EX-10.1 Credit Agreement



 





Exhibit 10.1




EXECUTION COPY




€750,000,000




CREDIT AGREEMENT,




dated as of November 7, 2006




ROYAL CARIBBEAN CRUISES LTD.,

as the Borrower,




and




CITIGROUP GLOBAL MARKETS INC.

and

GOLDMAN SACHS CREDIT PARTNERS, L.P.

as Co-Lead Arrangers and Co-Bookrunners




and




CITICORP NORTH AMERICA, INC.

as Administrative Agent




and




GOLDMAN SACHS CREDIT PARTNERS, L.P.

as Syndication Agent




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE	 
	 
	 	 	 	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS AND ACCOUNTING TERMS
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.1. Defined Terms
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.2. Use of Defined Terms
	 	 	11	 
	 
	 	 	 	 
	SECTION 1.3. Cross-References
	 	 	11	 
	 
	 	 	 	 
	SECTION 1.4. Accounting and Financial Determinations
	 	 	12	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	COMMITMENTS, BORROWING PROCEDURES AND NOTES
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.1. Commitments
	 	 	12	 
	 
	 	 	 	 
	SECTION 2.2. Reduction of Commitment Amount
	 	 	12	 
	 
	 	 	 	 
	SECTION 2.3. Borrowing Procedure
	 	 	13	 
	 
	 	 	 	 
	SECTION 2.4. Election of Interest Periods
	 	 	13	 
	 
	 	 	 	 
	SECTION 2.5. Funding
	 	 	13	 
	 
	 	 	 	 
	SECTION 2.6. Notes
	 	 	13	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.1. Repayments and Prepayments
	 	 	14	 
	 
	 	 	 	 
	SECTION 3.2. Interest Provisions
	 	 	14	 
	 
	 	 	 	 
	SECTION 3.3. Commitment Fees
	 	 	16	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	CERTAIN INDEX RATE AND OTHER PROVISIONS
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.1. Index Rate Lending Unlawful
	 	 	17	 
	 
	 	 	 	 
	SECTION 4.2. Deposits Unavailable
	 	 	17	 






i









 






	 	 	 	 	 
	 	 	 	 
	SECTION 4.3. Increased Index Rate Loan Costs, etc.
	 	 	18	 
	 
	 	 	 	 
	SECTION 4.4. Funding Losses
	 	 	19	 
	 
	 	 	 	 
	SECTION 4.5. Increased Capital Costs
	 	 	20	 
	 
	 	 	 	 
	SECTION 4.6. Taxes
	 	 	20	 
	 
	 	 	 	 
	SECTION 4.7. Reserve Costs
	 	 	22	 
	 
	 	 	 	 
	SECTION 4.8. Replacement Lenders, etc.
	 	 	23	 
	 
	 	 	 	 
	SECTION 4.9. Payments, Computations, etc.
	 	 	23	 
	 
	 	 	 	 
	SECTION 4.10. Sharing of Payments
	 	 	24	 
	 
	 	 	 	 
	SECTION 4.11. Setoff
	 	 	24	 
	 
	 	 	 	 
	SECTION 4.12. Use of Proceeds
	 	 	25	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	CONDITIONS TO BORROWING
	 	 	 	 
	SECTION 5.1. Effectiveness
	 	 	25	 
	 
	 	 	 	 
	SECTION 5.2. The Loans
	 	 	26	 
	 
	 	 	 	 
	SECTION 5.3. The Borrowing
	 	 	27	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.1. Organization, etc.
	 	 	27	 
	 
	 	 	 	 
	SECTION 6.2. Due Authorization, Non-Contravention, etc.
	 	 	27	 
	 
	 	 	 	 
	SECTION 6.3. Government Approval, Regulation, etc.
	 	 	28	 
	 
	 	 	 	 
	SECTION 6.4. Compliance with Environmental Laws
	 	 	28	 
	 
	 	 	 	 
	SECTION 6.5. Validity, etc.
	 	 	28	 
	 
	 	 	 	 
	SECTION 6.6. Financial Information
	 	 	28	 
	 
	 	 	 	 
	SECTION 6.7. No Defaults under Material Agreements
	 	 	28	 
	 
	 	 	 	 
	SECTION 6.8. No Default, Event of Default or Prepayment Event
	 	 	28	 






ii









 






	 	 	 	 	 
	 	 	 	 
	SECTION 6.9. Litigation
	 	 	28	 
	 
	 	 	 	 
	SECTION 6.10. Vessels
	 	 	29	 
	 
	 	 	 	 
	SECTION 6.11. Subsidiaries
	 	 	29	 
	 
	 	 	 	 
	SECTION 6.12. Obligations rank pari passu
	 	 	29	 
	 
	 	 	 	 
	SECTION 6.13. Withholding, etc.
	 	 	29	 
	 
	 	 	 	 
	SECTION 6.14. No Filing, etc. Required
	 	 	29	 
	 
	 	 	 	 
	SECTION 6.15. No Immunity
	 	 	29	 
	 
	 	 	 	 
	SECTION 6.16. Pension Plans
	 	 	30	 
	 
	 	 	 	 
	SECTION 6.17. Investment Company Act
	 	 	30	 
	 
	 	 	 	 
	SECTION 6.18. Regulation U
	 	 	30	 
	 
	 	 	 	 
	SECTION 6.19. Accuracy of Information
	 	 	30	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.1. Affirmative Covenants
	 	 	30	 
	 
	 	 	 	 
	SECTION 7.2. Negative Covenants
	 	 	33	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	EVENTS OF DEFAULT
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.1. Listing of Events of Default
	 	 	37	 
	 
	 	 	 	 
	SECTION 8.2. Action if Bankruptcy
	 	 	39	 
	 
	 	 	 	 
	SECTION 8.3. Action if Other Event of Default
	 	 	39	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 
	PREPAYMENT EVENTS
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.1. Listing of Prepayment Events
	 	 	39	 
	 
	 	 	 	 
	SECTION 9.2. Mandatory Prepayment
	 	 	41	 






iii









 






	 	 	 	 	 
	 	 	 	 
	ARTICLE X
	 	 	 	 
	 
	 	 	 	 
	THE AGENTS
	 	 	 	 
	 
	 	 	 	 
	SECTION 10.1. Actions
	 	 	41	 
	 
	 	 	 	 
	SECTION 10.2. Funding Reliance, etc.
	 	 	42	 
	 
	 	 	 	 
	SECTION 10.3. Exculpation
	 	 	42	 
	 
	 	 	 	 
	SECTION 10.4. Successor
	 	 	42	 
	 
	 	 	 	 
	SECTION 10.5. Loans by the Agents
	 	 	43	 
	 
	 	 	 	 
	SECTION 10.6. Credit Decisions
	 	 	43	 
	 
	 	 	 	 
	SECTION 10.7. Copies, etc.
	 	 	44	 
	 
	 	 	 	 
	SECTION 10.8. Agency Fee
	 	 	44	 
	 
	 	 	 	 
	SECTION 10.9. Other Agents
	 	 	44	 
	 
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 	 
	 
	 	 	 	 
	SECTION 11.1. Waivers, Amendments, etc.
	 	 	44	 
	 
	 	 	 	 
	SECTION 11.2. Notices
	 	 	45	 
	 
	 	 	 	 
	SECTION 11.3. Payment of Costs and Expenses
	 	 	46	 
	 
	 	 	 	 
	SECTION 11.4. Indemnification
	 	 	47	 
	 
	 	 	 	 
	SECTION 11.5. Survival
	 	 	48	 
	 
	 	 	 	 
	SECTION 11.6. Severability
	 	 	48	 
	 
	 	 	 	 
	SECTION 11.7. Headings
	 	 	48	 
	 
	 	 	 	 
	SECTION 11.8. Execution in Counterparts, Effectiveness, etc.
	 	 	48	 
	 
	 	 	 	 
	SECTION 11.9. Governing Law
	 	 	48	 
	 
	 	 	 	 
	SECTION 11.10. Successors and Assigns
	 	 	49	 
	 
	 	 	 	 
	SECTION 11.11. Sale and Transfer of Loans and Note; Participations in Loans and Note
	 	 	49	 
	 
	 	 	 	 
	SECTION 11.12. Other Transactions
	 	 	51	 






iv









 






	 	 	 	 	 
	 	 	 	 
	SECTION 11.13. Forum Selection and Consent to Jurisdiction
	 	 	51	 
	 
	 	 	 	 
	SECTION 11.14. Process Agent
	 	 	52	 
	 
	 	 	 	 
	SECTION 11.15. Judgment
	 	 	52	 
	 
	 	 	 	 
	SECTION 11.16. Waiver of Jury Trial
	 	 	53	 






v









 






	 	 	 	 	 
	SCHEDULES
	 	 	 	 
	 
	SCHEDULE I

	 	-
	 	Disclosure Schedule
	 
	EXHIBITS
	 	 	 	 
	 
	Exhibit A

	 	-
	 	Form of Note
	 
	Exhibit B

	 	-
	 	Form of Borrowing Request
	 
	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
	 
	Exhibit F

	 	-
	 	Form of Opinion of Shearman & Sterling LLP






vi









 





CREDIT AGREEMENT




     THIS CREDIT AGREEMENT, dated as of November 7, 2006, is among ROYAL CARIBBEAN CRUISES LTD., a
Liberian corporation (the “Borrower”), the various financial institutions as are or shall
become parties hereto (collectively, the “Lenders”), and CITICORP NORTH AMERICA, INC.
(“Citibank”), as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders.



W I T N E S S E T H:




     WHEREAS, the Borrower desires to obtain Commitments from the Lenders pursuant to which Loans,
in a maximum aggregate principal amount not to exceed €750,000,000 (or the equivalent thereof in
U.S. dollars), will be made to the Borrower on the Closing Date; and



     WHEREAS, the Lenders are willing, on the terms and subject to the conditions hereinafter set
forth (including Article V), to extend such Commitments and make such Loans to the
Borrower; and



     WHEREAS, the proceeds of such Loans will be used to finance the acquisition (the
“Acquisition”) of 100% of the capital stock of
Pullmantur, S.A., to refinance certain indebtedness of Pullmantur,
S.A. and/or its subsidiaries and to pay related fees and
expenses;



     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.



     “Acquisition” is defined in the third recital.



     “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.



