1
EXHIBIT 1.4
Dated September 1998
(1) GIE CRUISE VISION TWO
(2) ROYAL CARIBBEAN CRUISES LTD.
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Amendment No. 4 to a Lease Agreement ("credit-bail")
dated 3 March 1993 relating to one passenger
cruise vessel, yard number B31
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AMENDMENT NO. 4
to the LEASE AGREEMENT ("CREDIT-BAIL")
dated March 3, 1993
relating to one passenger cruise vessel
yard number B31
BETWEEN
(1) G.I.E. CRUISE VISION TWO, a French "Groupement d'Interet Economique"
governed by Ordinance No. 67-821 of 23 September 1967, having its registered
office at Tour Societe Generale (ENTR/OPE/Inv), 17 cours Xxxxx - 00000 XXXXXXX,
Xxxxxx (the "Owner"), represented by its "administateur", Air-Bail, in turn
represented by Xxxxx XXXXX, being duly authorized, and
(2) ROYAL CARIBBEAN CRUISES LTD., a company incorporated in Liberia and having
its registered office at 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx (the "Charterer"),
represented by Xxxxxxx X. XXXXXX an officer being duly authorized,
WHEREAS
A) By a lease agreement ("Credit-Bail") dated 3 March 1993 as complemented by
Amendments No. 1 dated 12 July 1994, No. 2 dated 17 January 1996
and No. 3 dated 20 February 1996 (together the "Lease Agreement") the
Owner agreed to bareboat charter by way of credit-bail to the Charterer one
passenger cruise vessel more particularly described therein (the "Vessel").
B) For the acquisition or continuing ownership of the Vessel, the Owner has
been granted financial facilities by the Lenders (as defined in the Lease
Agreement). It is a condition of the documentation relating to the said
financial facilities that no amendment or modification to the Lease
Agreement may be made without the consent of the Lenders.
C) The parties wish to amend the Lease Agreement as hereafter appears.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS :
1. Expressions defined in the Lease Agreement shall have the same meaning when
used in this Amendment No. 4.
2. The Owner declares and warrants that it has received the consent of the
Lenders for the execution by it of this Amendment No. 4.
3. Clause 2 of the Lease Agreement is hereby amended as follows:
- the following sentence is hereby added at the end of the definition of
"Rental Payments":
"Each Rental Payment will be equal to the sum of the Fixed Amount and of the
Variable Amount as defined in Clause 13.3 and Exhibit A".
- the following definition of "libor" shall be added to other definitions :
"LIBOR" means in relation to any amount and for any
period the offered rate for Dollar deposits
for such amount and for such period which is:
(i) the arithmetic mean as determined by the
Lenders of the rates of interest published or
reported by Reuters Limited (through its
Reuters Monitor service by reference to the
"LIBO" page) for the amount and period in
question which
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appeared at or about 11:00 a.m. London time
on the second banking day in London before
the first day of such a period (the
"Quotation Date"); or
(ii) if the relevant page is not displayed on the
Reuters Monitor service or the Reuters
Monitor service is not operating at the
relevant time or if no such offered rate
appears on the Reuters Monitor service page,
the rate per annum of the offered quotation
for deposits in Dollars for the amount and
period in question which appears on page 3750
of the Telerate screen (or such other page
which may replace such page from time to time
on the Telerate screen) at or about 11:00
a.m. London time on the Quotation Date; or
(iii) if the relevant page is not displayed on the
Telerate screen or the Telerate screen is not
operating at the relevant time or if no such
offered rate appears on the Telerate screen,
the rate determined by the Lenders to be the
mean of the rates (rounded up to four decimal
places) at which deposits in Dollars and in
an amount comparable with the amount in
relation to which LIBOR is to be determined
and for a period equal to the relevant period
were being offered by first class banks in
the London Interbank Market at or about 11:00
a.m. (London time) on the Quotation Date;
4. The first sentence of Clause 9.6 of the Lease Agreement is hereby amended to
read as follows :
" The Charterer may, by not more than six months', nor less than one month's,
notice by registered letter, return receipt requested, or by letter delivered by
"huissier" to the Owner, elect to purchase the Vessel on the eighteenth Rental
Payment Date, or on any subsequent Rental Payment Date, for a price equal to the
aggregate of (i) the Purchase Option Price and (ii) all other sums then due and
unpaid under this Agreement excluding the Rental Payment on the date of payment
of the Purchase Option Price, which such Rental Payment shall not be due and
payable as a result of the purchase of the Vessel by the Charterer), (and, for
this purpose, the amount then subject to the Pledge shall be set off against
such obligation of the Charterer to pay the Purchase Option Price), payable in
cash (OPTION D'ACHAT ANTICIPEE), under the same conditions (except for the
price) as stated in Clause 9.2."
