affect the business,
operations or financial condition of the Borrower and its Subsidiaries taken as a whole;




     (g) promptly after the sending or filing thereof, copies of all reports which the
Borrower sends to all holders of each security issued by the Borrower, and all registration
statements which the Borrower or any of its Subsidiaries files with the Securities and
Exchange Commission or any national securities exchange; and




     (h) such other information respecting the condition or operations, financial or
otherwise, of the Borrower or any of its Subsidiaries as any Lender Party through the
Administrative Agent may from time to time reasonably request;




provided that information required to furnished to the Administrative Agent under
subsections (a), (b) and (g) of this Section 6.1.1 shall be deemed furnished to the
Administrative Agent when available free of charge on the Borrower’s website at
http://www.rclinvestor.com or the website of the U.S. Securities and Exchange
Commission at http://www.sec.gov.



          SECTION 6.1.2. Approvals and Other Consents. The Borrower will obtain (or cause to be
obtained) all such governmental licenses, authorizations, consents, permits and approvals as may be
required for (a) the Borrower to perform its obligations under this Agreement and the other Loan
Documents and (b) except to the extent that failure to obtain (or cause to be obtained) such
governmental licenses, authorizations, consents, permits and approvals would not be expected to
have a Material Adverse Effect, the operation of each Vessel in compliance with all applicable
laws.




          SECTION 6.1.3. Compliance with Laws, etc. The Borrower will, and will cause each of
its Subsidiaries to, comply in all material respects with all applicable laws, rules, regulations
and orders, except (other than as described in clause (a) below) to the extent that the failure to
so comply would not have a Material Adverse Effect, which compliance shall in any case include (but
not be limited to):





     (a) in the case of each of the Borrower and the Principal Subsidiaries, the maintenance
and preservation of its corporate existence (subject to the provisions of Section
6.2.6);




     (b) in the case of the Borrower, maintenance of its qualification as a foreign
corporation in the State of Florida;




     (c) the payment, before the same become delinquent, of all taxes, assessments and
governmental charges imposed upon it or upon its property, except to the extent being
diligently contested in good faith by appropriate proceedings; and




     (d) compliance with all applicable Environmental Laws.



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          SECTION 6.1.4. Vessels. The Borrower will (or will cause the applicable Principal
Subsidiary to):





     (a) cause each Vessel to be chartered exclusively to or operated exclusively by the
Borrower or one of the Borrower’s wholly-owned Subsidiaries, provided that the
Borrower or such Subsidiary may charter out (i) any Vessels representing not more than 25%
of the berths of all Vessels to entities other than the Borrower and the Borrower’s
wholly-owned Subsidiaries and (ii) any Vessel for a time charter not to exceed one year in
duration; and




     (b) cause each Vessel to be kept in such condition as will entitle her to
classification by a classification society of recognized standing.



          SECTION 6.1.5. Insurance. The Borrower will, or will cause one or more of its
Subsidiaries to, maintain or cause to be maintained with responsible insurance companies insurance
with respect to all of the material properties and operations of the Borrower and each Principal
Subsidiary against such casualties, third-party liabilities and contingencies and in such amounts
as is customary for other businesses of similar size in the passenger cruise line industry
(provided that in no event will the Borrower or any Subsidiary be required to obtain any
business interruption, loss of hire or delay in delivery insurance) and will, upon request of the
Administrative Agent, furnish to the Administrative Agent (with sufficient copies for distribution
to each Lender Party) at reasonable intervals a certificate of a senior officer of the Borrower
setting forth the nature and extent of all insurance maintained by the Borrower and the
Subsidiaries and certifying as to compliance with this Section.




          SECTION 6.1.6. Books and Records. The Borrower will, and will cause each of its
Principal Subsidiaries to, keep books and records that accurately reflect all of its business
affairs and transactions and permit the Administrative Agent and each Lender Party or any of their
respective representatives, at reasonable times and intervals, to visit each of its offices, to
discuss its financial matters with its officers and to examine any of its books or other corporate
records.




     SECTION 6.2. Negative Covenants. The Borrower agrees with the Administrative Agent
and each Lender Party that, until all Commitments have terminated and all Obligations have been
paid and performed in full, the Borrower will perform the obligations set forth in this Section
6.2.



          SECTION 6.2.1. Business Activities. The Borrower will not, and will not permit any of its Subsidiaries to, engage in any
principal business activity other than those engaged in by the Borrower and its Subsidiaries on the
date hereof and other business activities reasonably related thereto.




          SECTION 6.2.2. Indebtedness. The Borrower will not permit any of the Existing
Principal Subsidiaries to create, incur, assume or suffer to exist or otherwise become or be liable
in respect of any Indebtedness, other than, without duplication, the following:





     (a) Indebtedness secured by Liens of the type described in Section 6.2.3;




     (b) Indebtedness owing to the Borrower or a wholly owned direct or indirect Subsidiary
of the Borrower;




     (c) Indebtedness incurred to finance, refinance or refund the cost (including the cost
of construction) of assets acquired after the Effective Date; and




     (d) Indebtedness in an aggregate principal amount, together with (but without
duplication of) Indebtedness permitted under Section 6.2.2(a) and permitted to be
secured under



43









 







Section 6.2.3(c), at any one time outstanding not exceeding the
greater of (determined at the time of creation of such Lien or the incurrence by any
Existing Principal Subsidiary of such indebtedness, as applicable) (x) 3.5% of the total
assets of the Borrower and its Subsidiaries taken as a whole as determined in accordance
with GAAP as at the last day of the most recent ended Fiscal Quarter and (y) $450,000,000.



          SECTION 6.2.3. Liens. The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property,
revenues or assets, whether now owned or hereafter acquired, except:





     (a) Liens on the vessel BRILLIANCE OF THE SEAS existing as of the Effective Date and
securing the Existing Debt (and any Lien on BRILLIANCE OF THE SEAS securing any refinancing
of the Existing Debt, so long as such Vessel was subject to a Lien securing the Indebtedness
being refinanced immediately prior to such refinancing);




     (b) Liens on assets (including, without limitation, shares of capital stock of
corporations and assets owned by any corporation that becomes a Subsidiary of the Borrower
after the Effective Date) acquired after the Effective Date (whether by purchase,
construction or otherwise) by the Borrower or any of its Subsidiaries (other than (x) an
Existing Principal Subsidiary or (y) any other Principal Subsidiary which, at any time,
after three months after the acquisition of a Vessel, owns a Vessel free of any mortgage
Lien), which Liens were created solely for the purpose of securing Indebtedness
representing, or incurred to finance, refinance or refund, the cost (including the cost of
construction) of such assets, so long as (i) the acquisition of such assets is not otherwise
prohibited by the terms of this Agreement and (ii) each such Lien is created within three
months after the acquisition of the relevant assets;




     (c) in addition to other Liens permitted under this Section 6.2.3, Liens
securing Indebtedness in an aggregate principal amount, together with (but without
duplication of) Indebtedness permitted under Section 6.2.2(d), at any one time
outstanding not exceeding the
greater of (determined at the time of creation of such Lien or the incurrence by any
Existing Principal Subsidiary of such indebtedness, as applicable) (x) 3.5% of the total
assets of the Borrower and its Subsidiaries taken as a whole as determined in accordance
with GAAP as at the last day of the most recent ended Fiscal Quarter or (y) $450,000,000,
provided that, with respect to each such item of Indebtedness, the fair market value of the
assets subject to Liens securing such Indebtedness (determined at the time of the creation
of such Lien) shall not exceed two times the aggregate principal amount of such Indebtedness
(and for purposes of this clause (c), the fair market value of any assets shall be
determined by (i) in the case of any Vessel, by an Approved Appraiser selected by the
Borrower and (ii) in the case of any other assets, by an officer of the Borrower or by the
board of directors of the Borrower);




     (d) Liens on assets acquired after the Effective Date by the Borrower or any of its
Subsidiaries (other than by (x) any Subsidiary that is an Existing Principal Subsidiary or
(y) any other Principal Subsidiary which, at any time, owns a Vessel free of any mortgage
Lien) so long as (i) the acquisition of such assets is not otherwise prohibited by the terms
of this Agreement and (ii) each of such Liens existed on such assets before the time of its
acquisition and was not created by the Borrower or any of its Subsidiaries in anticipation
thereof;




     (e) Liens on any asset of any corporation that becomes a Subsidiary of the Borrower
(other than a corporation that also becomes a Subsidiary of an Existing Principal
Subsidiary) after the Effective Date so long as (i) the acquisition or creation of such
corporation by the Borrower is not otherwise prohibited by the terms of this Agreement and
(ii) such Liens are in existence at the



44









 







time such corporation becomes a Subsidiary of the
Borrower and were not created by the Borrower or any of its Subsidiaries in anticipation
thereof;




     (f) Liens securing Government-related Obligations;




     (g) Liens for taxes, assessments or other governmental charges or levies not at the
time delinquent or thereafter payable without penalty or being diligently contested in good
faith by appropriate proceedings;




     (h) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in
the ordinary course of business for sums not overdue or being diligently contested in good
faith by appropriate proceedings;




     (i) Liens incurred in the ordinary course of business in connection with workers’
compensation, unemployment insurance or other forms of governmental insurance or benefits;




     (j) Liens for current crew’s wages and salvage;




     (k) Liens arising by operation of law as the result of the furnishing of necessaries
for any Vessel so long as the same are discharged in the ordinary course of business or are
being diligently contested in good faith by appropriate proceedings; and




     (l) Liens on Vessels that:




     (i) secure obligations covered (or reasonably expected to be covered) by
insurance;




     (ii) were incurred in the course of or incidental to trading such Vessel in
connection with repairs or other work to such Vessel; or




     (iii) were incurred in connection with work to such Vessel that is required to
be performed pursuant to applicable law, rule, regulation or order;




     (m) normal and customary rights of setoff upon deposits of cash or other Liens
originating solely by virtue of any statutory or common law provision relating to bankers’
liens, rights of setoff or similar rights in favor of banks or other depository
institutions;




     (n) Liens in respect of rights of setoff, recoupment and holdback in favor of credit
card processors securing obligations in connection with credit card processing services
incurred in the ordinary course of business; and




     (o) Liens on cash collateral required to be provided by the Borrower pursuant to
Section 2.16(a);




provided that, in each case described in this clause (l), such Liens are
either (x) discharged in the ordinary course of business or (y) being diligently contested
in good faith by appropriate proceedings.



          SECTION 6.2.4. Financial Condition. The Borrower will not permit:





     (a) Net Debt to Capitalization Ratio, as at the end of any Fiscal Quarter, to be
greater than 0.625 to 1.



45









 






     (b) Fixed Charge Coverage Ratio to be less than 1.25 to 1 as at the last day of any
Fiscal Quarter.




     (c) Stockholders’ Equity to be less than, as at the last day of any Fiscal Quarter, the
sum of (i) $4,150,000,000 plus (ii) 50% of the consolidated net income of the
Borrower and its Subsidiaries for the period commencing on January 1, 2007 and ending on the
last day of the Fiscal Quarter most recently ended (treated for these purposes as a single
accounting period, but in any event excluding any Fiscal Quarters for which the Borrower and
its Subsidiaries have a consolidated net loss).



          SECTION 6.2.5. Investments. The Borrower will not permit any of the Principal
Subsidiaries to make, incur, assume or suffer to exist any Investment in any other Person other
than





     (a) the Borrower or any direct or indirect wholly owned Subsidiary of the Borrower; and




     (b) other Investments by the Principal Subsidiaries in an aggregate amount not to
exceed $50,000,000 at any time outstanding.



          SECTION 6.2.6. Consolidation, Merger, etc. The Borrower will not, and will not permit
any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any
other corporation, or purchase or otherwise acquire all or substantially all of the assets of any
Person except:





     (a) any such Subsidiary may (i) liquidate or dissolve voluntarily into, and may merge
with and into, the Borrower or any other Subsidiary, and the assets or stock of any
Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary or
(ii) merge with and into another Person in connection with a sale or other disposition
permitted by Section 6.2.7; and




     (b) so long as no Event of Default has occurred and is continuing or would occur after
giving effect thereto, the Borrower or any of its Subsidiaries may merge into any other
Person, or any other Person may merge into the Borrower or any such Subsidiary, or the
Borrower or any of its Subsidiaries may purchase or otherwise acquire all or substantially
all of the assets of any Person, in each case so long as:




     (i) after giving effect thereto, the Stockholders’ Equity of the Borrower and
its Subsidiaries is at least equal to 90% of such Stockholders’ Equity immediately
prior thereto; and




     (ii) in the case of a merger involving the Borrower where the Borrower is not
the surviving corporation, the surviving corporation shall have assumed in a
writing, delivered to the Administrative Agent, all of the Borrower’s obligations
hereunder and under the other Loan Documents.



          SECTION 6.2.7. Asset Dispositions, etc. The Borrower will not, and will not permit
any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options,
warrants or other rights with respect to, any material asset (including accounts receivable and
capital stock of Principal Subsidiaries) to any Person, except:





     (a) sales of assets (including, without limitation, Vessels) so long as at the time of
any such sale:



46









 






     (i) the aggregate net book value of all such assets sold during each fiscal
year does not exceed an amount equal to the greater of (x) 7.5% of Stockholders’
Equity as at the end of the last Fiscal Quarter, and (y) $400,000,000; and




     (ii) to the extent any asset has a fair market value in excess of $25,000,000
the Borrower or Subsidiary selling such asset receives consideration therefor at
least equal to the fair market value thereof (as determined in good faith by (x) in
the case of any Vessel, the board of directors of the Borrower and (y) in the case
of any other asset, an officer of the Borrower or its board of directors);




     (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a
sale of all of the assets of such Subsidiary would be permitted under the foregoing clause
(a);




     (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary;




     (d) the sale of the vessels “Celebrity Mercury” and “Bleu de France”;




     (e) sales of other assets in the ordinary course of business; and




     (f) sales of assets between or among the Borrower and Subsidiaries of the Borrower.