     “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) Goldman Sachs Credit Partners,
L.P. in its capacity as agent 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 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 Margin” means, as of any date, the percentage per annum set forth below
opposite the Senior Debt Rating on such date provided by S&P and Moody’s:



	 	 	 	 	 	 	 	 	 
	Senior Debt Rating	 	Applicable Margin
	(S&P)	 	(Moody’s)	 	 	 	 
	BBB or higher
	 	Baa2 or higher	 	 	0.550	%
	BBB-
	 	Baa3	 	 	0.625	%
	BB+
	 	Ba1	 	 	0.750	%
	BB
	 	Ba2	 	 	1.000	%
	BB- or lower
	 	Ba3 or lower	 	 	1.250	%





provided that:





     (a) if at any time the Senior Debt Rating provided by Moody’s differs from the Senior
Debt Rating provided by S&P by one level, the Applicable Margin shall be the percentage per
annum set forth opposite the higher of such two Senior Debt Ratings;




     (b) if at any time the Senior Debt Rating provided by Moody’s differs from the Senior
Debt Rating provided by S&P by more than one level, the Applicable Margin shall be the
percentage per annum set forth opposite the rating one level below the higher of such two
Senior Debt Ratings;




     (c) if at any time a Senior Debt Rating is provided by one of but not both Moody’s and
S&P, the Applicable Margin shall be determined by reference to the Senior Debt Rating
provided by the agency which gives such rating; and




     (d) if at any time no Senior Debt Rating is provided by Moody’s and no Senior Debt
Rating is provided by S&P, the Applicable Margin shall be the percentage per annum set forth
opposite the Senior Debt Ratings of BB- or lower and Ba3 or lower unless (i) within 21 days
of being notified by the Administrative Agent that both Moody’s and S&P have ceased to 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 (ii) having



2









 







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.



     “Applicable Percentage” is defined in Section 3.3.2.



     “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.



     “Borrower” is defined in the preamble.



     “Borrowing” means Loans having the same Interest Period, in the same currency and
pursuant to the same Borrowing Request in accordance with Section 2.1.



     “Borrowing Request” means a loan request and certificate duly executed by an
Authorized Officer of the Borrower, substantially in the form of Exhibit B hereto.



     “Business Day” means any day which is neither a Saturday or Sunday nor a legal holiday
on which banks are authorized or required to be closed in New York City or London, and if the
applicable Business Day relates to the Borrowing, an Interest Period, prepayment or conversion, in
each case with respect to any Loan bearing interest by reference to the Index Rate, on which
dealings in deposits in Dollars are carried on in the London interbank market (or, in the case of
any Loan denominated in Euro, on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System is open).



     “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, 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.



3









 





     “Closing Date” means the date of the funding of the Loans in accordance with
Section 2.3, which date shall be no later than January 31, 2007.



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



     “Commitment” means, relative to any Lender, such Lender’s obligation to make a Loan
pursuant to Section 2.1.1.



     “Commitment Amount” means, on any date, €750,000,000, as such amount shall be reduced
from time to time pursuant to Section 2.2.



     “Commitment Fees” is defined in Section 3.3.



     “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.



     “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.



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



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



     “Effective Date” is defined in Section 5.1.



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



     “EURIBO Rate” means, relative to any Interest Period for Loans denominated in Euros,
the rate per annum of the offered quotation for deposits in Euros for delivery on the first day of
such Interest Period and for the duration thereof which appears on Telerate Page 248 at or about
11:00 a.m., Brussels time, two Business Days before the commencement of such Interest Period,
provided that:



4









 






     (a) subject to Section 3.2.4, if no such offered quotation appears on Telerate
Page 248 at the relevant time, the EURIBO Rate shall be the rate per annum certified by the
Administrative Agent to be the average of the rates quoted by the Reference Lenders as the
rate at which each of the Reference Lenders was (or would have been) offered deposits of
Euros by prime banks in the London interbank eurocurrency market in an amount approximately
equal to the amount of each such Reference Lender’s Loan for the relevant Borrowing and for
a period approximately equal to such Interest Period; and




     (b) for the purposes of determining the post-maturity rate of interest under
Section 3.2.2, the EURIBO Rate shall be determined by reference to deposits on an
overnight or call basis or for such other period or periods as the Administrative Agent may
determine after consultation with the Borrower and the Lenders.



     “Euro” and “€”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 referred to in the EMU legislation.



     “Event of Default” is defined in Section 8.1.



     “Existing Debt” means the obligations of the Borrower or its Subsidiaries in
connection with (i) the Loan Facility Agreement with respect to the vessel CENTURY, dated November
29, 1993 between KfW and Blue Sapphire Marine Inc., (ii) the Loan Facility Agreement with respect
to the vessel GALAXY, dated November 29, 1993 between KfW and Esker Marine Shipping Inc, and (iii)
the Bareboat Charterparty with respect to the vessel BRILLIANCE OF THE SEAS dated July 5, 2002
between Halifax Leasing (September) Limited and RCL (UK) LTD, and 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 Effective Date.



     “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.



5









 





     “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




     (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



6









 







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.



     “Index Rate” means, in the case of Loans denominated in Euro, the EURIBO Rate and, in
the case of Loans denominated in Dollars, the LIBO Rate.



     “Interest Payment Date” means any date on which interest is payable with respect to
Loans pursuant to clause (c) of Section 3.2.3.



     “Interest Period” means, relative to any Loans, the period beginning on (and
including) the date on which such Loan is made or continued pursuant to Section 2.3 or
2.4 and shall end on (but exclude) the day which numerically corresponds to such date one,
three, six or nine months thereafter or, if such month has no numerically corresponding day, on the
last Business Day of such month, in either case as the Borrower may select in its relevant notice
pursuant to Section 2.3 or 2.4; provided that:




     (a) the Borrower shall not be permitted (i) to select Interest Periods to be in effect
at any one time which have expiration dates occurring on more than 15 different dates or
(ii) except to the extent provided in Section 2.4, to have outstanding more than six
one-month Interest Periods with respect to any Loan in any 12-month period (unless otherwise
agreed to by the Required Lenders);




     (b) Interest Periods commencing on the same date for Loans comprising part of the same
Borrowing shall be of the same duration (without limiting the ability of the Borrower to
have more than one Borrowing on the same date); and




     (c) if such Interest Period would otherwise end on a day which is not a Business Day,
such Interest Period shall end on the next following Business Day (unless such next
following Business Day is the first Business Day of a calendar month, in which case such
Interest Period shall end on the Business Day next preceding the first Business Day of such
calendar month).



     “Interest Period Notice” means a certificate duly executed by an Authorized Officer of
the Borrower, substantially in the form of Exhibit C hereto.



7









 





     “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.



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



     “Lenders” is defined in the preamble.



     “Lending Office” means, relative to any Lender, the office of such Lender designated
as such below its signature hereto or designated in a Lender Assignment Agreement or Assumption
Agreement or such other office of a Lender as designated from time to time by notice from such
Lender to the Borrower and the Administrative Agent, whether or not outside the United States,
which shall be making or maintaining the Loan of such Lender hereunder.



     “LIBO Rate” means, relative to any Interest Period for Loans denominated in Dollars,
the rate per annum of the offered quotation for deposits in Dollars for delivery on the first day
of such Interest Period and for the duration thereof which appears on Telerate Page 3750 at or
about 11:00 a.m. (London time) two Business Days before the commencement of such Interest Period;
provided that:




     (c) subject to Section 3.2.4, if no such offered quotation appears on Telerate
Page 3750 at the relevant time, the LIBO Rate shall be the rate per annum certified by the
Administrative Agent to be the average of the rates quoted by the Reference Lenders as the
rate at which each of the Reference Lenders was (or would have been) offered deposits of
Dollars by prime banks in the London interbank eurocurrency market in an amount
approximately equal to the amount of each such Reference Lender’s Loan for the relevant
Borrowing and for a period approximately equal to such Interest Period; and




     (d) for the purposes of determining the post-maturity rate of interest under
Section 3.2.2, the LIBO Rate shall be determined by reference to deposits on an
overnight or call basis or for such other period or periods as the Administrative Agent may
determine after consultation with the Borrower and the Lenders.



     “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” is defined in Section 2.1.1.



     “Loan Documents” means this Agreement and the Notes.



8









 





     “Material Adverse Effect” means a material adverse effect on (a) the business,
operations or financial condition of the Borrower and its Principal Subsidiaries taken as a whole,
(b) the rights and remedies of the Administrative Agent or any Lender 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 6.9.



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



     “Net Cash Proceeds” means, with respect to the incurrence or issuance of any debt or
the sale or issuance of any equity interests by the Borrower or any of its Subsidiaries, the
aggregate amount of cash received from time to time (whether as initial consideration or through
payment or disposition of deferred consideration but only as and when received) by or on behalf of
such Person in connection with such transaction after deducting therefrom only (without
duplication) (a) reasonable and customary brokerage commissions, underwriting fees and discounts,
legal and accounting fees, filing fees, finder’s fees and other similar fees and commissions and
expenses and (b) the amount of taxes payable in connection with or as a result of such transaction.



     “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 under the Credit Agreement dated as of March 27, 2003, as
amended, among the Borrower, the lenders parties thereto and Citibank, N.A., as
administrative agent; and




     (b) the issuance and sale of equity securities.



     “Note” means a promissory note of the Borrower payable to any Lender, in the form of
Exhibit A hereto (as such promissory note may be amended, endorsed or otherwise modified
from time to time), evidencing the aggregate Indebtedness of the Borrower to such Lender resulting
from the outstanding Loans made by such Lender, and also means all other promissory notes accepted
from time to time in substitution therefor or renewal thereof.



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



9









 





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



     “Overnight Rate” means the European overnight index average, being the annual rate of
the day-to-day euro interbank money market to be computed by the European System of Central Lenders
which is expected to be published on the display designated a “Page 247” on Reuters (or such page
or service as may replace it for the purpose of displaying the annual rates of the day-to-day euro
interbank money market. 



     “Participant” is defined in Section 11.11.2.



     “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.



     “Percentage” means, relative to any Lender, the percentage set forth opposite its
signature hereto or as set forth in the applicable Lender Assignment Agreement, as such percentage
may be adjusted from time to time pursuant to Section 4.8 or pursuant to Lender Assignment
Agreement(s) executed by such Lender and its Assignee Lender(s) and delivered pursuant to
Section 11.11.1.



     “Person” means any natural person, corporation, partnership, 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 9.1.



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



     “Reference Lenders” means Citibank and JPMorgan Chase Bank, N.A. and includes each
replacement Reference Lender appointed by the Administrative Agent pursuant to Section
3.2.4.



     “Required Lenders” means, at any time, Lenders that, in the aggregate, hold more than
50% of the aggregate unpaid principal amount of the Loans or, if no such principal amount is then
outstanding, Lenders that in the aggregate have more than 50% of the Commitments.



     “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).