5. The first sentence of Clause 9.7 (I) (a) of the Lease Agreement is hereby
amended to read as follows :
" In the event that any of the Early Termination Events described in paragraph
( c ) occurs after Delivery, the Owner shall, whilst such Early Termination
Event is continuing, be entitled, by notice in writing to the Charterer
given not more than 30 days following the receipt by the Owner of written
notice from the Charterer stating that such event has occured (and, for the
avoidance of doubt, failure by the Owner to give such notice within such
period shall result in the Owner having no further rights under this Clause
in relation to the Early Termination Event in question), to terminate the
Lease on the ninetieth (90th) day following the date of the Owner's notice
whereupon the Charterer shall be obliged to pay (i) the relevant Early
Termination Amount set out in column D or E of Appendix B together (if the
Early Termination Amount does not become due on a Rental Payment Date) with
accrued interest thereon (it being agreed however that no interest shall
accrue on that portion of the Early Termination Amount as equals the amount
of money then subject to the Pledge) from the Rental Payment Date
immediately preceding the date on which the Early Termination Amount becomes
due to the date of payment calculated on the basis of the actual number of
days elapsed since such preceding Rental Payment Date at a rate equal to (A)
(during the first 102 calendar months after the Delivery Date) the higher of
(a) 8.442 % per annum or (b) the sum, as determined by the Owner, of (b1)
0,6 % (zero point six per cent) and (b2) the LIBOR applicable to the
Variable Amount of the next following Rental Payment as defined in Clause
13.3.1or (B) 7.82 % per annum thereafter and (ii) if the Early Termination
Amount is due on a Rental Payment Date, the relevant Rental Payment which
falls due on that Rental Payment Date and (iii) all other sums then due and
unpaid under this Agreement and (iv) (if the Early Termination Amount is not
due on a Rental Payment Date) such additional amounts as may be necessary to
compensate the Owner for any costs, losses or expenses incurred by the Owner
as a result of the re-employment of funds by the Lenders at rates lower than
the
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costs to the Lenders of obtaining such funds until the next scheduled
Rental Payment Date (and, for this purpose, an amount equal to the
Instalments then subject to the Pledge shall be set off against the Early
Termination Amount)."
6. Clause 9.7 (II) of the Lease Agreement is hereby amended in its entirety to
read as follows :
"In the event that, following Delivery there is a real risk that access of the
Vessel to U.S. ports will be denied or restricted (to an extent which the
Charterer, acting reasonably, deems material) by the enactment and
implementation of U.S. federal or state law of general application to
vessels or classes of vessels built, owned or controlled in France and, in
the reasonable opinion of the Charterer, access of the Vessel to the U.S.