          SECTION 6.2.8. Transactions with Affiliates. The Borrower will not, and will not
permit any of the Principal Subsidiaries to, enter into, or cause, suffer or permit to exist any
arrangement or contract with any of its Affiliates (other than arrangements or contracts among the
Borrower and its Subsidiaries) unless such arrangement or contract is on an arms’-length basis,
provided that, to the extent that the aggregate fair value of the goods furnished or to be
furnished or the services performed or to be performed under all such contracts or arrangements in
any one Fiscal Year does not exceed $50,000,000, such contracts or arrangements shall not be
subject to this Section 6.2.8.




ARTICLE VII




EVENTS OF DEFAULT



     SECTION 7.1. Listing of Events of Default. Each of the following events or
occurrences described in this Section 7.1 shall constitute an “Event of Default”.



          SECTION 7.1.1. Non-Payment of Obligations. The Borrower shall default in the payment
when due of any principal of or interest on any Advance, any facility fee, any Letter of Credit
commission or the agency fee provided for in Section 10.8, provided that, in the
case of any default in the payment of any interest on any Advance or of any facility fee or
commission, such default shall continue unremedied for a period of at least two Business Days after
notice thereof shall have been given to the Borrower by any Lender Party; and provided
further that, in the case of any default in the payment of such agency fee, such default
shall continue unremedied for a period of at least ten days after notice thereof shall have been
given to the Borrower by the Administrative Agent.




          SECTION 7.1.2. Breach of Warranty. Any representation or warranty of the Borrower
made or deemed to be made hereunder (including any certificates delivered pursuant to Article
IV) is or shall be incorrect when made in any material respect.




          SECTION 7.1.3. Non-Performance of Certain Covenants and Obligations. The Borrower
shall default in the due performance and observance of any other agreement contained herein or in
any



47









 






other Loan Document (other than the covenants set forth in Section 6.2.4) and such
default shall continue unremedied for a period of five days after notice thereof shall have been
given to the Borrower by the Administrative Agent or any Lender Party (or, if (a) such default is
capable of being remedied within 30 days (commencing on the first day following such five-day
period) and (b) the Borrower is actively seeking to remedy the same during such period, such
default shall continue unremedied for at least 35 days after such notice to the Borrower).




          SECTION 7.1.4. Default on Other Indebtedness. The Borrower or any of its Principal
Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at
least $50,000,000 (or the equivalent in other currencies) in the aggregate (but excluding
Indebtedness hereunder) when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure
shall continue after the applicable grace period, if any, specified in the agreement or instrument
relating to such Indebtedness; or any other event shall occur or condition shall exist under any
agreement or instrument evidencing, securing or relating to any such Indebtedness and shall
continue after the applicable grace period, if any, specified in such agreement or instrument, if
the effect of such event or condition is to cause or permit the holder or holders of such
Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity;
or any such Indebtedness shall be declared to be due and payable or required to be prepaid or
redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary
agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such
Indebtedness is required to be made, in each case prior to the scheduled maturity thereof. For
purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the
obligations under any such instrument at any time shall be the maximum aggregate amount (giving
effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required
to pay if such instrument were terminated at such time.




          SECTION 7.1.5. Pension Plans. Any of the following events shall occur with respect to
any Pension Plan:





     (a) Any termination of a Pension Plan by the Borrower, any member of its Controlled
Group or any other Person if, as a result of such termination, the Borrower or any such
member could be required to make a contribution to such Pension Plan, or could reasonably
expect to incur a liability or obligation to such Pension Plan, in excess of $50,000,000; or




     (b) a contribution failure occurs with respect to any Pension Plan sufficient to give
rise to a Lien under Section 302(f) of ERISA


and, in each case, such event shall continue unremedied for a period of five Business Days after
notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender
Party (or, if (a) such default is capable of being remedied within 15 days (commencing on the first
day of such five-Business-Day period) and (b) the Borrower is actively seeking to remedy the same
during such period, such default shall continue unremedied for at least 15 days).




          SECTION 7.1.6. Bankruptcy, Insolvency, etc. The Borrower or any of the Principal
Subsidiaries (or any of its other Subsidiaries to the extent that the relevant event described
below would have a Material Adverse Effect) shall:





     (a) generally fail to pay, or admit in writing its inability to pay, its debts as they
become due;



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     (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver,
sequestrator or other custodian for it or any of its property, or make a general assignment
for the benefit of creditors;




     (c) in the absence of such application, consent or acquiescence, permit or suffer to
exist the appointment of a trustee, receiver, sequestrator or other custodian for it or for
a substantial part of its property, and such trustee, receiver, sequestrator or other
custodian shall not be discharged within 30 days, provided that the Borrower hereby
expressly authorizes the Administrative Agent and each Lender Party to appear in any court
conducting any relevant proceeding during such 30-day period to preserve, protect and defend their respective
rights under the Loan Documents;




     (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt
arrangement or other case or proceeding under any bankruptcy or insolvency law, or any
dissolution, winding up or liquidation proceeding, in respect of the Borrower or any of such
Subsidiaries, and, if any such case or proceeding is not commenced by the Borrower or such
Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower
or such Subsidiary or shall result in the entry of an order for relief or shall remain for
30 days undismissed, provided that the Borrower hereby expressly authorizes the
Administrative Agent and each Lender Party to appear in any court conducting any such case
or proceeding during such 30-day period to preserve, protect and defend their respective
rights under the Loan Documents; or




     (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.



          SECTION 7.1.7. Ownership of Principal Subsidiaries. Except as a result of a
disposition permitted pursuant to clauses (a) or (b) of Section 6.2.7, the
Borrower shall cease to own beneficially and of record all of the capital stock of each Existing
Principal Subsidiary.




     SECTION 7.2. Action if Bankruptcy. If any Event of Default described in clauses
(b) through (d) of Section 7.1.6 shall occur with respect to the Borrower, the
Commitments (if not theretofore terminated) shall automatically terminate and the outstanding
principal amount of all outstanding Advances and all other Obligations shall automatically be and
become immediately due and payable, without notice or demand, provided that the foregoing
shall not relieve any Lender of its obligation to make Advances pursuant to Section 2.2(b) or
Section 2.3(c).



     SECTION 7.3. Action if Other Event of Default. If any Event of Default (other than
any Event of Default described in clauses (b) through (d) of Section 7.1.6
with respect to the Borrower) shall occur for any reason, whether voluntary or involuntary, and be
continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by notice
to the Borrower declare all of the outstanding principal amount of the Advances and other
Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be
terminated, whereupon the full unpaid amount of such Advances and other Obligations shall be and
become immediately due and payable, without further notice, demand or presentment, and/or, as the
case may be, the Commitments shall terminate, provided that the foregoing shall not relieve
any Lender of its obligation to make Advances pursuant to Section 2.2(b) or Section 2.3(c).



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ARTICLE VIII




PREPAYMENT EVENTS



     SECTION 8.1. Listing of Prepayment Events. Each of the following events or
occurrences described in this Section 8.1 shall constitute a “Prepayment Event”.



          SECTION 8.1.1. Change in Ownership. Any Person other than a member of the Existing
Group (a “New Shareholder”) shall acquire (whether through legal or beneficial ownership of
capital stock, by contract or otherwise), directly or indirectly, effective control over more than
33% of the Voting Stock and:





     (a) the members of the Existing Group have (whether through legal or beneficial
ownership of capital stock, by contract or otherwise) in the aggregate, directly or
indirectly, effective control over fewer shares of Voting Stock than does such New
Shareholder; and




     (b) the members of the Existing Group do not collectively have (whether through legal
or beneficial ownership of capital stock, by contract or otherwise) the right to elect, or
to designate for election, at least a majority of the Board of Directors of the Borrower.



          SECTION 8.1.2. Change in Board. During any period of 24 consecutive months, a
majority of the Board of Directors of the Borrower shall no longer be composed of individuals:





     (a) who were members of said Board on the first day of such period; or




     (b) whose election or nomination to said Board was approved by a vote of at least
two-thirds of the members of said Board who were members of said Board on the first day of
such period; or




     (c) whose election or nomination to said Board was approved by a vote of at least
two-thirds of the members of said Board referred to in the foregoing clauses (a) and (b).



          SECTION 8.1.3. Unenforceability. Any Loan Document shall cease to be the legally
valid, binding and enforceable obligation of the Borrower (in each case, other than with respect to
provisions of any Loan Document (i) identified as unenforceable in the form of the opinion of the
Borrower’s counsel set forth as Exhibit D-1 or (ii) that a court of competent jurisdiction
has determined are not material) and such event shall continue unremedied for 15 days after notice
thereof has been given to the Borrower by any Lender Party.




          SECTION 8.1.4. Approvals. Any material license, consent, authorization, registration
or approval at any time necessary to enable the Borrower or any Principal Subsidiary to conduct its
business shall be revoked, withdrawn or otherwise cease to be in full force and effect, unless the
same would not have a Material Adverse Effect.




          SECTION 8.1.5. Non-Performance of Certain Covenants and Obligations. The Borrower
shall default in the due performance and observance of any of the covenants set forth in
Section 6.2.4.




          SECTION 8.1.6. Judgments. Any judgment or order for the payment of money in excess of $50,000,000 shall be rendered
against the Borrower or any of the Principal Subsidiaries by a court of competent jurisdiction and
the Borrower or such Principal Subsidiary shall have failed to satisfy such judgment and either:




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     (a) enforcement proceedings in respect of any material assets of the Borrower or such
Principal Subsidiary shall have been commenced by any creditor upon such judgment or order
and shall not have been stayed or enjoined within five Business Days after the commencement
of such enforcement proceedings; or




     (b) there shall be any period of 30 consecutive days during which a stay of enforcement
of such judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect.



          SECTION 8.1.7. Condemnation, etc. Any Vessel or Vessels shall be condemned or
otherwise taken under color of law and the same shall continue unremedied for at least 20 days,
unless such condemnation or other taking would not have a Material Adverse Effect.




          SECTION 8.1.8. Arrest. Any Vessel or Vessels shall be arrested and the same shall
continue unremedied for at least 20 days, unless such arrest would not have a Material Adverse
Effect.




     SECTION 8.2. Mandatory Prepayment. If any Prepayment Event shall occur and be
continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by notice
to the Borrower (a) require the Borrower to prepay in full on the date of such notice all principal
of and interest on the Advances and all other Obligations (and, in such event, the Borrower agrees
to so pay the full unpaid amount of each Advance and all accrued and unpaid interest thereon and
all other Obligations) and (b) terminate the Commitments (if not theretofore terminated),
provided that the foregoing shall not relieve any Lender of its obligation to make Advances
pursuant to Section 2.2(b) or Section 2.3(c).



ARTICLE IX




ACTIONS IN RESPECT OF THE LETTERS OF CREDIT



          SECTION 9.1.1. Actions in Respect of the Letters of Credit. If any Commitment
Termination Event shall have occurred and be continuing, the Administrative Agent may with the
consent, or shall at the request, of the Required Lenders, irrespective of whether it is taking any
of the actions described in Section 7.3 or 8.2 or otherwise, make demand upon the Borrower to, and
forthwith upon such demand the Borrower will, (a) pay to the Administrative Agent on behalf of the
Lender Parties in same day funds at the Administrative Agent’s office designated in such demand,
for deposit in the L/C Cash Collateral Account, an amount equal to the aggregate Available Amount
of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the
outstanding Letters of Credit as shall be acceptable to the Required Lenders and not more
disadvantageous to the Borrower than clause (a); provided, however, that if any
Event of Default described in clauses (b) through (d) of Section 7.1.6
shall occur with respect to the Borrower, an amount equal to the aggregate Available Amount of all
outstanding Letters of Credit shall be immediately due and
payable to the Administrative Agent for the account of the Lender Parties without notice to or
demand upon the Borrower, which are expressly waived by the Borrower, to be held in the L/C Cash
Collateral Account. If at any time a Commitment Termination Event is continuing the Administrative
Agent determines that any funds held in the L/C Cash Collateral Account are subject to any right or
claim of any Person other than the Administrative Agent and the Lender Parties or that the total
amount of such funds is less than the aggregate Available Amount of all Letters of Credit, the
Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent,
as additional funds to be deposited and held in the L/C Cash Collateral Account, an amount equal to
the excess of (a) such aggregate Available Amount over (b) the total amount of funds, if any, then
held in the L/C Cash Collateral Account that the Administrative Agent determines to be free and
clear of any such right and claim. Upon the drawing of any Letter of Credit, to the extent funds
are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the


51









 







Issuing Banks to the extent permitted by applicable law. After all such Letters of Credit shall
have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under
the Notes shall have been paid in full, the balance, if any, in such L/C Cash Collateral Account
shall be returned to the Borrower.




ARTICLE X




THE AGENTS



     SECTION 10.1. Actions. Each Lender Party hereby appoints Nordea, and insofar as the
other Agents have duties under this Agreement, each other Agent, as its agent under and for
purposes of this Agreement, the Notes and each other Loan Document. Each Lender Party authorizes
the Administrative Agent to act on behalf of such Lender Party under this Agreement, the Notes and
each other Loan Document and, in the absence of other written instructions from the Required
Lenders received from time to time by the Administrative Agent (with respect to which the
Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as
otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically
delegated to or required of the Administrative Agent by the terms hereof and thereof, together with
such powers as may be reasonably incidental thereto. The Administrative Agent shall not be
required to take any action hereunder, under the Notes or under any other Loan Document, or to
prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document,
unless it is expressly required to do so under this Agreement or is indemnified hereunder to its
satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the
Administrative Agent’s reasonable determination, inadequate, the Administrative Agent may call for
additional indemnification from the Lender Parties and cease to do the acts indemnified against
hereunder until such additional indemnity is given.