     “Stated Maturity Date” means the date that is 364 days after the Closing Date.



10









 





     “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.



     “Taxes” is defined in Section 4.6.



     “Telerate Page 248” means the display designated as “Page 248” on the Moneyline
Telerate Service (or such other page as may replace Page 248 on that service or such other service
as may be nominated by the Banking Federation of the European Union as the information vendor for
the purpose of displaying Banking Federation of the European Union Settlement Rates for deposits in
Euro).



     “Telerate Page 3750” means the display designated as “Page 3750” on the Moneyline
Telerate Service (or such other page as may replace Page 3750 on that service or such other service
as may be nominated by the British Bankers’ Association as the information vendor for the purpose
of displaying British Bankers’ Association Interest Settlement Rates for deposits in Dollars).



     “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, Borrowing Request, notice and
other communication delivered from time to time in connection with this Agreement or the Notes.



     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,



11









 







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 Note shall be interpreted, all accounting determinations
and computations hereunder or thereunder (including under Section 7.2.4) 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, as a result of any change in GAAP or in the
interpretation thereof after the date of the financial statements referred to in Section
6.6, 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 effect of such change would (in the reasonable
opinion of the Borrower and the Agents) be such as to affect the basis or efficacy of the covenants
contained in Section 7.2.4 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. Commitments. On the terms and subject to the conditions of this
Agreement (including Article V), each Lender severally agrees to make a Loan pursuant to the
Commitments described in this Section 2.1.



          SECTION 2.1.1. Commitment of Each Lender. On the Closing Date, each Lender will make
a loan (relative to such Lender, its “Loan”) to the Borrower equal to such Lender’s
Percentage of the aggregate amount of the Borrowing requested by the Borrower to be made on such
day. The commitment of each Lender described in this Section 2.1.1 is herein referred to
as its “Commitment”. Any amount of the Loans that are prepaid or repaid may not be
reborrowed.




     SECTION 2.2. Reduction of Commitment Amount. The Commitment Amount is subject to
reduction from time to time pursuant to this Section 2.2.



          SECTION 2.2.1. Optional. The Borrower may, from time to time on any Business Day
occurring prior to the Closing Date, voluntarily reduce the Commitment Amount; provided
that all such reductions shall be made pro rata among the Lenders and shall require
at least three Business Days’ prior notice to the Administrative Agent and be permanent, and any




12









 







partial reduction of the Commitment Amount shall be in a minimum amount of €10,000,000 and in a
multiple of €1,000,000.




          SECTION 2.2.2. Mandatory. On and after the Closing Date, after giving effect to the
Borrowing made on such date, the Commitment Amount shall be zero.




     SECTION 2.3. Borrowing Procedure. By delivering a Borrowing Request to the
Administrative Agent on or before 11:00 a.m., New York time, on a Business Day, the Borrower may
irrevocably request, on not less than two Business Days’ notice, that a Borrowing be made in a
minimum amount of €10,000,000 and a multiple of €1,000,000 (or the Equivalent thereof in Dollars),
or in the unused amount of the Commitments. On the terms and subject to the conditions of this
Agreement, the Borrowing shall be made on the Business Day specified in such Borrowing Request. On
or before 11:00 a.m., New York time, on the Business Day specified in the Borrowing Request, each
Lender shall, without any set-off or counterclaim, deposit with the Administrative Agent same day
funds in an amount equal to such Lender’s Percentage of the requested Borrowing. Such deposit will
be made to an account which the Administrative Agent shall specify from time to time by notice to
the Lenders. To the extent funds are so received from the Lenders, the Administrative Agent shall,
without any set-off or counterclaim, make such funds available to the Borrower on the Business Day
specified in the Borrowing Request by wire transfer of same day funds to the accounts the Borrower
shall have specified in its Borrowing Request. No Lender’s obligation to make a Loan shall be
affected by any other Lender’s failure to make a Loan.



     SECTION 2.4. Election of Interest Periods. By delivering an Interest Period Notice
to the Administrative Agent on or before 11:00 a.m., New York time, on a Business Day, the Borrower
may from time to time irrevocably elect, on not less than two Business Days’ notice that all, or
any portion in an aggregate minimum amount of €10,000,000 and a multiple of €1,000,000 (or the
Equivalent thereof in Dollars) (or the remaining amount of any Borrowing), of Loans included in any
Borrowing be continued as Loans with an Interest Period of one, three, six or nine months duration;
provided that each such continuation shall be pro rated among the applicable outstanding Loans of
all Lenders included in such Borrowing. In the absence of delivery of an Interest Period Notice
with respect to any Loan at least two Business Days before the last day of the then current
Interest Period with respect thereto, such Loan shall, on such last day, automatically be continued
as a Loan with an Interest Period of one-month’s duration.



     SECTION 2.5. Funding. Each Lender may, if it so elects, fulfill its obligation to
make or continue its Loan hereunder by causing one of its foreign branches or Affiliates (or an
international banking facility created by such Lender) to make or maintain such Loan;
provided that such Loan shall nonetheless be deemed to have been made and to be held by
such Lender, and the obligation of the Borrower to repay such Loan shall nevertheless be to such
Lender for the account of such foreign branch, Affiliate or international banking facility.



     SECTION 2.6. Notes. Each Lender’s Loan under its Commitment shall be evidenced by a
Note payable to the order of such Lender in a maximum principal amount equal to such Lender’s
Percentage of the original Commitment Amount. The Borrower hereby irrevocably authorizes each
Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s
Note (or on any continuation of such grid), which notations, if made, shall



13









 







evidence, inter
alia, the date of, the outstanding principal of, and the interest rate and Interest Period
applicable to the Loan evidenced thereby, provided that the failure of any Lender to make
any such notations shall not limit or otherwise affect any Obligations of the Borrower.



ARTICLE III




REPAYMENTS, PREPAYMENTS, INTEREST AND FEES




     SECTION 3.1. Repayments and Prepayments. (a) Optional. The Borrower may,
from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the
outstanding principal amount of the Loans; provided that




     (i) any such prepayment shall be made pro rata among all Loans
included in the same Borrowing;




     (ii) all such voluntary prepayments shall require at least two Business Days’
prior written notice to the Administrative Agent; and




     (iii) all such voluntary partial prepayments shall be in an aggregate minimum
amount of €10,000,000 and a multiple of €1,000,000 (or the Equivalent thereof in
Dollars) (or the remaining amount of the Loans being prepaid); and



          (b) Mandatory. The Borrower shall





     (i) immediately upon any acceleration of the Stated Maturity Date of the Loans
pursuant to Section 8.2 or 8.3 or the mandatory repayment of the
Loans pursuant to Section 9.2, repay all Loans; and




     (ii) on the date and in the amount of the receipt by the Borrower or any of its
Subsidiaries of Net Cash Proceeds from (A) equity transactions in the capital
markets, (B) the incurrence or issuance of debt having a maturity of more than 270
days in the capital markets or (C) the incurrence of debt in the syndicated
commercial bank market (other than, in the case of each of clauses (B) and (C), in
connection with (1) purchase money financing of a vessel or other assets and (2)
refinancing of any debt under any existing syndicated credit facility), repay the
Loans in an aggregate amount equal to the amount of such Net Cash Proceeds. Any
such repayment shall be applied pro rata among all Loans in the same
Borrowing.


Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty,
except as may be required by Section 4.4.




     SECTION 3.2. Interest Provisions. Interest on the outstanding principal amount of
Loans shall accrue and be payable in accordance with this Section 3.2.



          SECTION 3.2.1. Rates. (a) the Borrower shall pay interest on the Loans at a rate per
annum during each Interest Period equal to the sum of the Index Rate for such Interest Period plus
the Applicable Margin.




14









 









     (b) All Loans shall bear interest from and including the first day of the applicable
Interest Period to (but not including) the last day of such Interest Period at the interest
rate determined as applicable to such Loan.



          SECTION 3.2.2. Post-Maturity Rates. After the date any principal amount of any Loan
is due and payable (whether on the Stated Maturity 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 extent permitted by law, interest (after as well as before judgment) on 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) to be equal to the sum of (a) the rate of interest applicable to Loans at such time
pursuant to Section 3.2.1 above plus (c) 2% per annum.




          SECTION 3.2.3. Payment Dates. Interest accrued on each Loan shall be payable, without
duplication:





     (a) on the Stated Maturity Date therefor;




     (b) on the date of any payment or prepayment, in whole or in part, of principal
outstanding on such Loan (but only on the principal so paid or prepaid);




     (c) on the last day of each applicable Interest Period (and, if such Interest Period
shall exceed three months, on each date occurring at three month intervals after the
commencement of such Interest Period; and




     (d) on that portion of any Loans the Stated Maturity Date of which is accelerated
pursuant to Section 8.2 or Section 8.3, immediately upon such acceleration.


Interest accrued on Loans or other monetary Obligations arising under this Agreement or any Note
after the date such amount is due and payable (whether on Stated Maturity Date, upon acceleration
or otherwise) shall be payable upon demand.




          SECTION 3.2.4. Interest Rate Determination; Replacement Reference Lenders. Each
Reference Lender agrees to furnish to the Administrative Agent timely information for the purpose
of determining the Index Rate in the event that no offered quotation appears on Telerate Page 248
or Telerate Page 3750, as applicable, and the Index Rate is to be determined by reference to
quotations supplied by the Reference Lenders. 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




15









 







to the Borrower and to the
Lenders each determination of the Index Rate made by reference to quotations of interest rates
furnished by Reference Lenders.




     SECTION 3.3. Commitment Fees. The Borrower agrees to pay to the Administrative Agent
for the account of each Lender a commitment fee (the “Commitment Fees”) on the average
daily unused portion of the Commitment Amount, for the period commencing on the Effective Date and
continuing through the Closing Date, as set forth in this Section 3.3.



          SECTION 3.3.1. Payment.





     (a) The Commitment Fees shall be payable by the Borrower in arrears on the last day of
each February, May, August and November (or if such day is not a Business Day, the next
succeeding Business Day), commencing with the first such date following the Effective Date
and ending on the Closing Date.




     (b) The Commitment Fees payable to the Lenders shall be payable by the Borrower in an
amount equal to the product of the Applicable Percentage for Commitment Fees as set forth in
Section 3.3.2, multiplied by the average daily unused portion of the Commitment Amount,
multiplied by the actual number of days elapsed from the earlier of November 30, 2006 and
the Effective Date to the Closing Date, divided by 360. Each payment of Commitment Fee to
the Lenders shall be allocated by the Administrative Agent on the basis of each Lender’s
Percentage of the unused portion of the Commitment Amount for the actual number of days
elapsed.