ports would not or could not be fully restored by the fulfilment by the
Shipyard of the provisions of Article XXII of the Shipbuilding Contract, the
Charterer shall be entitled (but not bound), at any time thereafter but
within eight and a half years after the Delivery Date if and whilst such
threat continues, by not less than fifteen (15) days' prior written notice
(which shall be revocable at any time prior to the fifth day before the date
stated therein on which the Vessel is to be purchased) to the Owner, to
purchase the Vessel upon the date specified in such notice in the manner
provided in Clause 9.6 save and except that the price payable by the
Charterer to the Owner for the Vessel on such date shall be a price equal to
the aggregate of (i) the relevant Early Termination Amount specified in
column F or G of Appendix B and (if the Vessel is not purchased on a Rental
Payment Date) accrued interest thereon at the rate specified in Clause 9.7
(I)(a) from the Rental Payment Date immediately preceding the date on which
the Vessel is purchased to the date of payment calculated on the basis of
the actual number of days elapsed since such preceding Rental Payment Date
(it being agreed however that no interest shall accrue on that portion of
the Early Termination Amount as equals the amount of money then subject to
the Pledge) and (ii) if the Vessel is purchased on a Rental Payment Date,
the relevant Rental Payment which falls due on that Rental Payment Date and
(iii) all other sums then due and unpaid under this Agreement and (iv) if
the Vessel is not purchased on a Rental Payment Date such additional amounts
as may be necessary to compensate the Owner for any costs, losses or
expenses incurred by the Owner as a result of the re-employment of funds by
the Lenders at rates lower than the costs to the Lenders of obtaining such
funds until the next scheduled Rental Payment Date (and for this purpose, an
amount equal to the Instalments then subject to the Pledge shall be set off
against the Early Termination Amount)."
7. The first sentence of clause 11.5 (a) of the Lease Agreement is hereby
amended to read as follows :
"Upon termination pursuant to Clause 11.4, the Charterer shall pay to the Owner
(i) the Termination Indemnity, together (if the Termination Indemnity does
not fall due on a Rental Payment Date) with accrued interest thereon, (it
being agreed, however, that no interest shall accrue on that portion of the
Termination Indemnity as equals the amount of money then subject to the
Pledge) from the preceding Rental Payment Date to the date of payment
calculated on the basis of the actual number of days elapsed since such
preceding Rental Payment Date at a rate equal to (A) (during the first 102
calendar months after the Delivery Date) the higher of (a) 8.442 % per annum
or (b) the sum, as determined by the Owner, of (b1) 0,6 % (zero point six
per cent) and (b2) the LIBOR applicable to the Variable Amount of the next
following Rental Payment as defined in Clause 13.3.1 or (B) 7.82 % per annum
thereafter and (ii) if the Termination Indemnity is due on a Rental Payment
Date, the relevant Rental Payment which falls due on that Rental Payment
Date and (iii) any other amounts which have then become due under this
Agreement and have not already been paid and (iv) (if the Termination
Indemnity does not fall due on a Rental Payment Date) such additional
amounts as may be necessary to compensate the Owner for any costs or losses
incurred by the Owner as a result of the re-employment of funds by the
Lenders at rates lower than the cost to the Lenders of obtaining such funds
until the next Rental Payment Date.
8. The first paragraph of Clause 13.3.1 shall be completed by the following :
"Each Rental Payment will be the sum of a Fixed Amount and a Variable Amount as
detailed in Exhibit A. The indicative Variable Amount given in Exhibit A has
been calculated on the basis of a LIBOR equal to 6,00% per annum. For each
Rental Payment, the amount corresponding to the Variable Amount will be
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determined by multiplying the Notional Amount (as specified in Exhibit A) for
the corresponding Rental Payment Date, by a rate equal to 0,6% (zero point six
per cent) plus the LIBOR published two Banking Days before the immediately
preceding Rental Payment Date. The Variable Amount shall be computed on the
basis of a 360 day year and on the exact number of days elapsed during a period
starting on the preceding Rental Payment Date and ending on the corresponding
Rental Payment Date (the "Interest Period"). For the purpose of the computation
of the Variable Amount only, the exact number of days elapsed during the
Interest Period shall be a period of six months starting on the 15th of March
and ending on the 14th of September, or starting on the 15th of September and
ending on the 14th of March, provided that :
(a) the first Interest Period commences on the 16th March 1998;
(b) each subsequent Interest Period shall commence upon the day following the
last day of the preceding Interest Period;
(c) any Interest Period ending on a day which is not a Banking Day shall end on
the next following Banking Day;
(d) if an Interest Period is lengthened by the application of (c ) above, the
following Interest Period shall (without prejudice to the application of (c )
above) end on the day on which it would have ended if the preceding Interest
Period had not been so lengthened;
The applicable LIBOR will be notified by the Owner to the Charterer as soon as
received from the Lenders. The Variable Amount will be notified by the Owner to
the Charterer at least two months before the corresponding Rental Payment Date."