     SECTION 10.2. Lender Indemnification. (a) Each Lender hereby severally indemnifies
(which indemnity shall survive any termination of this Agreement) the Administrative Agent from and
against such Lender’s Ratable Share of any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and disbursements of counsel) that be
incurred by or asserted or awarded against, the Administrative Agent in any way relating to or
arising out of this Agreement, the Notes and any other Loan Document or any action taken or omitted
by the Administrative Agent under this Agreement, the Notes or any other Loan Document;
provided that no Lender shall be liable for the payment of any portion of such claims,
damages, losses, liabilities and expenses which have resulted from the Administrative Agent’s gross
negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to
reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket
expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with
the preparation, execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is
not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or
proceeding giving rise to any such indemnified costs, this Section applies whether any such
investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a
third party.



     (b) Each Lender hereby severally indemnifies the Issuing Banks (to the extent not promptly
reimbursed by the Borrower) from and against such Lender’s Ratable Share of any and all claims,
damages, losses, liabilities and expenses of any kind or nature whatsoever that may be imposed on,
incurred by, or asserted against any such Issuing Bank in any way relating to or arising out of the
Loan Documents or any action taken or omitted by such Issuing Bank hereunder or in connection
herewith; provided, however, that no Lender shall be liable for any portion of such
claims, damages, losses, liabilities and expenses resulting from such Issuing Bank’s gross
negligence or willful misconduct.



52









 





     (c) The failure of any Lender to reimburse the Administrative Agent or any Issuing Bank
promptly upon demand for its Ratable Share of any amount required to be paid by the Lenders to the
Administrative Agent as provided herein shall not relieve any other Lender of its obligation
hereunder to reimburse the Administrative Agent or any Issuing Bank for its Ratable Share of such
amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the
Administrative Agent or any Issuing Bank for such other Lender’s Ratable Share of such amount.
Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and
obligations of each Lender contained in this Section 10.2 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the Notes. Each of the
Administrative Agent and each Issuing Bank agrees to return to the Lenders their respective Ratable
Shares of any amounts paid under this Section 10.2 that are subsequently reimbursed by the
Borrower.



     SECTION 10.3. Exculpation. Neither the Administrative Agent nor any of its directors,
officers, employees or agents shall be liable to any Lender Party for any action taken or omitted
to be taken by it under this Agreement or any other Loan Document, or in connection herewith or
therewith, except for its own willful misconduct or gross negligence. Without limitation of the
generality of the foregoing, the Administrative Agent (i) may treat the payee of any Note a the
holder thereof until the Administrative Agent receives and accepts a Lender Assignment Agreement
entered into by the Lender that is the payee of such Note, as assignor, and an Assignee Lender as
provided in Section 11.11.1; (ii) may consult with legal counsel (including counsel for the
Borrower), independent public accountants and other experts selected by it and shall not be liable
for any action taken or omitted to be taken in good faith by it and in accordance with the advice
of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender
Party and shall not be responsible to any Lender Party for any statements, warranties or
representations (whether written or oral) made in or in connection with this Agreement; (iv) shall
not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of
any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the
existence at any time of any Default or Prepayment Event or to inspect the property (including the
books and records) of the Borrower; (v) shall not be responsible to any Lender Party for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement
or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability
under or in respect of this Agreement by action upon any notice, consent, certificate or other
instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent
by the proper party or parties.



     SECTION 10.4. Successor. Any Agent may resign as such at any time upon at least 30
days’ prior notice to the Borrower and all Lender Parties, provided that any such
resignation shall not become effective until a successor Agent for such resigning Agent has been
appointed as provided in this Section 10.4 and such successor Agent has accepted such
appointment (provided that no successor Agent shall be appointed for any Agent, other than
the Administrative Agent, if after giving effect to such Agent’s resignation there would still be
two Agents). If any Agent at any time shall resign, the Required Lenders shall, subject to the
immediately preceding proviso and subject to the consent of the Borrower (such consent not
to be unreasonably withheld), appoint another Lender as a successor to such Agent which shall
thereupon become such Agent’s successor hereunder (provided that, in the case of a
resignation of the Administrative Agent, the Required Lenders shall, subject to the consent of the
Borrower unless an Event or Default or a Prepayment Event shall have occurred and be continuing
(such consent not to be unreasonably withheld) offer to each of the other Agents in turn, in the
order of their respective Commitment Amounts, the right to become successor Administrative Agent).
If no successor Agent for any resigning Agent shall have been so appointed by the Required Lenders,
and shall have accepted such appointment, within 30 days after the resigning Agent’s giving notice
of resignation, then the resigning Agent may, on behalf of the Lender Parties, appoint a successor
Agent, which shall be one of the Lenders or, in the case of a resigning Administrative Agent, a
commercial banking institution having a combined capital and surplus of at least $500,000,000 (or
the equivalent in other currencies), subject, in each case,



53









 







to the consent of the Borrower (such
consent not to be unreasonably withheld). Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be
entitled to receive from the resigning Administrative Agent such documents of transfer and
assignment as such successor Administrative Agent may reasonably request, and shall thereupon
succeed to and become vested with all rights, powers, privileges and duties of the resigning
Administrative Agent, and the resigning Administrative Agent shall be discharged from its duties
and obligations under this Agreement. After any resigning Administrative Agent’s resignation
hereunder as the Administrative Agent, the provisions of:




     (a) this Article X shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was the Administrative Agent under this Agreement; and




     (b) Section 11.3 and Section 11.4 shall continue to inure to its
benefit.


If a Lender acting as an Agent assigns its Advances to one of its Affiliates, such Agent may,
subject to the consent of the Borrower (such consent not to be unreasonably withheld) assign its
rights and obligations as Agent to such Affiliate.




     SECTION 10.5. Advances by the Agents. Each Agent shall have the same rights and
powers with respect to (x) the Advances made by it or any of its Affiliates, and (y) the Notes held
by it or any of its Affiliates as any other Lender Party and may exercise the same as if it were
not an Agent. Each Agent and its Affiliates may accept deposits from, lend money to, and generally
engage in any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as
if such Agent were not an Agent hereunder and without any duty to account therefor to the Lender
Parties. No Agent shall have any duty to disclose information obtained or received by it or any of
its Affiliates relating to the Borrower or its Subsidiaries to the extent such information was
obtained or received in any capacity other than as an Agent.



     SECTION 10.6. Credit Decisions. Each Lender Party acknowledges that it has, independently of the Administrative Agent, each
other Agent and each other Lender Party, and based on such Lender Party’s review of the financial
information of the Borrower, this Agreement, the other Loan Documents (the terms and provisions of
which being satisfactory to such Lender Party) and such other documents, information and
investigations as such Lender Party has deemed appropriate, made its own credit decision to extend
its Commitment. Each Lender Party also acknowledges that it will, independently of the
Administrative Agent, each other Agent and each other Lender Party, and based on such other
documents, information and investigations as it shall deem appropriate at any time, continue to
make its own credit decisions as to exercising or not exercising from time to time any rights and
privileges available to it under this Agreement or any other Loan Document.



     SECTION 10.7. Copies, etc. The Administrative Agent shall give prompt notice to each
Lender Party of each notice or request required or permitted to be given to the Administrative
Agent by the Borrower pursuant to the terms of this Agreement (unless concurrently delivered to the
Lender Parties by the Borrower). The Administrative Agent will distribute to each Lender Party
each document or instrument received for its account and copies of all other communications
received by the Administrative Agent from the Borrower for distribution to the Lender Parties by
the Administrative Agent in accordance with the terms of this Agreement.



     SECTION 10.8. Agency Fee. The Borrower agrees to pay to the Administrative Agent for
its own account an annual agency fee in an amount, and at such times, heretofore agreed to in
writing between the Borrower and the Administrative Agent.



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ARTICLE XI




MISCELLANEOUS PROVISIONS



     SECTION 11.1. Waivers, Amendments, etc. The provisions of this Agreement and of
each other Loan Document may from time to time be amended, modified or waived, if such amendment,
modification or waiver is in writing and consented to by the Borrower and the Required Lenders;
provided that no such amendment, modification or waiver which would:




     (a) modify any requirement hereunder that any particular action be taken by all the
Lenders or by the Required Lenders shall be effective unless consented to by each Lender;




     (b) modify this Section 11.1, change the definition of “Required Lenders”,
increase the Commitment(s) of any Lender, reduce any fees described in Section 2.4
or extend the Termination Date (other than pursuant to Section 2.15) shall be made without
the consent of each Lender;




     (c) extend the due date (other than pursuant to Section 2.15) for, or reduce the amount
of, any scheduled repayment or prepayment of principal of or interest on any Advance (or
reduce the principal amount of or rate of interest on any Advance) shall be made without the
consent of each Lender;




     (d) affect adversely the interests, rights or obligations of the Administrative Agent
in its capacity as such shall be made without consent of the Administrative Agent;




     (e) affect adversely the interests, rights or obligations of the Swing Line Bank in its
capacity as such shall be made without consent of the Swing Line Bank; or




     (f) affect adversely the interests, rights or obligations of any Issuing Bank in its
capacity as such shall be made without consent of such Issuing Bank.


No failure or delay on the part of the Administrative Agent or any Lender Party in exercising any
power or right under this Agreement or any other Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or demand on the
Borrower in any case shall entitle it to any notice or demand in similar or other circumstances.
No waiver or approval by the Administrative Agent or any Lender Party under this Agreement or any
other Loan Document shall, except as may be otherwise stated in such waiver or approval, be
applicable to subsequent transactions. No waiver or approval hereunder shall require any similar
or dissimilar waiver or approval thereafter to be granted hereunder.




     SECTION 11.2. Notices. (a) All notices and other communications provided to any party
hereto under this Agreement or any other Loan Document shall be in writing or by facsimile and
addressed, delivered or transmitted to such party at its address, or facsimile number, in the case
of the Borrower and the Administrative Agent, set forth below its signature hereto and, in the case
of each Lender, set forth opposite its name on Schedule I hereto or set forth in the Lender
Assignment Agreement or at such other address, or facsimile number as may be designated by such
party in a notice to the other parties; provided that notices, information, documents and other
materials that the Borrower is required to deliver hereunder may be delivered to the Administrative
Agent and the Lender Parties as specified in Section 11.2(b). Any notice, if mailed and properly
addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall
be deemed given when received.



55









 





     (b) So long as Nordea is the Administrative Agent, the Borrower may provide to the
Administrative Agent all information, documents and other materials that it furnishes to the
Administrative Agent hereunder or any other Loan Document (and any guaranties, security agreements
and other agreements relating thereto), including, without limitation, all notices, requests,
financial statements, financial and other reports, certificates and other materials, but excluding
any such communication that (i) relates to a request for a new, or a conversion of an existing
Borrowing or other extension of credit (including any election of an interest rate or interest
period relating thereto), (ii) relates to the payment of any principal or other amount due
hereunder or any other Loan Document prior to the scheduled date therefor, (iii) provides notice of
any Default or Event of Default or (iv) is required to be delivered to satisfy any condition
precedent to the effectiveness of the Agreement and/or any Borrowing or other extension of credit
hereunder (all such non-excluded communications being referred to herein collectively as
“Communications”), by transmitting the Communications in an electronic/soft medium in a
format acceptable to the Administrative Agent to NYLAD@Nordea.com; provided that any
Communication requested pursuant to Section 6.1.1(h) shall be in a format acceptable to the
Borrower and the Administrative Agent.



          (1) The Borrower agrees that the Administrative Agent may make such items included in the
Communications as the Borrower may specifically agree available to the Lender Parties by posting
such notices, at the option of the Borrower, on Intralinks (the “Platform”). Although the
primary web portal is secured with a dual firewall and a User ID/Password Authorization System and
the Platform is secured through a single user per deal authorization method whereby each user may
access the Platform only on a deal-by-deal basis, the Borrower acknowledges that (i) the
distribution of material through an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution, (ii) the Platform is provided
“as is” and “as available” and (iii) neither the Administrative Agent nor any of its Affiliates
warrants the accuracy, adequacy or completeness of the Communications or the Platform and each
expressly disclaims liability for errors or omissions in the Communications or the Platform. No
warranty of any kind, express, implied or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third party rights or
freedom from viruses or other code defects, is made by the Administrative Agent or any of its
Affiliates in connection with the Platform.




          (2) The Administrative Agent agrees that the receipt of Communications by the Administrative
Agent at its e-mail address set forth above shall constitute effective delivery of such
Communications to the Administrative Agent for purposes hereunder and any other Loan Document (and
any guaranties, security agreements and other agreements relating thereto).




     (c) Each Lender Party agrees that notice to it (as provided in the next sentence) (a
“Notice”) specifying that any Communications have been posted to the Platform shall
constitute effective delivery of such Communications to such Lender Party for purposes of this
Agreement. Each Lender Party agrees (i) to notify the Administrative Agent in writing (including
by electronic communication) of such Lender Party’s e-mail address to which a Notice may be sent by
electronic transmission on or before the date such Lender Party becomes a party to this Agreement
(and from time to time thereafter to ensure that the Administrative Agent has on record an
effective e-mail address for such Lender Party) and (ii) that any Notice may be sent to such e-mail
address.