          SECTION 3.3.2. Applicable Percentage. On the Closing Date (and subject to
adjustment as provided below), the Applicable Percentage shall be the percentage per annum set
forth below opposite the Senior Debt Rating on such date provided by S&P and Moody’s:




	 	 	 	 	 
	Senior Debt Rating	 	Applicable
	(S&P)	 	(Moody’s)	 	Percentage
	BBB or higher
	 	Baa2 or higher	 	.080%
	BBB-
	 	Baa3	 	.100%
	BB+
	 	Ba1	 	.125%
	BB
	 	Ba2	 	.150%
	BB- or lower
	 	Ba3 or lower	 	.200%





provided that:





     (a) if at any time the Senior Debt Rating provided by Moody’s differs from the Senior
Debt Rating provided by S&P by one level, the Applicable Percentage shall be the percentage
per annum set forth opposite the higher of such two Senior Debt Ratings;




     (b) if at any time the Senior Debt Rating provided by Moody’s differs from the Senior
Debt Rating provided by S&P by more than one level, the
Applicable



16









 







Percentage shall be the
percentage per annum set forth opposite the rating one level below the higher of such two
Senior Debt Ratings;




     (c) if at any time a Senior Debt Rating is provided by one of but not both Moody’s and
S&P, the Applicable Percentage shall be determined by reference to the Senior Debt Rating
provided by the agency which gives such rating; and




     (d) if at any time no Senior Debt Rating is provided by Moody’s and no Senior Debt
Rating is provided by S&P, the Applicable Percentage shall be the percentage per annum set
forth opposite the Senior Debt Ratings of BB- or lower and Ba3 or lower unless (i) within 21
days of being notified by the Administrative Agent that both Moody’s and S&P have ceased to
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 (ii) 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.



ARTICLE IV




CERTAIN INDEX RATE AND OTHER PROVISIONS




     SECTION 4.1. Index 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 Loan bearing interest at a rate based on the Index Rate, the
obligations of such Lender to make, continue or maintain any Loans bearing interest at a rate based
on the Index 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 Loans
hereunder shall be automatically converted into an obligation to make, continue and maintain Loans
bearing interest at a rate to be negotiated between such Lender and the Borrower that is the
equivalent of the sum of the Index Rate for the relevant Interest Period plus the
Applicable Margin or, if such negotiated rate is not agreed upon by the Borrower and such Lender
within fifteen Business Days, a rate equal to the Overnight Rate (in the case of Loans denominated
in Euros) or the Federal Funds Rate (in the case of Loans denominated in Dollars) from time to time
in effect plus the Applicable Margin.



     SECTION 4.2. Deposits Unavailable. If the Administrative Agent shall have determined
that:




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



17









 






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


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 plus the
Overnight Rate (in the case of Loans denominated in Euros) or the Federal Funds Rate (in the case
of Loans denominated in Dollars) from time to time in effect.




     SECTION 4.3. Increased Index Rate Loan 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 with any applicable direction, request,
requirement or guideline (whether or not having the force of law) of any governmental or other
authority insofar as it may be changed or imposed after the date hereof, shall:




     (a) subject any Lender to any taxes, levies, duties, charges, fees, deductions or
withholdings of any nature with respect to its Loan 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 4.6, withholding taxes); or




     (b) change the basis of taxation to any Lender (other than a change in taxation on the
overall net income of such Lender) 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 4.7) or other banking or monetary
controls or requirements which affect the manner in which a Lender 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 (provided that such Lender 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 any other condition affecting its Loan,


and the result of any of the foregoing is either (i) to increase the cost to such Lender of making
Loans or maintaining its Loan or any part thereof, (ii) to reduce the amount of any payment
received by such Lender or its effective return hereunder or on its capital or (iii) to cause such
Lender to make any payment or to forego any return based on any amount received or receivable


18









 






 by
such Lender hereunder, then and in any such case if such increase or reduction in the opinion of
such Lender materially affects the interests of such Lender, (A) the Lender 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, be otherwise disadvantageous to
such Lender and (B) the Borrower shall forthwith upon demand pay to the Administrative Agent for
the account of such Lender such amount as is necessary to compensate such Lender for such
additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of
such adjustment. 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, (iii) describe the manner in which such amount has been
calculated, (iv) certify that the method used to calculate such amount is the Lender’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’s jurisdiction of organization or in the relevant jurisdiction in which
such Lender does business. Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such
compensation; provided that the Borrower shall not be required to compensate a Lender
pursuant to this Section for any increased costs or reductions incurred more than three months
prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such
increased costs or reductions and of such Lender’s intention to claim compensation therefor;
provided further that, if the circumstance giving rise to such increased 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 notifies the Borrower of the circumstance giving rise to such cost or reductions
and of such Lender’s intention to claim compensation therefor.




     SECTION 4.4. 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 Loan as an Index Rate Loan as
a result of:




     (a) any conversion or repayment or prepayment of the principal amount of any Loans 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 Loans not being made in accordance with the Borrowing Request therefor due to
the fault of the Borrower or as a result of any of the conditions precedent set forth in
Article V 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.




19









 








     SECTION 4.5. 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 or any Person controlling such Lender, and the rate of return on its or
such controlling Person’s capital as a consequence of its Commitment or the Loans made by such
Lender is reduced to a level below that which such Lender 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 to the Borrower, the Borrower shall immediately pay
directly to such Lender additional amounts sufficient to compensate such Lender 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’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 does business. In determining such amount, such Lender may use any method of
averaging and attribution that it shall, subject to the foregoing sentence, deem applicable. Each
Lender 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, be otherwise disadvantageous to such Lender. Failure or delay on the part
of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such
Lender’s right to demand such compensation; provided that the Borrower shall not be
required to compensate a Lender pursuant to this Section for any increased costs or reductions
incurred more than three months prior to the date that such Lender notifies the Borrower of the
circumstance giving rise to such reductions and of such Lender’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 notifies the Borrower of the circumstance giving rise to such reductions and of such
Lender’s intention to claim compensation therefor.



     SECTION 4.6. Taxes. All payments by the Borrower of principal of, and interest on,
the Loans 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 franchise taxes and taxes imposed on or measured by any Lender’s net income or receipts
of such Lender and franchise taxes imposed in lieu of net income taxes or receipts, by the
jurisdiction under the laws of which such Lender is organized or any political subdivision thereof
or the jurisdiction of such Lender’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



20









 







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;




     (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 Lenders such additional
amount or amounts as is necessary to ensure that the net amount actually received by each
Lender will equal the full amount such Lender 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 with
respect to any payment received by the Administrative Agent or such Lender hereunder or under the
Notes, the Administrative Agent or such Lender 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 Person claiming any additional amounts payable pursuant to this Section 4.6 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 Person, be otherwise disadvantageous to such
Person.



     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 Lenders, the required
receipts or other required documentary evidence, the Borrower shall indemnify the Lenders for any
incremental withholding Taxes, interest or penalties or expenses that may become payable by any
Lender 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 to provide timely notice to the Borrower of the assertion of a
liability related to the payment of Taxes). For purposes of this Section 4.6, a
distribution hereunder by the Administrative Agent or any Lender to or for the account of any
Lender shall be deemed a payment by the Borrower.



     If any Lender 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 4.6 or by
reason of any payment made by the Borrower pursuant to Section 4.3, such Lender shall use
reasonable efforts to obtain such refund, credit, deduction or other reduction and, promptly after
receipt thereof (and, in the case of any such credit, utilization thereof), will pay to the
Borrower such amount (plus any interest received by such Lender in connection with such refund,
credit, deduction or reduction) as is equal to the net after-tax value to such Lender of such part
of such



21









 







refund, credit, deduction or reduction as such Lender reasonably determines is allocable to
such tax or such payment, less out-of-pocket expenses incurred by such Lender, provided
that no Lender shall be obligated to disclose to the Borrower any information regarding its tax
affairs or tax computations.



     Each Lender (and each Participant) that is organized under the laws of a jurisdiction other
than the United States agrees with the Borrower and the Administrative Agent that it will (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
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 or
Participant, on or prior to the date of the relevant assignment or participation), and (b) notify
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. For any period with
respect to which a Lender (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 or if such form otherwise is not required hereunder)
such Lender (or Participant) shall not be entitled to the benefits of this Section 4.6 with respect
to Taxes imposed by reason of such failure.



     SECTION 4.7. Reserve Costs. Without in any way limiting the Borrower’s obligations
under Section 4.3, the Borrower shall pay to each Lender on the last day of each Interest
Period, 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 Loan for each day
during such Interest Period:




     (i) the principal amount of such Loan 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 Loan for such Interest
Period as provided in this Agreement (less the Applicable Margin) 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.




22









 








     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 4.8. Replacement Lenders, etc. If the Borrower shall be required to make any
payment to any Lender pursuant to Section 4.3, 4.4, 4.5, 4.6 or
4.7, 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 of such required payment to (a) terminate such Lender’s Commitment and such Lender’s right
to receive any Commitment Fee accruing after such termination and that portion of the Commitment
Amount represented by such Lender’s Commitment (whereupon the Percentages of each other Lender
shall automatically be adjusted to an amount equal to each such Lender’s ratable share of the
remaining Commitment Amount), (b) prepay the affected portion of such Lender’s Loan in full,
together with accrued interest thereon through the date of such prepayment (provided that
the Borrower shall not prepay any such Lender pursuant to this clause (b) without replacing such
Lender 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), and/or (c)
replace such Lender with another bank 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 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 under this Agreement and (ii) no Lender 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 shall have received one or more payments from either the
Borrower or one or more Assignee Lenders in an aggregate amount at least equal to the outstanding
aggregate principal amount of the Loans owing to such Lender, together with accrued interest
thereon to the date of payment of such principal amount and all other amounts payable to such
Lender under this Agreement. Each Lender represents and warrants to the Borrower that, as of the
date of this Agreement (or, with respect to any Lender not a party hereto on the date hereof, on
the date that such Lender becomes a party hereto), there is no existing treaty, law, regulation,
regulatory requirement, interpretation, directive, guideline, decision or request pursuant to which
such Lender would be entitled to request any payments under any of Sections 4.3,
4.4, 4.5, 4.6 and 4.7 to or for account of such Lender.



