Notice is delivered to you pursuant to Section 2.9 of the
Term Loan Agreement, dated as of June 29, 2018 (together with all amendments, if
any, from time to time made thereto, the "Loan Agreement"), among Royal
Caribbean Cruises Ltd., a Liberian corporation (the "Borrower"), certain
financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent
(the "Administrative Agent").
Unless otherwise defined herein or the context
otherwise requires, terms used herein have the meanings provided in the Loan
Agreement.
The Borrower hereby requests that on
, 20
,
(1)
$
of the presently outstanding
principal amount of the Advances originally made on
,
[and
$
of the presently outstanding principal amount of the Advances
originally made on
,
],
(2)
be [Converted to] [continued as] [Base Rate
Advances]1 [LIBO Rate Advances having an Interest Period of [seven days] [
months]2.
The Borrower has caused this Interest Period Notice to be executed and delivered
by its Authorized officer this
day of
, 201
.
ROYAL CARIBBEAN CRUISES LTD.
By:
Name:
Title:
1
any Conversion of Base Rate Advances into LIBO Rate Advances shall be in an
amount not less than $5,000,000 and no Conversion of any Advances shall result
in more than 15 separate Borrowings.
2
any Conversion of LIBO Rate Advances into Base Rate Advances shall be made
only on the last day of an Interest Period for such LIBO Rate Advances.
EXHIBIT D
LENDER ASSIGNMENT AGREEMENT
This Lender Assignment Agreement (the "Lender Assignment Agreement") is dated as
of the effective date (the "Effective Date") set forth below and is entered into
by and between [the][each]3 Assignor identified in item 1 below ([the][each, an]
"Assignor") and [the][each]4 Assignee identified in item 2 below ([the][each,
an] "Assignee").
[It is understood and agreed that the rights and obligations
of [the Assignors][the Assignees]5 hereunder are several and not joint.]6
Capitalized terms used but not defined herein shall have the meanings given to
them in the Loan Agreement identified below (as amended, the "Loan Agreement"),
receipt of a copy of which is hereby acknowledged by [the][each] Assignee.
The
Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby
agreed to and incorporated herein by reference and made a part of this Lender
Assignment Agreement as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Loan Agreement, as of the Effective Date inserted by the Administrative
Agent as contemplated below (i) all of [the Assignor's][the respective
Assignors'] rights and obligations in [its capacity as a Lender][their
respective capacities as Lenders] under the Loan Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the
respective