     (d) Patriot Act. Each Lender Party hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)
(the “Act”)), that it is required to obtain, verify and record information that identifies
the Borrower, which information includes the name and address of the Borrower and other information
that will allow such Lender Party to identify the Borrower in accordance with the Act.



56









 





     SECTION 11.3. Payment of Costs and Expenses. The Borrower agrees to pay on demand all
reasonable expenses of the Administrative Agent (including the reasonable fees and out-of-pocket
expenses of counsel to the Administrative Agent and of local counsel, if any, who may be retained
by counsel to the Administrative Agent) in connection with the preparation, execution and delivery
of, and any amendments, waivers, consents, supplements or other modifications to, this Agreement or
any other Loan Document. The Borrower further agrees to pay, and to save the Administrative Agent
and the Lender Parties harmless from all liability for, any stamp, recording, documentary or other
similar taxes which may be payable in connection with the execution or delivery of this Agreement,
the borrowings hereunder, or the issuance of the Notes or any other Loan Documents. The Borrower
also agrees to reimburse the Administrative Agent and each Lender Party upon demand for all
reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses)
incurred by the Administrative Agent or such Lender Party in connection with (x) the negotiation of
any restructuring or “work-out”, whether or not consummated, of any Obligations and (y) the
enforcement of any Obligations.



     SECTION 11.4. Indemnification. In consideration of the execution and delivery of this Agreement by each Lender Party and
the extension of the Commitments, the Borrower hereby indemnifies and holds harmless the
Administrative Agent, each Lender Party and each of their respective Affiliates and their
respective officers, advisors, directors, employees, partners and controlling persons
(collectively, the “Indemnified Parties”) from and against any and all claims, damages,
losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements
of counsel), joint or several, that may be incurred by or asserted or awarded against any
Indemnified Party (including, without limitation, in connection with any investigation, litigation
or proceeding or the preparation of a defense in connection therewith), in each case arising out of
or in connection with or by reason of this Agreement, the Notes or the other Loan Documents or the
transactions contemplated hereby or thereby or any actual or proposed use of the proceeds of the
Advances (collectively, the “Indemnified Liabilities”), except to the extent such claim,
damage, loss, liability or expense is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted primarily from such Indemnified Party’s gross negligence or
willful misconduct. In the case of an investigation, litigation or other proceeding to which the
indemnity in this paragraph applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by the Borrower, any of its directors, security
holders or creditors, an Indemnified Party or any other person or an Indemnified Party is otherwise
a party thereto. Each Indemnified Party shall (a) furnish the Borrower with prompt notice of any
action, suit or other claim covered by this Section 11.4, (b) not agree to any settlement
or compromise of any such action, suit or claim without the Borrower’s prior consent, (c) shall
cooperate fully in the Borrower’s defense of any such action, suit or other claim (provided, that
the Borrower shall reimburse such Indemnified Party for its reasonable out-of-pocket expenses
incurred pursuant hereto) and (d) at the Borrower’s request, permit the Borrower to assume control
of the defense of any such claim, other than regulatory, supervisory or similar investigations,
provided that (i) the Borrower acknowledges in writing its obligations to indemnify the Indemnified
Party in accordance with the terms herein in connection with such claims, (ii) the Borrower shall
keep the Indemnified Party fully informed with respect to the conduct of the defense of such claim,
(iii) the Borrower shall consult in good faith with the Indemnified Party (from time to time and
before taking any material decision) about the conduct of the defense of such claim, (iv) the
Borrower shall conduct the defense of such claim properly and diligently taking into account its
own interests and those of the Indemnified Party, (v) the Borrower shall employ counsel reasonably
acceptable to the Indemnified Party and at the Borrower’s expense, and (vi) the Borrower shall not
enter into a settlement with respect to such claim unless either (A) such settlement involves only
the payment of a monetary sum, does not include any performance by or an admission of liability or
responsibility on the part of the Indemnified Party, and contains a provision unconditionally
releasing the Indemnified Party and each other indemnified party from, and holding all such persons
harmless, against, all liability in respect of claims by any releasing party or (B) the Indemnified
Party provides written consent to such settlement (such consent not to be unreasonably withheld or
delayed). Notwithstanding the Borrower’s election to



57









 







assume the defense of such action, the
Indemnified Party shall have the right to employ separate counsel and to participate in the defense
of such action and the Borrower shall bear the fees, costs and expenses of such separate counsel if
(1) the use of counsel chosen by the Borrower to represent the Indemnified Party would present such
counsel with an actual or potential conflict of interest, (2) the actual or potential defendants
in, or targets of, any such action include both the Borrower and the Indemnified Party, and the
Indemnified Party shall have concluded that there may be legal defenses available to it which are
different from or additional to those available to the Borrower and determined that it is necessary
to employ separate counsel in order to pursue such defenses (in which case the Borrower shall not
have the right to assume the defense of such action on the Indemnified Party’s behalf), (3) the
Borrower shall not have employed counsel reasonably acceptable to the Indemnified Party to
represent the Indemnified Party within a reasonable time after notice of the institution of such
action, or (4) the Borrower authorizes the Indemnified Party to employ separate counsel at the
Borrower’s expense. The Borrower acknowledges that none of the Indemnified Parties shall have any
liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of
its security holders or creditors for or in connection with the
transactions contemplated hereby, except to the extent such liability is determined in a final
non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such
Indemnified Party’s gross negligence or willful misconduct. In no event, however, shall any
Indemnified Party be liable on any theory of liability for any special, indirect, consequential or
punitive damages (including, without limitation, any loss of profits, business or anticipated
savings). If and to the extent that the foregoing undertaking may be unenforceable for any reason,
the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each
of the Indemnified Liabilities which is permissible under applicable law.



     SECTION 11.5. Survival. The obligations of the Borrower under Sections 3.3, 3.4, 3.5,
3.6, 3.7, 11.3 and 11.4, and the obligations of the Lender Parties under Section 10.2, shall in
each case survive any termination of this Agreement, the payment in full of all Obligations and the
termination of all Commitments. The representations and warranties made by the Borrower in this
Agreement and in each other Loan Document shall survive the execution and delivery of this
Agreement and each such other Loan Document.



     SECTION 11.6. Severability. Any provision of this Agreement or any other Loan
Document which is prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement or such Loan Document or affecting the
validity or enforceability of such provision in any other jurisdiction.



     SECTION 11.7. Headings. The various headings of this Agreement and of each other Loan
Document are inserted for convenience only and shall not affect the meaning or interpretation of
this Agreement or such other Loan Document or any provisions hereof or thereof.



     SECTION 11.8. Execution in Counterparts, Effectiveness, etc. This Agreement may be
executed by the parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same agreement. This Agreement
shall become effective when counterparts hereof executed on behalf of the Borrower and each Lender
Party (or notice thereof satisfactory to the Administrative Agent and the Borrower) shall have been
received by the Administrative Agent and the Borrower (or, in the case of any Lender Party, receipt
of signature pages transmitted by facsimile) and notice thereof shall have been given by the
Administrative Agent to the Borrower and each Lender Party.



     SECTION 11.9. Governing Law; Entire Agreement. THIS AGREEMENT AND THE NOTES SHALL
EACH BE DEEMED TO BE A CONTRACT MADE UNDER, AND SHALL BE



58









 







GOVERNED BY, THE LAWS OF THE STATE OF NEW
YORK. This Agreement, the Notes and the other Loan Documents constitute the entire understanding
among the parties hereto with respect to the subject matter hereof and supersede any prior
agreements, written or oral, with respect thereto.



     SECTION 11.10. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and assigns; provided that:




     (a) except to the extent permitted under Section 6.2.6, the Borrower may not
assign or transfer its rights or obligations hereunder without the prior written consent of
the Administrative Agent and all Lenders; and




     (b) the rights of sale, assignment and transfer of the Lender Parties are subject to
Section 11.11.



     SECTION 11.11. Sale and Transfer of Advances and Note; Participations in Advances.
Each Lender Party may assign, or sell participations in, its Advances and Commitment(s) to one or
more other Persons in accordance with this Section 11.11.



          SECTION 11.11.1. Assignments. Any Lender Party,




          (i) with the written consents of the Borrower, each Issuing Bank and the Administrative Agent
(which consents shall not be unreasonably delayed or withheld and which consent, in the case of the
Borrower, shall be deemed to have been given in the absence of a written notice delivered by the
Borrower to the Administrative Agent, on or before the fifth Business Day after receipt by the
Borrower of such Lender Party’s request for consent, stating, in reasonable detail, the reasons why
the Borrower proposes to withhold such consent) may at any time assign and delegate to one or more
commercial banks or other financial institutions;




          (ii) with notice to the Borrower and the Administrative Agent, but without the consent of the
Borrower, any Issuing Bank or the Administrative Agent, may assign and delegate (A) to any Lender
Party, (B) to any of its Affiliates or (C) following the occurrence and during the continuance of
an Event of Default or a Prepayment Event; and




          (iii) may (without notice to the Borrower, the Administrative Agent or any other Lender Party
and without payment of any fee) assign and pledge all or any portion of its Advances and Note to
any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S. Board and
any Operating Circular issued by such Federal Reserve Bank;



(each Person described in either of the foregoing clauses as being the Person to whom such
assignment and delegation is to be made, being hereinafter referred to as an “Assignee
Lender”), all or any fraction of such Lender Party’s total Advances and Commitment(s) (which
assignment and delegation shall be of a constant, and not a varying, percentage of all the
assigning Lender Party’s Advances and Commitment(s)) in a minimum aggregate amount of $25,000,000
(or, if less, all of such Lender Party’s Advances and Commitment(s)); provided that the
Borrower, each Issuing Bank and the Administrative Agent shall be entitled to continue to deal
solely and directly with such Lender Party in connection with the interests so assigned and
delegated to an Assignee Lender until:





     (a) written notice of such assignment and delegation, together with payment
instructions, addresses and related information with respect to such Assignee Lender, shall
have been given to the Borrower, each Issuing Bank and the Administrative Agent by such
Lender Party and such Assignee Lender;



59









 






     (b) Such Assignee Lender shall have executed and delivered to the Borrower and the
Administrative Agent a Lender Assignment Agreement, accepted by the Administrative Agent;
and




     (c) the processing fees described below shall have been paid.


From and after the date that the Administrative Agent accepts such Lender Assignment Agreement, (x)
the Assignee Lender thereunder shall be deemed automatically to have become a party hereto and to
the extent that rights and obligations hereunder have been assigned and delegated to such Assignee
Lender in connection with such Lender Assignment Agreement, shall have the rights and obligations
of a Lender Party hereunder and under the other Loan Documents, and (y) the assignor Lender Party,
to the extent that rights and obligations hereunder have been assigned and delegated by it, shall
be released from its obligations hereunder and under the other Loan Documents, other than any
obligations arising prior to the effective date of such assignment. In no event shall the Borrower
be required to pay to any Assignee Lender any amount under Sections 3.3, 3.4,
3.5, 3.6 and 3.7 that is greater than the amount which it would have been
required to pay at the time of the relevant assignment had no such assignment been made. Within
five Business Days after its receipt of notice that the Administrative Agent has received an
executed Lender Assignment Agreement, upon request in accordance with Section 2.13, the
Borrower shall execute and deliver to the Administrative Agent (for delivery to the relevant
Assignee Lender) a new Note evidencing such Assignee Lender’s assigned Advances and Commitment and,
if the assignor Lender Party has retained Advances and a Commitment hereunder, a replacement Note
in the principal amount of the Advances and Commitment retained by the assignor Lender Party
hereunder (such Note to be in exchange for, but not in payment of, that Note then held by such
assignor Lender Party). Each such Note shall be dated the date of the predecessor Note. The
assignor Lender Party shall mark the predecessor Note “exchanged” and deliver it to the Borrower
concurrently with the delivery by the Borrower of the new Note(s). Such assignor Lender Party or
such Assignee Lender must also pay a processing fee to the Administrative Agent upon delivery of
any Lender Party Assignment Agreement in the amount of $3,500 (and shall also reimburse the
Administrative Agent for any reasonable out-of-pocket costs, including reasonable attorneys’ fees
and expenses, incurred in connection with the assignment).




          SECTION 11.11.2. Participations. Any Lender Party may at any time sell to one or more
commercial banks or other financial institutions (each of such commercial banks and other financial
institutions being herein called a “Participant”) participating interests in any of its
Advances, its Commitment, or other interests of such Lender Party hereunder; provided that:





     (a) no participation contemplated in this Section 11.11.2 shall relieve such
Lender Party from its Commitment(s) or its other obligations hereunder;




     (b) such Lender Party shall remain solely responsible for the performance of its
Commitment(s) and such other obligations;




     (c) the Borrower and the Administrative Agent shall continue to deal solely and
directly with such Lender Party in connection with such Lender Party’s rights and
obligations under this Agreement and each of the other Loan Documents;




     (d) no Participant, unless such Participant is an Affiliate of such Lender Party, shall
be entitled to require such Lender Party to take or refrain from taking any action hereunder
or under any other Loan Document, except that such Lender Party may agree with any
Participant that such Lender Party will not, without such Participant’s consent, take any actions of the type described in clause (b) or (c) of Section 11.1;




60












 






     (e) the Borrower shall not be required to pay any amount under Sections
3.3, 3.4, 3.5, 3.6 and 3.7 that is greater than the
amount which it would have been required to pay had no participating interest been sold; and




     (f) each Lender Party that sells a participation under this Section
11.11.2 shall, acting solely for this purpose as a non-fiduciary agent of the Borrower,
maintain a register on which it enters the name and address of each Participant and the
principal amounts (and stated interest on) each of the Participant’s interest in the Lender
Party’s Advances, Commitments or other interests hereunder (the “Participant
Register”). The entries in the Participant Register shall be conclusive absent manifest
error, and such Lender may treat each person whose name is recorded in the Participant
Register as the owner of such participation for all purposes hereunder.