     SECTION 4.9. Payments, Computations, etc. (a) Unless otherwise expressly provided,
all payments by the Borrower pursuant to this Agreement or the Notes shall be made by the Borrower
to the Administrative Agent for the pro rata account of the Lenders entitled to receive such
payment. All such payments required to be made to the Administrative Agent shall be made, without
setoff, deduction or counterclaim, not later than 11:00 a.m., New York time, on the date due, in
same day or immediately available funds through the New York Clearing House Interbank Payments
System (or such other funds as may be customary for the settlement of international banking
transactions in Dollars), to such account as the Administrative Agent shall specify from time to
time by notice to the Borrower. Funds received after that time shall be deemed to have been
received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent
shall promptly (but in any event on the same Business Day that the same are received or, as
contemplated in the immediately preceding sentence, deemed



23









 







received) remit in same day funds to
each Lender its share, if any, of such payments received by the Administrative Agent for the
account of such Lender without any setoff, deduction or counterclaim. All interest and fees shall
be computed on the basis of the actual number of days (including the first day but excluding the
last day) occurring during the period for which such interest or fee is payable over a year
comprised of 360 days. Whenever any payment to be made shall otherwise be due on a day which is
not a Business Day, such payment shall (except as otherwise required by clause (c) of the
definition of the term “Interest Period”) be made on the next succeeding Business Day and
such extension of time shall be included in computing interest and fees, if any, in connection with
such payment.



     SECTION 4.10. Sharing of Payments. If any Lender shall obtain any payment or other
recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any
Loan (other than pursuant to the terms of Sections 4.3, 4.4, 4.5,
4.6 and 4.7) in excess of its pro rata share of payments then or
therewith obtained by all Lenders, such Lender shall purchase from the other Lenders such
participations in Loans made by them as shall be necessary to cause such purchasing Lender to share
the excess payment or other recovery ratably with each of them; provided that if all or any
portion of the excess payment or other recovery is thereafter recovered from such purchasing
Lender, the purchase shall be rescinded and each Lender which has sold a participation to the
purchasing Lender shall repay to the purchasing Lender the purchase price to the ratable extent of
such recovery together with an amount equal to such selling Lender’s ratable share (according to
the proportion of (a) the amount of such selling Lender’s required repayment to the purchasing
Lender to (b) the total amount so recovered from the purchasing Lender) of any interest or
other amount paid or payable by the purchasing Lender in respect of the total amount so recovered.
The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to
this Section may, to the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to Section 4.9) with respect to such participation as fully as if such
Lender were the direct creditor of the Borrower in the amount of such participation. If under any
applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu
of a setoff to which this Section applies, such Lender shall, to the extent practicable, exercise
its rights in respect of such secured claim in a manner consistent with the rights of the Lenders
entitled under this Section to share in the benefits of any recovery on such secured claim.



     SECTION 4.11. Setoff. Upon the occurrence and during the continuance of a Default or
Prepayment Event, each Lender and each of its Affiliates shall have, to the extent permitted by
applicable law, the right to appropriate and apply to the payment of the Obligations then due and
owing to it any and all balances, credits, deposits, accounts or moneys of the Borrower then or
thereafter maintained with such Lender or such Affiliate; provided that any such
appropriation and application shall be subject to the provisions of Section 4.10. Each
Lender (for itself and on behalf of its Affiliates) agrees promptly to notify the Borrower and the
Administrative Agent after any such setoff and application made by such Lender or its Affiliates;
provided that the failure to give such notice shall not affect the validity of such setoff
and application. The rights of each Lender and its Affiliates under this Section are in addition
to other rights and remedies (including other rights of setoff under applicable law or otherwise)
which such Lender and its Affiliates may have.



24









 





     SECTION 4.12. 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
Loan 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 V




CONDITIONS TO BORROWING




     SECTION 5.1. Effectiveness. The obligations of the Lenders to fund the initial
Borrowing shall be effective on and as of the first date (the “Effective Date”) on which
each of the conditions precedent set forth in this Section 5.1 shall have been satisfied.



          SECTION 5.1.1. Resolutions, etc. The Administrative Agent shall have received from
the Borrower:





     (a) a certificate, dated the Effective 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 may conclusively rely until it shall have
received a further certificate of the Secretary of the Borrower canceling or
amending such prior certificate; and




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



          SECTION 5.1.2. Delivery of Notes. The Administrative Agent shall have received, for
the account of the respective Lenders, the Notes duly executed and delivered by the Borrower.




          SECTION 5.1.3. Opinions of Counsel. The Administrative Agent shall have received
opinions, dated the Effective Date and addressed to the Agents and each Lender, from:





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




     (b) 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; and



25









 






     (c) Shearman & Sterling LLP, counsel to the Administrative Agent, substantially in the
form of Exhibit F hereto.



          SECTION 5.1.4. Financial Statements. The Administrative Agent shall have received the
following:





     (a) the projected unaudited consolidated balance sheet of the Borrower and its
Subsidiaries as at December 31, 2006, and the related unaudited consolidated statements of
operations and cash flows of the Borrower and its Subsidiaries, in each case giving pro
forma effect to the Acquisition as of the Closing Date; and



     (b) the audited consolidated balance sheet of Pullmantur, S.A. and its Subsidiaries as at
October 31, 2005, and the related consolidated statements of operations and cash flows of the of
Pullmantur, S.A. and its Subsidiaries, in each case prepared in accordance with Spanish generally
accepted accounting principles.



          SECTION 5.1.5. Closing Fees, Expenses, etc. The Administrative Agent shall have
received for its own account, or for the account of each Lender, 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 Lenders) 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
Effective Date.




     SECTION 5.2. The Loans. The obligation of each Lender to fund any Loan on the
Closing Date shall be subject to the satisfaction of each of the conditions precedent set forth in
this Section 5.2.



          SECTION 5.2.1. Compliance with Warranties, No Default, etc. Both before and after
giving effect to such Borrowing the following statements shall be true and correct:





     (a) the representations and warranties set forth in Article VI (excluding,
however, those contained in Sections 6.10 and 6.13) shall be true and
correct with the same effect as if then made; and




     (b) 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.



          SECTION 5.2.2. Borrowing Request. The Administrative Agent shall have received a
Borrowing Request for such Borrowing. Each of the delivery of a Borrowing Request and the
acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and
warranty by the Borrower that on the date of such Borrowing (both immediately before and after
giving effect to such Borrowing and the application of the proceeds thereof) the statements made in
Section 5.2.1 are true and correct.




          SECTION 5.2.3. Acquisition. All of the conditions precedent to the consummation of
the Acquisition (other than the payment of the proceeds of the Loans) shall have been satisfied or
waived, provided that no condition shall have been waived in a manner




26









 







that is materially adverse to
the interests of the Lenders (it being understood that any postponement of the consummation of the
Acquisition would be materially adverse to the interests of the Lenders).




     SECTION 5.3. The Borrowing. For purposes of determining compliance with the
conditions specified in Section 5.1, each Lender 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 Lenders unless an officer of the
Administrative Agent responsible for the transactions contemplated by this Agreement shall have
received notice from such Lender prior to the date that the Borrower, by notice to the Lenders,
designates as the proposed Effective Date, specifying its objection thereto. The Administrative
Agent shall promptly notify the Lenders of the occurrence of the Effective Date.



ARTICLE VI




REPRESENTATIONS AND WARRANTIES




     To induce the Lenders and the Administrative Agent to enter into this Agreement and to make
Loans hereunder, the Borrower represents and warrants to the Administrative Agent and each Lender
as set forth in this Article VI as of the Effective Date and, except with respect to the
representations and warranties in Section 6.10 and 6.13, as of the date of the
Borrowing.



     SECTION 6.1. 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 6.2. 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;




     (c) contravene any court decree or order binding on the Borrower or any of its
property;




     (d) contravene any contractual restriction binding on the Borrower or any of its
property; or



27









 






     (e) result in, or require the creation or imposition of, any Lien on any of the
Borrower’s properties.



     SECTION 6.3. 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 Effective Date that have been obtained or actions not required to be
taken on or prior to the Effective 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 Effective Date, except to the extent the failure to
hold any such licenses, permits or other approvals would not have a Material Adverse Effect.



     SECTION 6.4. 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 6.5. 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 6.6. Financial Information. The consolidated balance sheet of the Borrower
and its Subsidiaries as at December 31, 2005, 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, 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, 2005 and the results of their operations for the Fiscal Year then
ended. Since December 31, 2005 there has been no material adverse change in the business,
operations or financial condition of the Borrower and its Principal Subsidiaries taken as a whole.



     SECTION 6.7. No Defaults under Material Agreements. Neither the Borrower nor any
Principal Subsidiary is in default (a) under any material agreement by which it is bound or (b) in
respect of any financial commitment or actual or contingent obligation (including obligations under
guarantees), except, in each case, to the extent that such default would not have a Material
Adverse Effect.



     SECTION 6.8. No Default, Event of Default or Prepayment Event. No Default, Event of
Default or Prepayment Event has occurred and is continuing.



     SECTION 6.9. 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



28









 







the Principal 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 6.10. 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 6.10(b) of the Disclosure Schedule,




     (c) classed as required by Section 7.1.4(b),




     (d) free of all recorded Liens, other than Liens permitted by Section 7.2.3,




     (e) insured against loss or damage in compliance with Section 7.1.5, 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
7.1.4.



     SECTION 6.11. Subsidiaries. The Borrower has no Subsidiaries on the Effective Date,
except those Subsidiaries which are identified in Item 6.11 of the Disclosure Schedule.
All Existing Principal Subsidiaries are designated with an asterisk in Item 6.11 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 7.2.7 or
such Existing Principal Subsidiary no longer owns a Vessel.



     SECTION 6.12. 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 6.13. Withholding, etc. As of the Effective 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 6.14. 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 Notes (except for filings, recordings, registrations or payments
not required to be made on or prior to the Closing Date that have been made).



     SECTION 6.15. 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



29









 







jurisdiction,judgment, attachment, set-off, execution, legal process or remedy would otherwise be permitted or
exist).



     SECTION 6.16. Pension Plans. To the extent that, at any time after the Effective
Date, there are any Pension Plans, no steps will have been taken to terminate any Pension Plan, 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 6.17. 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 6.18. 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 Loans 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.



     SECTION 6.19. Accuracy of Information. The financial and other information (other
than financial projections or other forward looking information) furnished to the Administrative
Agent and the Lenders 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 that have been furnished
to the Administrative Agent and the Lenders 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 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 Lenders 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 VII




COVENANTS




     SECTION 7.1. Affirmative Covenants. The Borrower agrees with the Administrative
Agent and each Lender 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 7.1.



          SECTION 7.1.1. 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) the following financial statements, reports, notices and information:




30









 









     (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 7.2.4 (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 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 its business,
operations or financial condition;




     (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 through the
Administrative Agent may from time to time reasonably request.



          SECTION 7.1.2. 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




31









 







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 7.1.3. 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
7.2.6);




     (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.