The Borrower acknowledges and agrees that each Participant, for purposes of Sections 3.3,
3.4, 3.5, 3.6 and clause (h) of 6.1.1, shall be considered
a Lender Party.




          SECTION 11.11.3. Register. The Administrative Agent, acting as agent for the
Borrower, shall maintain at its address referred to in Section 11.2 a copy of each Lender
Assignment Agreement delivered to and accepted by it and a register for the recordation of the
names and addresses of the Lender Parties and the Commitment(s) of, and principal amount of the
Advances owing to, each Lender Party from time to time (the “Register”). The entries in
the Register shall be conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Administrative Agent and the Lender Parties may treat each Person whose name is
recorded in the Register as a Lender Party hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Borrower or any Lender Party at any reasonable
time and from time to time upon reasonable prior notice.




     SECTION 11.12. Other Transactions. Nothing contained herein shall preclude the
Administrative Agent or any Lender Party from engaging in any transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Borrower or any of its
Affiliates in which the Borrower or such Affiliate is not restricted hereby from engaging with any
other Person.



     SECTION 11.13. Forum Selection and Consent to Jurisdiction. THE BORROWER HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE
STATE OF NEW YORK FOR THE COUNTY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND IRREVOCABLY AGREES, TO
THE FULLEST EXTENT PERMITTED BY LAW, TO BE BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY IN
CONNECTION WITH SUCH LITIGATION. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
NEW YORK. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS
BEEN BROUGHT IN AN
INCONVENIENT FORUM. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN THE COURTS OF ANY JURISDICTION. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER



61









 







THROUGH
SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS.



     SECTION 11.14. Process Agent. If at any time the Borrower ceases to have a place of
business in the United States, the Borrower shall appoint an agent for service of process
(reasonably satisfactory to the Administrative Agent) located in New York City and shall furnish to
the Administrative Agent evidence that such agent shall have accepted such appointment for a period
of time ending no earlier than one year after the Termination Date.



     SECTION 11.15. Judgment. (a) If for the purposes of obtaining judgment in any court
it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto
agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall
be that at which in accordance with normal banking procedures the Administrative Agent could
purchase Dollars with such other currency at Nordea’s principal office in New York at 11:00 A.M.
(New York time) on the Business Day preceding that on which final judgment is given.



          (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum
due hereunder in a Committed Currency into Dollars, the parties agree to the fullest extent that
they may effectively do so, that the rate of exchange used shall be that at which in accordance
with normal banking procedures the Administrative Agent could purchase such Committed Currency with
Dollars at Nordea’s principal office in New York at 11:00 A.M. (New York time) on the Business Day
preceding that on which final judgment is given.




          (c) The obligation of the Borrower in respect of any sum due from it in any currency (the
“Primary Currency”) to any Lender Party or the Administrative Agent hereunder shall,
notwithstanding any judgment in any other currency, be discharged only to the extent that on the
Business Day following receipt by such Lender Party or the Administrative Agent (as the case may
be), of any sum adjudged to be so due in such other currency, such Lender Party or the
Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase
the applicable Primary Currency with such other currency; if the amount of the applicable Primary
Currency so purchased is less than such sum due to such Lender Party or the Administrative Agent
(as the case may be) in the applicable Primary Currency, the Borrower agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify such Lender Party or the
Administrative Agent (as the case may be) against such loss, and if the amount of the applicable
Primary Currency so purchased exceeds such sum due to any Lender Party or the Administrative Agent
(as the case may be) in the applicable Primary Currency, such Lender Party or the Administrative
Agent (as the case may be) agrees to remit to the Borrower such excess.




     SECTION 11.16. No Liability of the Issuing Banks. The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letter of Credit. Neither an Issuing Bank nor
any of its officers or directors shall be liable or responsible for: (a) the use that may be made
of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection
therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged; (c) payment by such Issuing Bank against presentation of documents that do
not comply with the terms of a Letter of Credit, including failure of any documents to bear any
reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever
in making or failing to make payment under any Letter of Credit, except that the Borrower shall
have a claim against such Issuing Bank, and such Issuing Bank shall be liable to the Borrower, to
the extent of



62









 







any direct, but not consequential, damages suffered by the Borrower that the Borrower
proves were caused by such Issuing Bank’s willful misconduct or gross negligence. In furtherance
and not in limitation of the foregoing, such Issuing Bank may accept documents that appear on their
face to be in order, without responsibility for further investigation, regardless of any notice or
information to the contrary; provided that nothing herein shall be deemed to excuse such
Issuing Bank if it acts with gross negligence or willful misconduct in accepting such documents.



     SECTION 11.17. Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, THE LENDER PARTIES AND
THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND
AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER LOAN DOCUMENT) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH
OTHER PARTY ENTERING INTO THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT.



[Remainder of page intentionally left blank.]






63









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized as of the day and year first above written.



	 	 	 	 	 
	 	ROYAL CARIBBEAN CRUISES LTD.

 	 
	 	By  	/s/ Antje M. Gibson	 
	 	 	Name: 	Antje M. Gibson 	 
	 	 	Title: 	Vice President, Treasury 	 
	 
	 	Address:  	1050 Caribbean Way

Miami, Florida 33132

Facsimile No.:  (305) 539-0562

Attention:  Treasurer

With a copy to:  General Counsel 	 
	 
	 	NORDEA BANK FINLAND PLC, NEW YORK BRANCH

as Administrative Agent and as a Lender

 	 
	 	By  	/s/ Martin Lunder	 
	 	 	Name:  	Martin Lunder 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	By  	/s/ Colleen Durkin 	 
	 	 	Name:  	Colleen Durkin 	 
	 	 	Title:  	First Vice President 	 
	 
	 	Address:  	437 Madison Ave, 21st Floor

New York, New York 10022

Facsimile No.:  (212) 421-4420

Attention:  Loan Administration 	 
	 



CREDIT AGREEMENT SIGNATURE PAGE









 









 








	 	 	 	 	 
	 	Lenders:





	 	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/ Servaas Chorus 	 
	 	 	Name:  	Servaas Chorus 	 
	 	 	Title:  	Director 	 
	 



CREDIT AGREEMENT SIGNATURE PAGE








 









 








	 	 	 	 	 

	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 
	By

	 	/s/ Justin Lien 
	 	 
	 

	 	 	 	 
	 

	 	Name: Justin Lien	 	 
	 

	 	Title: Senior Vice President	 	 
	 
	 	 	 	 
	BNP PARIBAS	 	 
	 
	 	 	 	 
	By

	 	/s/ Berangere Allen 
	 	 
	 

	 	 	 	 
	 

	 	Name: Berangere Allen	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	By

	 	/s/ Melissa Balley 
	 	 
	 

	 	 	 	 
	 

	 	Name: Melissa Balley	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	GOLDMAN SACHS BANK USA	 	 
	 
	 	 	 	 
	By

	 	/s/ Mark Walton 
	 	 
	 

	 	 	 	 
	 

	 	Name: Mark Walton	 	 
	 

	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 
	MIZUHO CORPORATE BANK, LTD.	 	 
	 
	 	 	 	 
	By

	 	/s/ Bertram H. Tang 
	 	 
	 

	 	 	 	 
	 

	 	Name: Bertram H. Tang	 	 
	 

	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 
	MORGAN STANLEY BANK, N.A.	 	 
	 
	 	 	 	 
	By

	 	/s/ Ryan Vetsch 
	 	 
	 

	 	 	 	 
	 

	 	Name: Ryan Vetsch	 	 
	 

	 	Title: Authorized Signatory	 	 






CREDIT AGREEMENT SIGNATURE PAGE








 









 








	 	 	 	 	 

	SKANDINAVISKA ENSKILDA BANKEN AB	 	 
	 
	 	 	 	 
	By

	 	  /s/ Scott Lewallen
	 	 
	 

	 	 	 	 
	 

	 	Name: Scott Lewallen	 	 
	 

	 	Title: Head of Shipping Finance	 	 
	 
	 	 	 	 
	THE BANK OF NOVA SCOTIA	 	 
	 
	 	 	 	 
	By

	 	  /s/ Ajit Goswami
	 	 
	 

	 	 	 	 
	 

	 	Name: Ajit Goswami	 	 
	 

	 	Title: Director	 	 






CREDIT AGREEMENT SIGNATURE PAGE






 









 








SCHEDULE 1.01




MANDATORY COST FORMULAE





	1.	 	The Mandatory Cost (to the extent applicable) is an addition to the interest rate to
compensate Lenders for the cost of compliance with:






	 	(a)	 	the requirements of the Bank of England and/or the Financial Services Authority
(or, in either case, any other authority which replaces all or any of its functions);
or
	 
	 	(b)	 	the requirements of the European Central Bank.






	2.	 	On the first day of each Interest Period (or as soon as practicable thereafter) the
Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost
Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory
Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’
Additional Cost Rates (weighted in proportion to the percentage participation of each Lender
in the relevant Advance) and will be expressed as a percentage rate per annum. The
Administrative Agent will, at the request of the Borrower or any Lender, deliver to the
Borrower or such Lender as the case may be, a statement setting forth the calculation of any
Mandatory Cost.
	 
	3.	 	The Additional Cost Rate for any Lender lending from a LIBO Lending Office in a Participating
Member State will be the percentage notified by that Lender to the Administrative Agent. This
percentage will be certified by such Lender in its notice to the Administrative Agent as the
cost (expressed as a percentage of such Lender’s participation in all Advances made from such
LIBO Lending Office) of complying with the minimum reserve requirements of the European
Central Bank in respect of Advances made from that LIBO Lending Office.
	 
	4.	 	The Additional Cost Rate for any Lender lending from a LIBO Lending Office in the United
Kingdom will be calculated by the Administrative Agent as :





	 	 	 	 	 

	 

	 	AB+C(B-D)+E x 0.01
	 	per cent per annum
	 

	 	 	 
	 

	 	100 - (A+C)	 







Where:




	 	“A” 	 	is the percentage of Eligible Liabilities (assuming these to be in excess of
any stated minimum) which that Lender is from time to time required to maintain as an
interest free cash ratio deposit with the Bank of England to comply with cash ratio
requirements.
	 
	 	“B” 	 	is the percentage rate of interest (excluding the Applicable Margin applicable
to LIBO Rate Advances, the Mandatory Cost and any interest charged on overdue amounts
pursuant to clause (i) of Section 2.7(b) and, in the case of interest
charged on amounts (other than on overdue amounts) pursuant to clause (ii) of
Section 2.7(b), without counting any increase in interest rate effected by the
charging of such increased rate) payable for the relevant Interest Period of such
Advance.
	 
	 	“C” 	 	is the percentage (if any) of Eligible Liabilities which that Lender is
required from time to time to maintain as interest bearing Special Deposits with the
Bank of England.
	 
	 	“D” 	 	is the percentage rate per annum payable by the Bank of England to the
Administrative Agent on interest bearing Special Deposits.




 









 












	 	“E” 	 	is designed to compensate Lenders for amounts payable under the Fees
Regulations and is calculated by the Administrative Agent as being the average of the
most recent rates of charge supplied by the Lenders to the Administrative Agent
pursuant to paragraph 7 below and expressed in pounds per £1,000,000.






	5.	 	For the purposes of this Schedule:






	 	(a)	 	“Eligible Liabilities” and “Special Deposits” have the meanings
given to them from time to time under or pursuant to the Bank of England Act 1998 or
(as may be appropriate) by the Bank of England;
	 
	 	(b)	 	“Fees Regulations” means the FSA Supervision Manual or such other law
or regulation as may be in force from time to time in respect of the payment of fees
for the acceptance of deposits;
	 
	 	(c)	 	“Fee Tariffs” means the fee tariffs specified in the Fees Regulations
under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated
fee required pursuant to the Fees Regulations but taking into account any applicable
discount rate); and
	 
	 	(d)	 	“Tariff Base” has the meaning given to it in, and will be calculated in
accordance with, the Fees Regulations.






	6.	 	In application of the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. 5% will be included in the formula as 5 and not as 0.05). A negative result
obtained by subtracting D from B shall be taken as zero. The resulting figures shall be
rounded to four decimal places.
	 
	7.	 	If requested by the Administrative Agent or the Borrower, each Lender with a LIBO Lending
Office in the United Kingdom or a Participating Member State shall, as soon as practicable
after publication by the Financial Services Authority, supply to the Administrative Agent and
the Borrower, the rate of charge payable by such Lender to the Financial Services Authority
pursuant to the Fees Regulations in respect of the relevant financial year of the Financial
Services Authority (calculated for this purpose by such Lender as being the average of the Fee
Tariffs applicable to such Lender for that financial year) and expressed in pounds per
£1,000,000 of the Tariff Base of such Lender.
	 
	8.	 	Each Lender shall supply any information required by the Administrative Agent for the purpose
of calculating its Additional Cost Rate. In particular, but without limitation, each Lender
shall supply the following information in writing on or prior to the date on which it becomes
a Lender:






	 	(a)	 	its jurisdiction of incorporation and the jurisdiction of the LIBO Lending
Office out of which it is making available its participation in the relevant Advance;
and
	 
	 	(b)	 	any other information that the Administrative Agent may reasonably require for
such purpose.




2









 










Each Lender shall promptly notify the Administrative Agent in writing of any change to the
information provided by it pursuant to this paragraph.





	9.	 	The percentages of each Lender for the purpose of A and C above and the rates of charge of
each Lender for the purpose of E above shall be determined by the Administrative Agent based
upon the information supplied to it pursuant to paragraphs 7 and 8 above and
on the assumption that, unless a Lender notifies the Administrative Agent to the contrary,
each Lender’s obligations in relation to cash ratio deposits and Special Deposits and the Fees
Regulations are the same as those of a typical bank from its jurisdiction of incorporation
with a LIBO Lending Office in the same jurisdiction as such Lender’s LIBO Lending Office.
	 
	10.	 	The Administrative Agent shall have no liability to any Person if such determination results
in an Additional Cost Rate which over- or under-compensates any Lender and shall be entitled
to assume that the information provided by any Lender pursuant to paragraphs 3,
7 and 8 above is true and correct in all respects.
	 
	11.	 	The Administrative Agent shall distribute the additional amounts received as a result of the
Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based
on the information provided by each Lender pursuant to paragraphs 3, 7 and
8 above.
	 
	12.	 	Any determination by the Administrative Agent pursuant to this Schedule in relation to a
formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall,
in the absence of manifest error, be conclusive and binding on all parties hereto.
	 
	13.	 	The Administrative Agent may from time to time, after consultation with the Borrower and the
Lenders, determine and notify to all parties any amendments which are required to be made to
this Schedule in order to comply with any change in law, regulation or any requirements from
time to time imposed by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in any case, any other authority which replaces all or any of its functions)
and any such determination shall, in the absence of manifest error, be conclusive and binding
on all parties hereto.






3











 





SCHEDULE I

ROYAL CARIBBEAN CRUISES LTD.

CREDIT AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving Credit	 	Swing Line Sublimit	 	Letter of Credit Sublimit  	 	Domestic Lending	 	Eurocurrency Lending
	Name of Initial Lender	 	Commitment	 	Commitment	 	Commitment	 	Office	 	Office
	Bank of America, N.A.

	 	$	25,000,000	 	 	$	0	 	 	$	0	 	 	TX1-492-64-01

901 Main St 

Dallas, TX 75202

Attn: Aditya Kumar
Jha

T: 415 436-3685 ext.
64675

F: 312 453-2986
	 	5 Canada Square

London E14 5AQ

United Kingdom

Attn: Geraldine

Simmons

T: 011442071745835

F: 0001746436
	BNP Paribas

	 	$	50,000,000	 	 	$	0	 	 	$	0	 	 	525 Washington
Blvd. 

Jersey City, NJ
07310

Attn: Karl
Anderson/Loan 

Servicing Dept.

T: 212 850-6602

F: 201 850-4013
	 	525 Washington
Blvd. 

Jersey City, NJ
07310

Attn: Karl
Anderson/Loan 

Servicing Dept. 

T: 212 850-6602

F: 201 850-4013
	Citibank, N.A.

	 	$	100,000,000	 	 	$	0	 	 	$	0	 	 	1615 Brett Road,

Building III

New Castle, DE 19720

Attn: Loan Operations

T: 302 894-6037

F: 212 994-0961
	 	1615 Brett Road,

Building III

New Castle, DE 19720

Attn: Loan Operations

T: 302 894-6037

F: 212 994-0961
	DnB NOR Bank ASA

	 	$	100,000,000	 	 	$	0	 	 	$	0	 	 	200 Park Avenue

New York, NY 10166

Attn: Bill

Trivedi/Teresa Rosu

T: 212 681-3824/3845

F: 212 681-4123
	 	200 Park Avenue

New York, NY 10166

Attn: Bill

Trivedi/Teresa Rosu

T: 212 681-3824/3845

F: 212 681-4123
	Goldman Sachs Bank USA

	 	$	25,000,000	 	 	$	0	 	 	$	0	 	 	200 West Street

New York, NY 10282

Attn: Operations

T: 212 902-1099

F: 917 977-3966
	 	200 West Street

New York, NY 10282

Attn: Operations

T: 212 902-1099

F: 917 977-3966






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving Credit	 	Swing Line Sublimit	 	Letter of Credit Sublimit 	 	Domestic Lending	 	Eurocurrency Lending
	Name of Initial Lender	 	Commitment	 	Commitment	 	Commitment	 	Office	 	Office
	Mizuho Corporate Bank,
Ltd.

	 	$	15,000,000	 	 	$	0	 	 	$	0	 	 	1800 Plaza Ten

Jersey City, NJ 07311

Attn: Richard Komst

T: 201 626-9203

F: 201 626-9941
	 	1800 Plaza Ten

Jersey City, NJ 07311

Attn: Richard Komst

T: 201 626-9203

F: 201 626-9941
	Morgan Stanley Bank, N.A.

	 	$	25,000,000	 	 	$	0	 	 	$	0	 	 	Morgan Stanley Loan

Servicing

1300 Thames Street

Wharf, 4th floor

Baltimore, MD 21231

Attn: Loan Servicing

T: 443 627-4355

F: 718 233-2140
	 	Morgan Stanley Loan

Servicing

1300 Thames Street

Wharf, 4th floor

Baltimore, MD 21231

Attn: Loan Servicing

T: 443 627-4355

F: 718 233-2140
	Nordea Bank Finland plc

	 	$	100,000,000	 	 	$	50,000,000	 	 	$	125,000,000	 	 	437 Madison Ave,

21st Floor

New York, NY 10022

Attn: Loan

Administration

F: 212 421-4420
	 	437 Madison Ave,

21st Floor

New York, NY 10022

Attn: Loan

Administration

F: 212 421-44s20
	Skandinaviska Enskilda 

Banken AB

	 	$	50,000,000	 	 	$	0	 	 	$	0	 	 	Kungsträdgårdsgatan 8

SE — 106 40

Stockholm, Sweden 

Attn: Annika Forsberg 

T: +46 (0)8 763 85 96

F: +46 (0)8 611 03 84
	 	Kungsträdgårdsgatan 8

SE — 106 40

Stockholm, Sweden 

Attn: Annika Forsberg 

T: +46 (0)8 763 85 96

F: +46 (0)8 611 03 84
	The Bank of Nova Scotia

	 	$	35,000,000	 	 	$	0	 	 	$	0	 	 	720 King Street West,

2nd

Toronto, ON M5H 2T3

Attn: Mellissa

McMillan

T: 212 225-5705

F: 212 225-5709
	 	720 King Street West,

2nd

Toronto, ON M5H 2T3

Attn: Mellissa

McMillan

T: 212 225-5705

F: 212 225-5709
	Total:

	 	$	525,000,000	 	 	$	50,000,000	 	 	$	125,000,000	 	 	 	 	 






 









 






SCHEDULE II




DISCLOSURE SCHEDULE



Item 5.9 (b): Vessels




	 	 	 	 	 
	Vessel	 	Owner	 	Flag
	Sovereign

	 	Pullmantur Cruises Sovereign Limited
	 	Malta
	Empress

	 	Pullmantur Cruises Empress Limited
	 	Malta
	Monarch of the Seas

	 	Monarch of the Seas Inc.
	 	Bahamas
	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

	 	Pullmantur Cruises Pacific Dream
Limited
	 	Malta
	Zenith

	 	Pullmantur Cruises Zenith Ltd.
	 	Malta
	Celebrity Century

	 	Blue Sapphire Marine Inc.
	 	Bahamas
	Mariner of the Seas

	 	Mariner of the Seas Inc.
	 	Bahamas
	Celebrity Mercury

	 	Seabrook Maritime 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

	 	Islas Galapagos Turismo y Vapores CA
	 	Ecuador
	Legend of the Seas

	 	Legend of the Seas Inc.
	 	Bahamas
	Splendour of the Seas

	 	Splendour of the Seas Inc.
	 	Bahamas
	Freedom of the Seas

	 	Freedom of the Seas Inc.
	 	Bahamas






 









 






	 	 	 	 	 
	Vessel	 	Owner	 	Flag
	Azamara Journey

	 	Azamara Journey Inc.
	 	Malta
	Azamara Quest

	 	Azamara Quest Inc.
	 	Malta
	Sky Wonder

	 	Pullmantur Cruises Sky Wonder, Ltd.
	 	Malta
	Liberty of the Seas

	 	Liberty of the Seas Inc.
	 	Bahamas
	Ocean Dream

	 	Pullmantur Cruises Atlantic Ltd.
	 	Malta
	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
	Allure of the Seas

	 	Allure of the Seas Inc.
	 	Bahamas






Item 5.10: Subsidiaries




	 	 	 
	 	 	Jurisdiction of
	Name of the Subsidiary	 	Organization
	Jewel of the Seas Inc.*

	 	Liberia
	Sovereign of the Seas Shipping Inc.

	 	Liberia
	Nordic Empress Shipping Inc.

	 	Liberia
	Majesty of the Seas Inc.*

	 	Liberia
	Monarch of the Seas Inc.*

	 	Liberia
	Admiral Management Inc.

	 	Liberia
	GG Operations Inc.

	 	Delaware
	Island for Science Inc.

	 	Indiana
	Labadee Investments Ltd.

	 	Cayman Islands
	Societe Labadee Nord, S.A.

	 	Haiti
	Royal Caribbean Cruise Line A/S

	 	Norway
	Eastern Steamship Lines Inc.

	 	Liberia
	Grandeur of the Seas Inc.*

	 	Liberia
	Enchantment of the Seas Inc.*

	 	Liberia
	Rhapsody of the Seas Inc.*

	 	Liberia
	Vision of the Seas Inc.*

	 	Liberia
	Voyager of the Seas Inc.*

	 	Liberia






2









 






	 	 	 
	 	 	Jurisdiction of
	Name of the Subsidiary	 	Organization
	Explorer of the Seas Inc.*

	 	Liberia
	Royal Celebrity Tours Inc.

	 	Delaware
	White Sand Inc.

	 	Liberia
	Radiance of the Seas Inc.*

	 	Liberia
	Adventure of the Seas Inc.*

	 	Liberia
	RCL (UK) Ltd.

	 	U.K.
	Navigator of the Seas Inc.*

	 	Liberia
	Northwest Adventures Inc.

	 	Delaware
	Serenade of the Seas Inc.*

	 	Liberia
	Royal Beverage Cruise Sales LLC

	 	Delaware
	Mariner of the Seas Inc.*

	 	Liberia
	Beverage Cruise Sales LLC

	 	Texas
	Celebrity Cruise Lines Inc.

	 	Cayman Islands
	Celebrity Cruises Holdings Inc.

	 	Liberia
	Seabrook Maritime Inc.*

	 	Liberia
	Esker Marine Shipping Inc.

	 	Liberia
	Blue Sapphire Marine Inc.*

	 	Liberia
	Fantasia Cruising Inc.

	 	Liberia
	Celebrity Cruises Inc.

	 	Liberia
	Zenith Shipping Corporation

	 	Liberia
	Millennium Inc.*

	 	Liberia
	Infinity Inc.*

	 	Liberia
	Summit Inc.*

	 	Liberia
	Constellation Inc.*

	 	Liberia
	Galapagos Cruises Inc.

	 	Liberia
	Islas Galapagos Turismo y Vapores C.A.*

	 	Ecuador
	Cape Liberty Cruise Port LLC

	 	Delaware
	Legend of the Seas Inc.*

	 	Liberia
	Splendour of the Seas Inc.*

	 	Liberia
	RCL Investments Ltd.

	 	U.K.
	Tenth Avenue Holdings, S.A. de C.V.

	 	Mexico
	The Scholar Ship Program LLC

	 	Delaware
	Royal Caribbean Cruises Espana S.L.

	 	Spain






3









 






	 	 	 
	 	 	Jurisdiction of
	Name of the Subsidiary	 	Organization
	Puerto de Cruceros y Marina de las Islas de la Bahia, S.A. de CV.

	 	Honduras
	Freedom of the Seas Inc.*

	 	Liberia
	RCL Holdings Cooperatief U.A.

	 	The Netherlands
	Pullmantur S.A.

	 	Spain
	Pullmantur Cruises, S.L.

	 	Spain
	Pullmantur Cruises Oceanic Ltd.

	 	Malta
	Pullmantur Cruises Blue Dream Ltd.

	 	Malta
	Pullmantur Cruises Blue Moon, Ltd.

	 	Malta
	Pullmantur Cruises Sky Wonder, Ltd.*

	 	Malta
	CDF Bleu de France Limited

	 	Malta
	Pullmantur Cruises Ship Management Ltd.

	 	Malta
	Pullmantur Ship Management Ltd.

	 	Bahamas
	Pullmantur -Turismo E Viagens Unipessoal, LDA.

	 	Portugal
	Royal Caribbean Holdings de Espana S.L.

	 	Spain
	Royal Caribbean Cruises (Asia) Pte. Ltd

	 	Singapore
	Azamara Journey Inc.*

	 	Liberia
	Azamara Quest Inc.*

	 	Liberia
	Pullmantur Cruises Zenith Limited*

	 	Malta
	Pullmantur Cruises Empress Limited*

	 	Malta
	Pullmantur Cruises Atlantic Limited*

	 	Malta
	Liberty of the Seas Inc.*

	 	Liberia
	CDF Croisieres de France S.A.S.

	 	France
	RCL Holdings St. Lucia Limited

	 	St. Lucia
	St. Kitts Development Company Limited

	 	St. Lucia
	Independence of the Seas Inc.*

	 	Liberia
	St. Maarten Quarter Development Company N.V.

	 	St. Maarten
	Celebrity Solstice Inc.*

	 	Liberia
	Oasis of the Seas Inc.*

	 	Liberia
	Royal Caribbean Cruzeiros (Brasil) Ltda.

	 	Brazil
	Celebrity Eclipse Inc.*

	 	Liberia
	Celebrity Equinox Inc.*

	 	Liberia
	Celebrity Solstice IV Inc.

	 	Liberia
	Celebrity Solstice V Inc.