          SECTION 7.1.4. 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 7.1.5. 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) 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.



32









 





          SECTION 7.1.6. 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 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 7.2. Negative Covenants. The Borrower agrees with the Administrative Agent
and each Lender 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 7.2.



          SECTION 7.2.1. Business Activities. The Borrower will not, and will not permit any of
its Subsidiaries to, engage in any 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 7.2.2. 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 7.2.3; and




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



          SECTION 7.2.3. 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 vessels CENTURY, GALAXY and BRILLIANCE OF THE SEAS existing as of the
Effective Date and securing the Existing Debt (and any Lien on CENTURY, GALAXY or 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;



33









 






     (c) in addition to other Liens permitted under this Section 7.2.3, Liens
securing Indebtedness in an aggregate principal amount at any one time outstanding not
exceeding the greater of (determined at the time of creation of such Lien) (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)
$225,000,000, 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 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



34









 






     (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;




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 7.2.4. 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.




     (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, 2006 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 7.2.5. 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 the Borrower or any directly or indirectly wholly owned Subsidiary of the Borrower.




          SECTION 7.2.6. 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 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; and




     (b) so long as no 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



35









 







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 7.2.7. 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:




     (i) the aggregate net book value of all such assets sold during each 12-month
period commencing on the Effective Date, and each anniversary of the Effective Date,
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) $250,000,000, provided
however, that in no event shall the aggregate net book value of fixed assets
disposed over the life of the Agreement (determined as of the date of any such sale)
exceed 25% of Stockholders’ Equity as at the end of the most recently completed
fiscal quarter; and




     (ii) 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; and




     (d) sales of other assets in the ordinary course of business.



          SECTION 7.2.8. 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 wholly-owned 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


36









 







or arrangements in any one Fiscal Year does not exceed $25,000,000, such contracts or arrangements
shall not be subject to this Section 7.2.8.




ARTICLE VIII




EVENTS OF DEFAULT




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



          SECTION 8.1.1. Non-Payment of Obligations. The Borrower shall default in the payment
when due of any principal of or interest on any Loan, any Commitment Fee 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 Loan or of any Commitment Fee, 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; 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 8.1.2. Breach of Warranty. Any representation or warranty of the Borrower
made or deemed to be made hereunder (including any certificates delivered pursuant to Article
V) is or shall be incorrect when made in any material respect.




          SECTION 8.1.3. 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 other Loan Document (other than the covenants set forth in Section 7.2.4) 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 (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 8.1.4. 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


37









 







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





     (a) the institution of any steps by the Borrower, any member of its Controlled Group or
any other Person to terminate a Pension Plan 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 (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 8.1.6. 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;




     (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 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



38









 







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 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 8.1.7. Ownership of Principal Subsidiaries. Except as a result of a
disposition permitted pursuant to clauses (a) or (b) of Section 7.2.7, the
Borrower shall cease to own beneficially and of record all of the capital stock of each Existing
Principal Subsidiary.




     SECTION 8.2. Action if Bankruptcy. If any Event of Default described in clauses (b)
through (d) of Section 8.1.6 shall occur with respect to the Borrower, the
Commitments (if not theretofore terminated) shall automatically terminate and the outstanding
principal amount of all outstanding Loans and all other Obligations shall automatically be and
become immediately due and payable, without notice or demand.



     SECTION 8.3. 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 8.1.6
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 Loans 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 Loans 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.



ARTICLE IX




PREPAYMENT EVENTS




     SECTION 9.1. Listing of Prepayment Events. Each of the following events or
occurrences described in this Section 9.1 shall constitute a “Prepayment Event”.



          SECTION 9.1.1. 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
30% 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.



39









 





          SECTION 9.1.2. 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 9.1.3. 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 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.




          SECTION 9.1.4. 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 9.1.5. 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 7.2.4.




          SECTION 9.1.6. 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:





     (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 10 consecutive Business 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 9.1.7. 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.




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          SECTION 9.1.8. 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 9.2. 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 Loans and all other Obligations (and, in such event, the Borrower agrees to
so pay the full unpaid amount of each Loan and all accrued and unpaid interest thereon and all
other Obligations) and (b) terminate the Commitments (if not theretofore terminated).



ARTICLE X




THE AGENTS




     SECTION 10.1. Actions. Each Lender hereby appoints Citibank, 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 authorizes the
Administrative Agent to act on behalf of such Lender 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. Each Lender hereby indemnifies (which indemnity shall
survive any termination of this Agreement) the Administrative Agent, pro rata according to such
Lender’s Percentage, from and against 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. 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



41









 







Administrative Agent shall be or become, in the Administrative Agent’s reasonable determination,
inadequate, the Administrative Agent may call for additional indemnification from the Lenders and
cease to do the acts indemnified against hereunder until such additional indemnity is given.



     SECTION 10.2. Funding Reliance, etc. Unless the Administrative Agent shall have been
notified by telephone, confirmed in writing, by any Lender by 5:00 p.m., New York time, on the day
prior to the Borrowing that such Lender will not make available the amount which would constitute
its Percentage of such Borrowing on the date specified therefor, the Administrative Agent may
assume that such Lender has made such amount available to the Administrative Agent and, in reliance
upon such assumption, make available to the Borrower a corresponding amount. If and to the extent
that such Lender shall not have made such amount available to the Administrative Agent, such Lender
and the Borrower severally agree to repay the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date the Administrative
Agent made such amount available to the Borrower to the date such amount is repaid to the
Administrative Agent, at the interest rate applicable at the time to Loans comprising the
Borrowing.



     SECTION 10.3. Exculpation. Neither the Administrative Agent nor any of its
directors, officers, employees or agents shall be liable to any Lender 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 and shall not be responsible to any Lender 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 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 Lenders, 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



42









 







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 Commitments (or, if the Commitments have been terminated, the outstanding
principal amount of their respective Loans), 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 Lenders, 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, 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 Loans 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. Loans by the Agents. Each Agent shall have the same rights and powers
with respect to (x) the Loans made by it or any of its Affiliates, and (y) the Note(s) held by it
or any of its Affiliates as any other Lender 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 Lenders. 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 acknowledges that it has, independently
of the Administrative Agent, each other Agent and each other Lender, and based on such Lender’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) and such other



43









 







documents,
information and investigations as such Lender has deemed appropriate, made its own credit decision
to extend its Commitment. Each Lender also acknowledges that it will, independently of the
Administrative Agent, each other Agent and each other Lender, 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 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 Lenders
by the Borrower). The Administrative Agent will distribute to each Lender 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 Lenders 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.



     SECTION 10.9. Other Agents. Each Lender hereby acknowledges that neither the
syndication agent nor any other Lender designated as any “Agent” (other than the Administrative
Agent) on the signature pages or cover page hereof has any liability hereunder other than in its
capacity as a Lender.



ARTICLE XI




MISCELLANEOUS PROVISIONS




     SECTION 11.1. Waivers, Amendments, etc. The provisions of this Agreement 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 or change the definition of “Required Lenders”
shall be made without the consent of each Lender;




     (c) increase the Commitment of any Lender, reduce any fees described in Article
III payable to any Lender or extend any date fixed for payment owing to any Lender shall
be made without the consent of such Lender;




     (d) extend the due date for, or reduce the amount of, any scheduled repayment or
prepayment of principal of or interest on any Loan (or reduce the principal amount of or
rate of interest on any Loan) owed to any Lender shall be made without the consent of such
Lender; or



44









 






     (e) 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.


No failure or delay on the part of the Administrative Agent or any Lender 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 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 set forth
below its signature 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 Lenders 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.



     (b) So long as Citibank 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 oploanswebadmin@ssmb.com; provided that
any Communication requested pursuant to Section 7.1.1(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 Lenders by posting such
notices, at the option of the Borrower, on Intralinks or e-Disclosure, the Administrative Agent’s
internet delivery system that is part of SSB Direct, Global Fixed Income’s primary web portal (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




45









 







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 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 for purposes of this Agreement.
Each Lender agrees (i) to notify the Administrative Agent in writing (including by electronic
communication) of such Lender’s e-mail address to which a Notice may be sent by electronic
transmission on or before the date such Lender 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) and (ii) that any Notice may be sent to such e-mail address.



     (d) Patriot Act. Each Lender 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 to identify the Borrower in accordance with the Act.



     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 Lenders 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 and the other Loan Documents or 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 upon demand for all reasonable out-of-pocket expenses
(including reasonable attorneys’ fees and legal expenses) incurred by the Administrative Agent or
such Lender 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.



46









 





     SECTION 11.4. Indemnification. In consideration of the execution and delivery of
this Agreement by each Lender and the extension of the Commitments, the Borrower hereby indemnifies
and holds harmless the Administrative Agent, each Lender and each of their respective Affiliates
and their respective officers, advisors, directors and employees (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 or the Notes or the transactions contemplated hereby or thereby
or any actual or proposed use of the proceeds of the Loans (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 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



47









 







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 4.3,
4.4, 4.5, 4.6, 4.7, 11.3 and 11.4, and the
obligations of the Lenders under Section 10.1, 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 shall survive the
execution and delivery of this Agreement.



     SECTION 11.6. Severability. Any provision of this Agreement or the Notes 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 are inserted for
convenience only and shall not affect the meaning or interpretation of this Agreement or any
provisions hereof.



     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
(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, receipt of
signature pages transmitted by facsimile) and notice thereof shall have been given by the
Administrative Agent to the Borrower and each Lender.



     SECTION 11.9. Governing Law. THIS AGREEMENT AND THE NOTES SHALL EACH BE DEEMED TO BE
A CONTRACT MADE UNDER, AND SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.



48









 





     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 7.2.6, 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 Lenders are subject to
Section 11.11.