	 	Liberia






4









 






	 	 	 
	 	 	Jurisdiction of
	Name of the Subsidiary	 	Organization
	Cruises Turismo Mexico, S.A. de C.V.

	 	Mexico
	Pullmantur Cruises Pacific Dream Limited*

	 	Malta
	Pullmantur Cruises Sovereign Limited*

	 	Malta
	Royal Caribbean Cruises (Australia) Pty. Ltd.

	 	Australia
	Sunshine Cruise Holidays Ltd.

	 	U.K.
	Falmouth Development Company Limited

	 	St. Lucia
	Falmouth Land Company Limited

	 	St. Lucia
	Falmouth Port Company Limited

	 	St. Lucia
	Falmouth Jamaica Development Company Limited

	 	Jamaica
	Falmouth Jamaica Land Company Limited

	 	Jamaica
	Falmouth Jamaica Port Company Limited

	 	Jamaica
	Allure of the Seas Inc.*

	 	Liberia
	Cruise 1st Australia Pty Ltd.

	 	Australia
	Royal Celebrity Mexico Servicios S.A. de C.V.

	 	Mexico
	RCL Cruises Ltd.

	 	U.K.
	Mundinauta Viajes Espana, S.L.

	 	Spain








 




			
	*	 	Shipholding companies






5











 





EXHIBIT A




FORM OF NOTE




			
	 	 	 
	$____________
	 	___________, ___






     FOR VALUE RECEIVED, the undersigned, Royal Caribbean Cruises Ltd., a Liberian corporation (the
“Borrower”), promises to pay to the order
of ___________________________ (the
“Lender”) on the Termination Date (as defined in the Credit Agreement described below)
applicable to the Lender the principal sum
of _____________________________
DOLLARS ($_______)
or, if less, the aggregate unpaid principal amount of all Advances shown on the schedule attached
hereto (and any continuation thereof) made by the Lender pursuant to that certain Credit Agreement,
dated as of November 19, 2010 (together with all amendments and other modifications, if any, from
time to time thereafter made thereto, the “Credit Agreement”), among the Borrower, Nordea
Bank Finland plc, New York branch, as Administrative Agent, and the various financial institutions
(including the Lender) as are, or shall from time to time become, parties thereto.



     The Borrower also promises to pay interest on the unpaid principal amount hereof from time to
time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and,
after maturity, until paid, at the rates per annum and on the dates specified in the Credit
Agreement. Both principal and interest in respect of each Revolving Credit Advance (i) in Dollars
are payable in lawful money of the United States of America to the Agent at its account maintained
at 437 Madison Avenue, New York, New York 10022, in same day funds and (ii) in any Committed
Currency are payable in such currency at the applicable Payment Office in same day funds.



     This Note is a Note referred to in, and evidences Indebtedness incurred under, the Credit
Agreement, to which reference is made for a statement of the terms and conditions on which the
Borrower is permitted and required to make prepayments and repayments of principal of the
Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be
immediately due and payable. Unless otherwise defined, terms used herein have the meanings
provided in the Credit Agreement.



     All Advances made by the Lender to the Borrower under the Credit Agreement and all payments of
principal hereof by the Borrower to the Lender shall be recorded by the Lender and endorsed on the
Schedule attached hereto (and any continuation thereof); provided that the failure by the
Lender to set forth such Advances, payments and other information on such Schedule shall not in any
manner affect the obligation of the Borrower to repay such Advances in accordance with the terms
thereof.



 









 





     All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment
for payment, demand, protest and notice of dishonor. THIS NOTE HAS BEEN DELIVERED IN THE STATE OF
NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.



	 	 	 	 	 
	 	ROYAL CARIBBEAN CRUISES LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-2 









 






	 	 	 	 	 



SCHEDULE TO EXHIBIT A




ADVANCES AND PRINCIPAL PAYMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	 	Amount of 
Advance
 Made	 	 	Interest
 Period	 	 	Amount of 
Principal
 Repaid	 	 	Unpaid
Principal
 Balance	 	 	Total	 	 	Notation
Made By	 





A-3 









 






EXHIBIT B-1




BORROWING REQUEST

(REVOLVING CREDIT BORROWINGS)




Nordea Bank Finland plc

New York branch

437 Madison Avenue, 21st Floor

New York, NY 10022




Attention: Loan Administration




ROYAL CARIBBEAN CRUISES LTD.



Gentlemen and Ladies:




     This Borrowing Request is delivered to you pursuant to Section 2.2(a) of the Credit
Agreement, dated as of November 19, 2010 (together with all amendments, if any, from time to time
made thereto, the “Credit Agreement”), among Royal Caribbean Cruises Ltd., a Liberian
corporation (the “Borrower”), certain financial institutions and Nordea Bank Finland plc,
New York branch, as Administrative Agent (the “Administrative Agent”). Unless otherwise
defined herein or the context otherwise requires, terms used herein have the meanings provided in
the Credit Agreement.



          The undersigned hereby gives you notice, irrevocably, pursuant to Section 2.2 of the Credit
Agreement that the undersigned hereby requests a Revolving Credit Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to such Borrowing (the
“Proposed Borrowing”) as required by Section 2.2(a) of the Credit Agreement:





     (i) The Business Day of the Proposed
Borrowing is _____________, 201___.




     (ii) The Type of Advances comprising the Proposed Borrowing is [Base Rate Advances]
[LIBO Rate Advances].




     (iii) The aggregate
amount of the Proposed Borrowing is $_____________][for a
Revolving Credit Borrowing in a Committed Currency, list currency and amount of Revolving
Credit Borrowing].




     [(iv) The initial Interest Period for each LIBO Rate Advance made as part of the
Proposed Borrowing is ___ month[s].]



     The Borrower hereby acknowledges that, pursuant to Section 4.2(b) of the Credit
Agreement, each of the delivery of this Borrowing Request and the acceptance by the Borrower of the
proceeds of the Advances requested hereby constitute a representation and warranty by the Borrower
that, on the date of such Advances (before and after giving effect thereto and to the application
of the proceeds therefrom), all statements set forth in Section 4.2(a) are true and correct
in all material respects.



     The Borrower agrees that if prior to the time of the Borrowing requested hereby any matter
certified to herein by it will not be true and correct at such time as if then made, it will
immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the
time of the Borrowing



 









 




requested hereby the Administrative Agent shall receive written notice to the contrary from the
Borrower, each matter certified to herein shall be deemed once again to be certified as true and
correct at the date of such Borrowing as if then made.




     Please wire transfer the proceeds of the Borrowing to the accounts of the following persons at
the financial institutions indicated respectively:



	 	 	 	 	 	 	 
	Amount to be	 	Person to be Paid	 	Name, Address, etc.
	Transferred	 	Name	 	Account No.	 	of Transferee Lender
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention: 

	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention: 

	 
	 	 	 	 	 	 
	Balance of
such proceeds

	 	The Borrower	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention: 







     The Borrower has caused this Borrowing Request to be executed and delivered, and the
certification and warranties contained herein to be made, by its duly Authorized Officer this ______ day
of __________, 201___.



	 	 	 	 	 
	 	ROYAL CARIBBEAN CRUISES LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-1-2 









 






EXHIBIT B-2




BORROWING REQUEST

(SWING LINE BORROWINGS)




Nordea Bank Finland plc

New York branch

437 Madison Avenue, 21st Floor

New York, NY 10022



Attention: Loan Administration




ROYAL CARIBBEAN CRUISES LTD.



Gentlemen and Ladies:





     This Borrowing Request is delivered to you pursuant to Section 2.2(b) of the Credit
Agreement, dated as of November 19, 2010 (together with all amendments, if any, from time to time
made thereto, the “Credit Agreement”), among Royal Caribbean Cruises Ltd., a Liberian
corporation (the “Borrower”), certain financial institutions and Nordea Bank Finland plc,
New York branch, as Administrative Agent (the “Administrative Agent”). Unless otherwise
defined herein or the context otherwise requires, terms used herein have the meanings provided in
the Credit Agreement.



          The undersigned hereby gives you notice, irrevocably, pursuant to Section 2.2 of the Credit
Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that
connection sets forth below the information relating to such Borrowing (the “Proposed
Borrowing”) as required by Section 2.2(b) of the Credit Agreement:





     (i) The Business Day of the Proposed
Borrowing is ____________, 201___.




     (ii) The aggregate amount of the
Proposed Borrowing is $___________].



     The Borrower hereby acknowledges that, pursuant to Section 4.2(b) of the Credit
Agreement, each of the delivery of this Borrowing Request and the acceptance by the Borrower of the
proceeds of the Advances requested hereby constitute a representation and warranty by the Borrower
that, on the date of such Advances (before and after giving effect thereto and to the application
of the proceeds therefrom), all statements set forth in Section 4.2(a) are true and correct
in all material respects.



     The Borrower agrees that if prior to the time of the Borrowing requested hereby any matter
certified to herein by it will not be true and correct at such time as if then made, it will
immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the
time of the Borrowing requested hereby the Administrative Agent shall receive written notice to the
contrary from the Borrower, each matter certified to herein shall be deemed once again to be
certified as true and correct at the date of such Borrowing as if then made.



 









 





     Please wire transfer the proceeds of the Borrowing to the accounts of the following persons at
the financial institutions indicated respectively:




	 	 	 	 	 	 	 
	Amount to be	 	Person to be Paid	 	Name, Address, etc.
	Transferred	 	Name	 	Account No.	 	of Transferee Lender
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention: 

	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention: 

	 
	 	 	 	 	 	 
	Balance of
such proceeds

	 	The Borrower	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention: 






     The Borrower has caused this Borrowing Request to be executed and delivered, and the
certification and warranties contained herein to be made, by its duly Authorized Officer this ____
day of _________, 201___.



	 	 	 	 	 
	 	ROYAL CARIBBEAN CRUISES LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-2-2 









 






EXHIBIT C




INTEREST PERIOD NOTICE




Nordea Bank Finland plc

New York branch

437 Madison Avenue, 21st Floor

New York, NY 10022




Attention: Loan Administration




ROYAL CARIBBEAN CRUISES LTD.



Gentlemen and Ladies:





     This Interest Period Notice is delivered to you pursuant to the Credit Agreement, dated as of
November 19, 2010 (together with all amendments, if any, from time to time made thereto, the
“Credit Agreement”), among Royal Caribbean Cruises Ltd., a Liberian corporation (the
“Borrower”), certain financial institutions and Nordea Bank Finland plc, New York branch,
as Administrative Agent (the “Administrative Agent”). Unless otherwise defined herein or
the context otherwise requires, terms used herein have the meanings provided in the Credit
Agreement.



     The Borrower hereby requests that on ____________________, 201__,




     (1) $___________ of the presently outstanding principal amount of the Advances
originally made on ____________, ____ [and $___________ of the presently outstanding
principal amount of the Advances originally made on __________, ____],




     (2) be continued as LIBO Rate Advances having an Interest Period of ___ months.



     The Borrower has caused this Interest Period Notice to be executed and delivered by its
Authorized officer this ________ day of _________, 201___.



	 	 	 	 	 
	 	ROYAL CARIBBEAN CRUISES LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





EXHIBIT D-1




[Form of Opinion of Bradley Stein, Esq.]




________, 2010



To the Lenders party to the

   Credit Agreement referred to

   below and to Nordea Bank Finland plc,

   New York branch

   as Administrative Agent




Gentlemen:




     I am the General Counsel of Royal Caribbean Cruises Ltd. (“RCCL”) and have acted in
that capacity in connection with the Credit Agreement dated as of November 19, 2010 (the
“Credit Agreement”) between RCCL, the Lenders referred to therein and Nordea Bank Finland
plc, New York branch, as Administrative Agent.



     In connection with the opinions expressed herein, I have examined originals or copies
certified or otherwise identified to my satisfaction of such agreements, documents, certificates,
and other statements of such governmental officials and corporate officers and other
representatives of the corporations referred to herein and other papers as I have deemed relevant
and necessary as a basis for such opinions. In making such examinations I have assumed the
genuineness of all signatures and the conformity with the originals of all documents submitted to
me as copies. As to facts material to my opinion, I have relied on the representations, warranties
and statements made in or pursuant to the Credit Agreement and the other documents referred to
herein and upon certificates of public officials and certificates and other written or oral
statements of officers and other representatives of the corporations named herein.



     Unless otherwise defined herein, the capitalized terms used herein shall have the meanings
assigned to them in the Credit Agreement.



     Based on the foregoing and subject to the qualifications and exceptions expressed herein, it
is my opinion that:




     (i) no registration or other official action in the State of Florida is required in
order to render the Credit Agreement or any of the other Loan Documents enforceable against
RCCL;




     (ii) to the extent that their respective incomes are excludable from United States
Income Taxation pursuant to Section 883 of the Internal Revenue Code, none of RCCL and its
Principal Subsidiaries is, or under current law will be, taxable on its income under the
Revenue Code of the State of Florida. In addition, RCCL is not required, as a matter of the
law of the State of Florida, to withhold income tax with respect to any interest or
principal payments it is or may be required to make under the Loan Documents;




     (iii) To the best of my knowledge, the execution, delivery and performance by RCCL of
the Credit Agreement and the other Loan Documents, and the consummation of the transactions
contemplated thereby do not contravene any contractual or legal restriction contained in any
indentures, loan or credit agreements, leases, guarantees, mortgages, security agreements,
bonds, notes and other agreements or instruments, or any orders, writs, judgments, awards,



 









 







injunctions and decrees, that affect or purport to affect RCCL’s right to borrow money
or RCCL’s obligations under the Credit Agreement or any of the other Loan Documents; and




     (iv) To the best of my knowledge, there are no pending or overtly threatened actions or
proceedings against RCCL or any of its Subsidiaries before any court, governmental agency or
arbitrator that purport to affect the legality, validity, binding effect or enforceability
of the Credit Agreement or any of the other Loan Documents or the consummation of the
transactions contemplated thereby or that are likely to have a materially adverse effect
upon the financial condition or operations of RCCL or any of its Subsidiaries.


The opinions expressed above are subject to the following further qualifications: (i) no opinion is
expressed herein as to the choice of law provisions contained in the Agreements, (ii) no opinion is
expressed herein as to the necessity of any of the Lenders to be qualified to do business in the
State of Florida or to make any filings in connection therewith and (iii) no opinion is expressed
herein as to laws other than the laws of the State of Florida.




     This opinion is solely for the benefit of the Lenders and the Administrative Agent and is not
to be relied on by any other person.



Very truly yours,




D-1-2 









 





EXHIBIT D-2




[Form of Opinion of Watson, Farley & Williams (New York) LLP]




_______, 2010



To the Lenders party to the

   Credit Agreement referred to

   below and to Nordea Bank Finland plc,

   New York branch

   as Administrative Agent



Gentlemen:




     We have acted as legal counsel on matters of Liberian law and New York law to Royal Caribbean
Cruises Ltd., a Liberian corporation (the “Borrower”), in connection with (a) a Credit
Agreement dated as of November 19 (the “Credit Agreement”) and made between (1) the
Borrower, (2) the Lenders (as defined therein) as several lenders, and (3) Nordea Bank Finland plc,
New York branch (the “Administrative Agent”) in respect of a revolving credit facility in
the maximum aggregate amount of $525,000,000, and (b) the Notes referred to in the Credit Agreement
(collectively, together with the Credit Agreement, the “Documents”). Terms defined in the
Credit Agreement shall have the same meaning when used herein.



     With reference to the Documents you have asked for our opinion on the matters set forth below.
In rendering this opinion we have examined executed copies of the Documents. We have also
examined originals or photostatic copies or certified copies of all such agreements and other
instruments, certificates by public officials and certificates of officers of the Borrower as are
relevant and necessary and relevant corporate authorities of the Borrower. We have assumed with
your approval, the genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original documents of all documents submitted to us as
copies, the power, authority and legal right of the parties to the Documents other than the
Borrower to enter into and perform their respective obligations under each of the Documents, and
the due authorization of the execution of the Documents by all parties thereto other than the
Borrower.



     As to questions of fact material to this opinion, we have, when relevant facts were not
independently established, relied upon certificates of public officials and of officers or
representatives of the Borrower.



     We are attorneys admitted to practice in the State of New York and do not purport to be
experts in the laws of any other jurisdiction. Insofar as our opinion relates to the law of the
Republic of Liberia, we have relied on opinions of counsel in Liberia rendered in transactions
which we consider to afford a satisfactory basis for such opinion, and upon our independent
examinations of the Liberian Corporation Act of 1948 (Chapter 1 of Title 4 of the Liberian Code of
Laws of 1956, effective March 1, 1958 as amended to July, 1973), the Liberian Business Corporation
Act of 1976 (Title 5 of the Liberian Code of Laws Revised of 1976, effective January 3, 1977 as
amended) (the “Business Corporation Act”), the Liberian Maritime Law (Title 21 of the
Liberian Code of Laws of 1956 as amended), and the Revenue Code of Liberia (2000), the regulations
thereunder and an opinion dated December 23, 2004 addressed by the Minister of Justice and Attorney
General of the Republic of Liberia to the LISCR Trust Company, made available to us by Liberian
Corporation Services, Inc. and the Liberian International Ship & Corporate Registry, LLC, and our
knowledge and interpretation of analogous laws in the United States. In rendering our opinion as
to the valid existence in good standing of the Borrower, we have relied on



 









 




Certificates of Good Standing issued by order of the Minister of Foreign Affairs of the Republic of
Liberia on
[__________], 201__.




     This opinion is limited to the law of the Republic of Liberia and the law of the State of New
York. We express no opinion as to the laws of any other jurisdiction.



     Based upon and subject to the foregoing and having regard to the legal considerations which we
deem relevant, we are of the opinion that:




	1.	 	The Borrower is a corporation duly incorporated, validly existing under the aforementioned
Business Corporation Act and in good standing under the law of the Republic of Liberia;






	2.	 	The Borrower has full right, power and authority to enter into, execute and deliver the
Documents and to perform each and all of its obligations under the Documents;






	3.	 	Each of the Documents has been executed and delivered by a duly authorized signatory of the
Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with its terms;






	4.	 	Neither the execution of, nor the performance of its obligations under, any of the Documents
by the Borrower will contravene any existing applicable law, regulation or restrictions of the
Republic of Liberia or the State of New York and no consents or approvals of, or exemptions
by, any Liberian or New York governmental or public bodies and authorities are required in
connection with the execution and delivery by the Borrower of the Documents;






	5.	 	Neither the execution nor delivery of any of the Documents, nor the transactions contemplated
therein, nor compliance with the terms and conditions thereof, will contravene any provisions
of Liberian or New York law or regulation or violate any provisions of the Articles of
Incorporation or the Bylaws of the Borrower;






	6.	 	It is not necessary to file, record or register any of the Documents or any instrument
relating thereto or effect any other official action in any public office or elsewhere in the
Republic of Liberia or the State of New York to render any such document enforceable against
the Borrower;






	7.	 	Assuming that no more than 25% of the total combined voting power and no more than 25% of the
total value of the outstanding equity stock of the Borrower is beneficially owned, directly or
indirectly, by persons resident in Liberia and that the Borrower does not, either directly or
indirectly by persons resident in the Republic of Liberia and that the Borrower does not,
either directly or through agents acting on its behalf, engage in Liberia in the pursuit of
gain or profit with a degree of continuity or regularity, the Borrower is not required or
entitled under any existing applicable law or regulation of the Republic of Liberia to make
any withholding or deduction in respect of any tax or otherwise from any payment which it is
or may be required to make under any of the Documents;






	8.	 	Assuming none of the Documents having been executed in the Republic of Liberia, no stamp or
registration or similar taxes or charges are payable in the Republic of Liberia in respect of
any of the Documents or the enforcement thereof in the courts of the Republic of Liberia other
than customary court fees payable in litigation in the courts of the Republic of Liberia;




D-2-2 









 












	9.	 	Assuming that the shares of the Borrower and the Principal Subsidiaries are not owned,
directly or indirectly, by the Republic of Liberia or any other sovereign under Liberian law,
neither the Borrower nor any of the Principal Subsidiaries nor the property or assets of any
of them (including in the case of the Principal Subsidiaries any of the Vessels and their
earnings and insurances and requisition compensation) is immune from the institution of legal
proceedings or the obtaining or execution of a judgment in the Republic of Liberia; and






	10.	 	Under Liberian law the choice by the Borrower of the law of the State of New York to govern
the Credit Agreement and the Notes is a valid choice of law and the irrevocable submission
thereunder by the Borrower to the jurisdiction of the Supreme Court of the State of New York
for the County of New York and for the United States District Court for the Southern District
of New York is a valid submission to such courts. In the event a judgment of such courts
against the Borrower was obtained after service of process in the manner specified in the
Credit Agreement, the same would be enforced by the courts of the Republic of Liberia without
further review on the merits unless: (i) the judgment was obtained by fraud; or (ii) the
judgment was given in a manner contrary to natural justice or the judgment was given in a
manner contrary to the public policy of the Republic of Liberia; or (iii) the judgment was in
a case in which the defendant did not appear or in which an authorized person did not appear
in such defendant’s behalf; or (iv) the judgment was not for a specific ascertained sum of
money; or (v) the judgment was not final and conclusive in accordance with the laws of the
jurisdiction in which the judgment was obtained.





     We qualify our opinion to the extent that (i) the enforceability of the rights and remedies
provided for in the Documents (a) may be limited by bankruptcy, reorganization, insolvency,
moratorium and other similar laws affecting generally the enforcement of creditors’ rights and (b)
is subject to general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law), including application by a court of competent jurisdiction of
principles of good faith, fair dealing, commercial reasonableness, materiality, unconscionability
and conflict with public policy or similar principles, and (ii) while there is nothing in the law
of the Republic of Liberia that prohibits a Liberian corporation from submitting to the
jurisdiction of a forum other than the Republic of Liberia, the enforceability of such submission
to jurisdiction provisions is not dependent upon Liberian law and such provisions may not be
enforceable under the law of a particular jurisdiction.


A copy of this opinion letter may be delivered by any of you to any Person that becomes a Lender in
accordance with the provisions of the Credit Agreement. Any such Lender may rely on the opinion
expressed above as if this opinion letter were addressed and delivered to such Lender on the date
hereof.



This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to
advise you or any other Lender who is permitted to rely on the opinion expressed herein as
specified in the next preceding paragraph of any development or circumstance of any kind including
any change of law or fact that may occur after the date of this opinion letter even though such
development, circumstance or change may affect the legal analysis, a legal conclusion or any other
matter set forth in or relating to this opinion letter. Accordingly, any Lender relying on this
opinion letter at any time should seek advice of its counsel as to the proper application of this
opinion letter at such time.




Very truly yours,




D-2-3 









 





EXHIBIT E




LENDER ASSIGNMENT AGREEMENT





	To:  	 	Royal Caribbean Cruises, Ltd.
	 
	To:  	 	Nordea Bank Finland plc, New York branch

as the Administrative Agent





ROYAL CARIBBEAN CRUISES LTD.



Gentlemen and Ladies:




     We refer to clause (b) of Section 11.11.1 of the Credit Agreement, dated as of
November 19, 2010 (together with all amendments and other modifications, if any, from time to time
thereafter made thereto, the “Credit Agreement”), among Royal Caribbean Cruises, Ltd., a
Liberian corporation (the “Borrower”), the various financial institutions (the
“Lenders”) as are, or shall from time to time become, parties thereto, and Nordea Bank
Finland plc, New York branch, as administrative agent (the “Administrative Agent”) for the
Lenders. Unless otherwise defined herein or the context otherwise requires, terms used herein have
the meanings provided in the Credit Agreement.


This agreement is delivered to you pursuant to clause (b) of Section 11.11.1 of the
Credit Agreement and also constitutes notice to each of you, pursuant to clause (a) of
Section 11.11.1 of the Credit Agreement, of the assignment and delegation to __________
(the “Assignee”) of __% of [the Advances (including participations in Letters of Credit)
and Revolving Credit] [the Swing Line] [the Letter of Credit] Commitment of __________ (the
“Assignor”) outstanding under the Credit Agreement on the date hereof. After giving effect
to the foregoing assignment and delegation, the Assignor’s and the Assignee’s Ratable Shares for
the purposes of the Credit Agreement are set forth opposite such Person’s name on the signature
pages hereof.



[Add paragraph dealing with accrued interest and fees with respect to Advances assigned.]




     The Assignee hereby acknowledges and confirms that it has received a copy of the Credit
Agreement and the exhibits related thereto, together with copies of the documents which were
required to be delivered under the Credit Agreement as a condition to the making of the Advances
thereunder. The Assignee further confirms and agrees that in becoming a Lender and in making its
Commitment and Advances under the Credit Agreement, such actions have and will be made without
recourse to, or representation or warranty by the Administrative Agent.



     Except as otherwise provided in the Credit Agreement, effective as of the date of acceptance
hereof by the Administrative Agent




     (a) the Assignee




     (i) shall be deemed automatically to have become a party to the Credit
Agreement, have all the rights and obligations of a [“Lender”] [“Issuing
Bank”][“Swing Line Bank”] under the Credit Agreement and the other Loan Documents as
if it were an original signatory thereto to the extent specified in the second
paragraph hereof;




     (ii) agrees to be bound by the terms and conditions set forth in the Credit
Agreement and the other Loan Documents as if it were an original signatory thereto;
and



 









 






     (b) the Assignor shall be released from its obligations under the Credit Agreement and
the other Loan Documents to the extent specified in the second paragraph hereof.



     The Assignor and the Assignee hereby agree that the [Assignor] [Assignee] will pay to the
Administrative Agent the processing fee referred to in Section 11.11.1 of the Credit
Agreement upon the delivery hereof.



     The Assignee hereby advises each of you of the following administrative details with respect
to the assigned Advances and Commitment and requests the Administrative Agent to acknowledge
receipt of this document:




	 	(A)	 	Address for Notices:






	 	 	 	Institution Name:
	 
	 	 	 	Attention:
	 
	 	 	 	Domestic Office:
	 
	 	 	 	Telephone:
	 
	 	 	 	Facsimile:
	 
	 	 	 	Telex (Answerback)
	 
	 	 	 	Lending Office:
	 
	 	 	 	Telephone:
	 
	 	 	 	Facsimile:
	 
	 	 	 	Telex (Answerback):






	 	(B)	 	Payment Instructions:





     The Assignee agrees to furnish the tax form required by last paragraph of Section 3.6
(if so required) of the Credit Agreement no later than the date of acceptance hereof by the
Administrative Agent.



     This Agreement may be executed by the Assignor and Assignee in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.



E-2 









 





	 	 	 

	Adjusted Ratable Share

	 	[ASSIGNOR]






	 	 	 

	[Revolving Credit] [Letter of
Credit] [Swing Line] Commitment

	[ and 

Advances]:

	 	_________%






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 

	Ratable
Share

	 	[ASSIGNEE]






	 	 	 

	[Revolving Credit] [Letter of
Credit] [Swing Line] Commitment

	[ and 

Advances]:

	 	_________%







	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Accepted and Acknowledged this

___ day of ___________, ____.



NORDEA BANK FINLAND PLC,

as Administrative Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




E-3