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



          SECTION 11.11.1. Assignments. Any Lender,




          (i) with the written consents of the Borrower 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’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 or the Administrative Agent, may assign and delegate (A) to any Lender, (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 and
without payment of any fee) assign and pledge all or any portion of its Loans 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’s total Loans and Commitment (which assignment and
delegation shall be of a constant, and not a varying, percentage of all the assigning Lender’s
Loans and Commitment) in a minimum aggregate amount of €25,000,000 (or the Equivalent thereof in
Dollars) (or, if less, all of such Lender’s Loans and Commitment); provided that the
Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly
with such Lender 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,



49









 







shall
have been given to the Borrower and the Administrative Agent by such Lender and such
Assignee Lender;




     (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 hereunder and under the other Loan Documents, and (y) the assignor Lender, 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 at the time of the relevant assignment any amount under
Sections 4.3, 4.4, 4.5, 4.6 and 4.7 that is greater than
the amount which it would have been required to pay 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, 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 Loans and Commitment and, if the assignor Lender has retained Loans and a Commitment
hereunder, a replacement Note in the principal amount of the Loans and Commitment retained by the
assignor Lender hereunder (such Note to be in exchange for, but not in payment of, that Note then
held by such assignor Lender). Each such Note shall be dated the date of the predecessor Note.
The assignor Lender 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 or such
Assignee Lender must also pay a processing fee to the Administrative Agent upon delivery of any
Lender Assignment Agreement in the amount of $2,000 (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 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
Loans, its Commitment, or other interests of such Lender hereunder; provided that:





     (a) no participation contemplated in this Section 11.11 shall relieve such
Lender from its Commitment or its other obligations hereunder;




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



50









 






     (c) the Borrower and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender’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, shall be
entitled to require such Lender to take or refrain from taking any action hereunder or under
any other Loan Document, except that such Lender may agree with any Participant that such
Lender will not, without such Participant’s consent, take any actions of the type described
in clause (b) or (c) of Section 11.1; and




     (e) the Borrower shall not be required to pay any amount under Sections 4.3,
4.4, 4.5, 4.6 and 4.7 that is greater than the amount which
it would have been required to pay had no participating interest been sold.


The Borrower acknowledges and agrees that each Participant, for purposes of Sections 4.3,
4.4, 4.5, 4.6 and clause (h) of 7.1.1, shall be considered
a Lender.




     SECTION 11.12. Other Transactions. Nothing contained herein shall preclude the
Administrative Agent or any Lender 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 THROUGH
SERVICE OR NOTICE,



51









 







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 Stated Maturity 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 Euros or 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 Euros or Dollars, as the case may be, with such other currency
at Citibank’s principal office in London at 11:00 A.M. (London time) on the second Business Day
preceding that on which final judgment is given.



     (b) The obligation of the Borrower in respect of any sum due from it in any currency (the
“Primary Currency”) to any Lender 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 or the Administrative Agent (as the case may be), of
any sum adjudged to be so due in such other currency, such Lender 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 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 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 or the Administrative Agent (as the case may be) in the applicable Primary Currency,
such Lender or the Administrative Agent (as the case may be) agrees to remit to the Borrower such
excess.



52









 





     SECTION 11.16. Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, THE LENDERS 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.



     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/ Thomas P. Martin 	 	 
	 	 	 	 	 
	 

	 	 	 	Title:
	 	Senior Vice President & Treasurer
	 
	 	 	 	 	 	 
	 	 	Address: 1050 Caribbean Way
	 

	 	 	 	 	 	Miami, Florida 33132
	 

	 	 	 	 	 	Facsimile No.: (305) 539-0562
	 

	 	 	 	 	 	Attention: Treasurer
	 

	 	 	 	 	 	With a copy to: General Counsel
	 
	 	 	 	 	 	 
	 	 	CITICORP NORTH AMERICA,
INC.,
     as Administrative Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Anish Shah	 	 
	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President






53









 





	 	 	 	 	 	 	 	 	 	 	 
	Commitment/Percentage	 	Lenders:
	 
	 	 	 	 	 	 	 	 	 	 
	€187,500,000	 	 	25	%	 	CITICORP NORTH AMERICA,
INC.,
as Lender
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Anish Shah 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address:     388 Greenwich Street, 23rd Floor
	 

	 	 	 	 	 	 	 	 	 	New York, New York 10013
	 

	 	 	 	 	 	 	 	 	 	Facsimile No.: (212) 816-5429
	 

	 	 	 	 	 	 	 	 	 	Attention: Charles Delamater
	 
	 	 	 	 	 	 	 	 	 	 
	€187,500,000	 	 	25	%	 	GOLDMAN SACHS CREDIT PARTNERS, L.P.,
as Lender
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Bruce Mendelsohn 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	Authorized Signatory 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address:
	 
	 	 	 	 	 	 	 	 	 	 
	€187,500,000	 	 	25	%	 	JPMORGAN CHASE BANK, N.A.,
as Lender
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Donald S. Shokrian 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	Managing Director 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address:     1111 Fannin Street, 10th Floor
	 

	 	 	 	 	 	 	 	 	 	Houston, TX 77002
	 

	 	 	 	 	 	 	 	 	 	Facsimile No.: (713) 750-2378
	 
	 	 	 	 	 	 	 	 	 	 
	€187,500,000	 	 	25	%	 	MORGAN STANLEY SENIOR FUNDING, INC.,
as Lender
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Daniel Twenge 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	Vice President 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address: 1585
Broadway, 2nd Floor
                 New York, New York 10036 






54









 





SCHEDULE I




DISCLOSURE SCHEDULE




Updated October 31, 2006




Item 6.10 (b): Vessels




	 	 	 	 	 
	Vessel	 	Owner	 	Flag
	Sovereign of the Seas

	 	Sovereign of the Seas
Shipping Inc.
	 	Bahamian
	Empress of the Seas

	 	Nordic Empress Shipping Inc.
	 	Bahamian
	Monarch of the Seas

	 	Monarch of the Seas Inc.
	 	Bahamian
	Majesty of the Seas

	 	Majesty of the Seas Inc.
	 	Bahamian
	Grandeur of the Seas

	 	Grandeur of the Seas Inc.
	 	Bahamian
	Rhapsody of the Seas

	 	Rhapsody of the Seas Inc.
	 	Bahamian
	Enchantment of the Seas

	 	Enchantment of the Seas Inc.
	 	Bahamian
	Vision of the Seas

	 	Vision of the Seas Inc.
	 	Bahamian
	Voyager of the Seas

	 	Voyager of the Seas Inc.
	 	Bahamian
	Island Star (formerly known as Horizon)

	 	Fantasia Cruising Inc.
	 	Bahamian
	Zenith

	 	Zenith Shipping Corporation
	 	Bahamian
	Century

	 	Blue Sapphire Marine Inc.
	 	Bahamian
	Galaxy

	 	Esker Marine Shipping Inc.
	 	Bahamian
	Mariner of the Seas

	 	Mariner of the Seas Inc.
	 	Bahamian
	Mercury

	 	Seabrook Maritime Inc.
	 	Bahamian
	Millennium

	 	Millennium Inc.
	 	Bahamian
	Explorer of the Seas

	 	Explorer of the Seas Inc.
	 	Bahamian
	Infinity

	 	Infinity Inc.
	 	Bahamian
	Radiance of the Seas

	 	Radiance of the Seas Inc.
	 	Bahamian
	Summit

	 	Summit Inc.
	 	Bahamian
	Adventure of the Seas

	 	Adventure of the Seas Inc.
	 	Bahamian
	Navigator of the Seas

	 	Navigator of the Seas Inc.
	 	Bahamian
	Constellation

	 	Constellation Inc.
	 	Bahamian
	Serenade of the Seas

	 	Serenade of the Seas Inc.
	 	Bahamian
	Jewel of the Seas

	 	Jewel of the Seas Inc.
	 	Bahamian
	Xpedition

	 	Islas Galapagos Turismo y

Vapores CA
	 	Ecuador






 









 






	 	 	 	 	 
	Legend of the Seas

	 	Legend of the Seas Inc.
	 	Bahamian
	Splendour of the Seas

	 	Splendour of the Seas Inc.
	 	Bahamian
	Freedom of the Seas

	 	Freedom of the Seas Inc.
	 	Bahamian






Item 6.11: Subsidiaries




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

	 	Liberia
	Sovereign of the Seas Shipping Inc.*

	 	Liberia
	Viking Serenade 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
	Royal Caribbean Merchandise Inc.

	 	Florida
	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
	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
	Cruise Mar Shipping Holdings Ltd.

	 	Liberia
	Seabrook Maritime Inc. *

	 	Liberia
	Esker Marine Shipping Inc. *

	 	Liberia
	Blue Sapphire Marine Inc. *

	 	Liberia
	Fantasia Cruising Inc. *

	 	Liberia
	Cruise Mar Investment Inc.

	 	Liberia
	 

	 	British Virgin
	Universal Cruise Holdings Ltd.

	 	Islands
	Celebrity Cruises Inc.

	 	Liberia
	Fourth Transoceanic Shipping Co. Ltd.

	 	Liberia
	Zenith Shipping Corporation *

	 	Liberia
	Millennium Inc.*

	 	Liberia
	Infinity Inc.*

	 	Liberia
	Summit Inc.*

	 	Liberia
	Constellation Inc. *

	 	Liberia
	Fifth Transoceanic Shipping Company Ltd.

	 	Liberia
	Serenity Management 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
	Harmony Investments (Global) Limited

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

	 	Mexico
	The Scholar Ship Program LLC

	 	Delaware
	Royal Caribbean Cruises Espana S.L.

	 	Spain
	Puerto de Cruceros y Marina de las
Islas de la Bahia, S.A. de CV.

	 	Honduras






 









 






	 	 	 
	Freedom of the Seas Inc. *

	 	Liberia
	RCL Holdings Cooperatiet U.A. **

	 	The Netherlands
	Royal Caribbean Holdings de Espana S.L. **

	 	Spain







 









 





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                     , 2007 the principal sum of                                         
                    
DOLLARS ($                    ) or, if less, the aggregate unpaid principal amount of the Loan made by the
Lender pursuant to that certain Credit Agreement, dated as of                     , 2006 (together with all
amendments and other modifications, if any, from time to time thereafter made thereto, the
“Credit Agreement”), among the Borrower, Citicorp North America, Inc., 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. Payments of both principal and interest are to be made in lawful money of the United
States of America in same day or immediately available funds to the account designated by the
Administrative Agent pursuant to the Credit Agreement.



     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.



     The Loan 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; provided that the failure by the Lender to set forth such Loan,
payments and other information on such Schedule shall not in any manner affect the obligation of
the Borrower to repay such Loan in accordance with the terms thereof.



A-1 









 





     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




LOAN AND PRINCIPAL PAYMENTS




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





A-3 









 





EXHIBIT B




BORROWING REQUEST




Citicorp North America, Inc.

Two Penns Way

New Castle, DE 19720




Attention: Bank Loan Syndications




ROYAL CARIBBEAN CRUISES LTD.




Gentlemen and Ladies:




     This Borrowing Request is delivered to you pursuant to Section 2.3 of the Credit
Agreement, dated as of                     , 2006 (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 Citicorp North America,
Inc., 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 a Borrowing be made in the aggregate principal amount of
$                     on                     , 2006 having an Interest Period of                      months.



     The Borrower hereby acknowledges that, pursuant to Section 5.2.2 of the Credit
Agreement, each of the delivery of this Borrowing Request and the acceptance by the Borrower of the
proceeds of the Loan requested hereby constitute a representation and warranty by the Borrower
that, on the date of such Loan (before and after giving effect thereto and to the application of
the proceeds therefrom), all statements set forth in Section 5.2.1 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:



B-1 









 





	 	 	 	 	 	 	 	 	 
	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                     , 2006.



	 	 	 	 	 
	 	ROYAL CARIBBEAN CRUISES LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-2 









 






	 	 	 	 	 



EXHIBIT C




INTEREST PERIOD NOTICE




Citibank, N.A.

Two Penns Way

New Castle, DE 19720




Attention: Bank Loan Syndications




ROYAL CARIBBEAN CRUISES LTD.




Gentlemen and Ladies:





     This Interest Period Notice is delivered to you pursuant to Section 2.4 of the Credit
Agreement, dated as of                     , 2006 (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 Citicorp North America,
Inc., 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                                         , 200     ,





     (1) $                     of the presently outstanding principal amount of the Loans
originally made on                     , 200___[and $                     of the presently outstanding
principal amount of the Loans originally made on                     , 200_],




     (2) be continued as Loans 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                     , 200     .



	 	 	 	 	 
	 	ROYAL CARIBBEAN CRUISES LTD.

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 



C-1 









 






	 	 	 	 	 



EXHIBIT D-1




[Form of Opinion of Counsel to the Borrower]




                    , 2006




To the Lenders party to the

  Credit Agreement referred to

  below and to Citicorp North America, Inc.,

  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                     , 2006 (the “Credit
Agreement”) between RCCL, the Lenders referred to therein and Citicorp North America, Inc., 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 the Notes 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 Credit Agreement or the Notes;



D-1-1 









 






     (iii) To the best of my knowledge, the execution, delivery and performance by RCCL of
the Credit Agreement and the Notes, 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 Notes; 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 Notes 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) the effect on
the enforceability of the Credit Agreement or any of the Notes or insolvency, bankruptcy,
moratorium, or reorganization laws or other similar laws affecting generally the enforcement of
creditors’ rights, (ii) general equity principles, (iii) the possibility that certain provisions of
the agreements may not be specifically enforceable, (iv) no opinion is expressed herein as to the
choice of law provisions contained in the Credit Agreement or any of the Notes, (v) 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 (vi) 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 Liberian and New York Counsel to the Borrower]




                    , 2006




To the Lenders party to the

  Credit Agreement referred to

  below and to Citicorp North America, Inc.,

  as Administrative Agent




Dear Sirs:



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                     , 2006 (the “Credit Agreement”) and made between (1) the
Borrower, (2) the Lenders (as defined therein) as several lenders, and (3) Citicorp North America,
Inc. (the “Administrative Agent”) in respect of a credit facility in the maximum aggregate
amount of €750,000,000 (or the equivalent thereof in U.S. dollars), 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


D-2-1 









 






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 a Certificate of Good Standing issued
by order of the Minister of Foreign Affairs of the Republic of Liberia on November 1, 2006.



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 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 restriction of the
Republic of Liberia or the State of New York and no consent or approval of, or exemption by,
any Liberian or New York governmental or public body or authority is 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 (inclusive of any articles of amendment thereto) 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




D-2-2 









 






	 	 	owned, 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 the Republic of
Liberia in the pursuit of gain or profit with a degree of continuity or regularity, no
Liberian withholding tax is required to be deducted from any payment of principal, interest or
otherwise to be made by the Borrower pursuant to the provisions of the Documents;






	8.	 	Assuming none of the Documents has 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 (i) customary court fees payable in litigation in the courts of the Republic of Liberia
and (ii) nominal documentary stamp taxes if the Documents are ever submitted to a Liberian
court;






	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




D-2-3 









 







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,



Watson, Farley & Williams (New York) LLP




D-2-4 









 








EXHIBIT E




LENDER ASSIGNMENT AGREEMENT





			
	To:	 	Royal Caribbean Cruises, Ltd.






			
	To:	 	Citicorp North America, Inc.,

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
                    , 2006 (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 Citicorp North
America, Inc., 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 Loan and 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 Percentages 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 the Loan 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 Loan
thereunder. The Assignee further confirms and agrees that in becoming a Lender and in making its
Commitment and the Loan 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” under the Credit



E-1 









 






Agreement and the applicable Note as if it were an original signatory to the Credit
Agreement 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 applicable Note as if it were an original signatory to the Credit
Agreement; and




     (b) the Assignor shall be released from its obligations under the Credit Agreement and
the applicable Note 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 Loan and Commitment and requests the Administrative Agent to acknowledge receipt of
this document:




     (A) Address for Notices:


Institution Name:



Attention:



Domestic Office:



Telephone:



Facsimile:



Lending Office:



Telephone:



Facsimile:





     (B) Payment Instructions:



     The Assignee agrees to furnish the tax form required by last paragraph of Section 4.6
(if so required) of the Credit Agreement no later than the date of acceptance hereof by the
Administrative Agent.



E-2 









 





     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.



	 	 	 	 	 	 	 
	Adjusted Percentage	 	[ASSIGNOR]	 	 
	 
	 	 	 	 	 	 
	Commitment and Loan:                     %
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	Percentage	 	[ASSIGNEE]	 	 
	 
	 	 	 	 	 	 
	Commitment and Loan:                     %
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 






	 	 	 	 	 
	Accepted and Acknowledged this
___ day of
 
, _____.	 	 
	 
	 	 	 	 
	CITICORP NORTH AMERICA, INC.,
as Administrative Agent
	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Title:
	 	 
	 
	 	 	 	 
	[Accepted this
___ day of                     , _____.	 	 
	 
	 	 	 	 
	ROYAL CARIBBEAN CRUISES, LTD.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Title:]
	 	 






E-3 









 






EXHIBIT F




                    , 2006




To the Initial Lenders party to the Credit




Agreement referred to below and to




Citicorp North America, Inc., as Administrative Agent




Royal Caribbean Cruises, Ltd.




Ladies and Gentlemen:




          We have acted as counsel to Citicorp North America, Inc., as Administrative Agent (the
“Agent”), in connection with the Credit Agreement, dated as of                     , 2006 (the
“Credit Agreement”), among Royal Caribbean Cruises, Ltd., a Liberian corporation (the
“Borrower”), and each of you. Unless otherwise defined herein, terms defined in the Credit
Agreement are used herein as therein defined.




          In that connection, we have reviewed originals or copies of the following documents:




          (a) The Credit Agreement.




          (b) The Notes executed by the Borrower and delivered on the date hereof.




          The documents described in the foregoing clauses (a) and (b) are collectively referred to
herein as the “Opinion Documents.”




          We have also reviewed originals or copies of such other agreements and documents as we have
deemed necessary as a basis for the opinion expressed below.




          In our review of the Opinion Documents and other documents, we have assumed:





	 	(A)	 	The genuineness of all signatures.
	 
	 	(B)	 	The authenticity of the originals of the documents submitted to us.
	 
	 	(C)	 	The conformity to authentic originals of any
documents submitted to us as copies.
	 
	 	(D)	 	As to matters of fact, the truthfulness of the
representations made in the Credit Agreement.




F-1 









 






	 	(E)	 	That each of the Opinion Documents is the
legal, valid and binding obligation of each party thereto, other than
the Borrower, enforceable against each such party in accordance with
its terms.
	 
	 	(F)	 	That:






     (1) The Borrower is an entity duly organized and validly existing under
the laws of the jurisdiction of its organization.




     (2) The Borrower has full power to execute, deliver and perform, and
has duly executed and delivered, the Opinion Documents.




     (3) The execution, delivery and performance by the Borrower of the
Opinion Documents have been duly authorized by all necessary action
(corporate or otherwise) and do not:




     (a) contravene its certificate or articles of incorporation,
by-laws or other organizational documents;




     (b) except with respect to Generally Applicable Law, violate any
law, rule or regulation applicable to it; or




     (c) result in any conflict with or breach of any agreement or
document binding on it of which any addressee hereof has knowledge,
has received notice or has reason to know.




     (4) Except with respect to Generally Applicable Law, no authorization,
approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or (to the extent the same is
required under any agreement or document binding on it of which an addressee
hereof has knowledge, has received notice or has reason to know) any other
third party is required for the due execution, delivery or performance by
the Borrower of any Opinion Document or, if any such authorization,
approval, action, notice or filing is required, it has been duly obtained,
taken, given or made and is in full force and effect.



          We have not independently established the validity of the foregoing assumptions.




          “Generally Applicable Law” means the federal law of the United States of America, and
the law of the State of New York (including the rules or regulations promulgated thereunder or
pursuant thereto), that a New York lawyer exercising customary professional diligence would
reasonably be expected to recognize as being applicable to the Borrower, the Opinion Documents or
the transactions governed by the Opinion Documents. Without limiting the generality of the
foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not
include any law, rule or regulation that is applicable to the Borrower, the Opinion Documents or
such transactions solely because such law, rule or regulation is part of a regulatory regime
applicable to any party to any of the Opinion Documents or any of its affiliates due to the
specific assets or business of such party or such affiliate.




F-2 









 








          Based upon the foregoing and upon such other investigation as we have deemed necessary and
subject to the qualifications set forth below, we are of the opinion that each Opinion Document is
the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms.




          Our opinion expressed above is subject to the following qualifications:





     (a) Our opinion is subject to (i) the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally (including
without limitation all laws relating to fraudulent transfers).




     (b) Our opinion is subject to the effect of general principles of equity, including
without limitation concepts of materiality, reasonableness, good faith and fair dealing
(regardless of whether considered in a proceeding in equity or at law).




     (c) We express no opinion with respect to the enforceability of indemnification
provisions, or of release or exculpation provisions, contained in the Opinion Documents to
the extent that enforcement thereof is contrary to public policy regarding the
indemnification against or release or exculpation of criminal violations, intentional harm
or violations of securities laws.




     (d) We express no opinion with respect to the enforceability of any indemnity against
loss in converting into a specified currency the proceeds or amount of a court judgment in
another currency.




     (e) Our opinion is limited to Generally Applicable Law.



          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 person may rely on the
opinion expressed above as if this opinion letter were addressed and delivered to such person on
the date hereof.




          This opinion letter is rendered to you in connection with the transactions contemplated by the
Opinion Documents. This opinion letter may not be relied upon by you or any person entitled to
rely on this opinion pursuant to the preceding paragraph for any other purpose without our prior
written consent.




          This opinion letter speaks only as of the date hereof. We expressly disclaim any
responsibility to advise you 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 that might affect the opinion
expressed herein.




Very truly yours,




SLH





F-3