9. The first sentence of Clause 14.6 of the Lease Agreement is hereby amended to
read as follows :
"If the Lease shall terminate pursuant to Clause 14.4, the Charterer shall
forthwith pay to the Owner (i) the Early Termination Amount set out in
column D or E of Appendix B together (if the Early Termination Amount does
not fall due on a Rental Payment Date) with accrued interest thereon (it
being agreed however that no interest shall accrue on that portion of the
Early Termination Amount as equals the amount of money then subject to the
Pledge) from the preceding Rental Payment Date to the date of payment,
calculated on the basis of the actual number of days elapsed since such
preceding Rental Payment Date at a rate equal to (A) (during the first 102
calendar months after the Delivery Date) the higher of (a) 8.442 % per annum
or (b) the sum, as determined by the Owner, of (b1) 0,6 % (zero point six
per cent) and (b2) the LIBOR applicable to the Variable Amount of the next
following Rental Payment as defined in Clause 13.3.1 or (B) 7.82 % per annum
thereafter, and (ii) if the Early Termination Amount is due on a Rental
Payment Date, the relevant Rental Payment which falls due on that Rental
Payment Date, and (iii) any other amounts which have then become due under
this Agreement and have not already been paid and (iv) if the Early
Termination Amount does not fall due on a Rental Payment Date such
additional amounts as may be necessary to compensate the Owner for any
costs, losses or expenses incurred by the Owner as a result of the
re-employment of funds by the Lenders at rates lower than the cost to the
Lenders of obtaining such funds until the next scheduled Rental Payment
Date."
10. The third sentence of clause 18.2 of the Lease Agreement is hereby amended
to read as follows :
"In the event of termination after Delivery, the Charterer shall pay to the
Owner in accordance with Clause 18.4 (i) all amounts due under this Agreement as
shall be payable and remain outstanding, (ii) if the Termination Indemnity
becomes due on a Rental Payment Date the Rental Payment payable on that date,
(iii) the Termination Indemnity together (if the Termination Indemnity does not
become due on a Rental Payment Date) with accrued interest thereon, (it being
agreed however that no interest shall accrue on that portion of the Termination
Indemnity as equals the money then subject to the Pledge) from the preceding
Rental Payment Date to the date of payment calculated on the basis of the actual
number of days elapsed since such preceding Rental Payment Date at a rate equal
to (A) (during the first 102 calendar months after the Delivery Date) the higher
of (a) 8.442 % per annum or (b) the sum, as determined by the Owner, of (b1) 0,6
% (zero point six per
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cent) and (b2) the LIBOR applicable to the Variable Amount of the next following
Rental Payment as defined in Clause 13.3.1 or (B) 7.82 % per annum thereafter
(provided always that the amount equal to the Instalments which is then subject
to the Pledge shall be set off against and go to reduce the Charterer's
obligation to pay the Termination Indemnity), (iv) if the Termination Indemnity
does not become due on a Rental Payment Date, such additional amounts as may be
necessary to compensate the Owner for any costs, losses or expenses incurred by
the Owner as a result of the re-employment of funds by the Lenders at rates
lower than the costs to the Lenders of obtaining such funds until the next
scheduled Rental Payment Date, and (v) such additional amounts as may be
necessary to compensate the Owner for any costs resulting from repossessing the
Vessel.
11. The terms of Clause 21 of the Lease Agreement shall apply to the fees
described in a letter of even date herewith from the Charterer to the Owner.
12. The Owners' address stated in Clause 22 of the Lease Agreement shall be
replaced by the following :
GIE CRUISE VISION TWO
c/o Societe Generale
(FINT/STR/Ing)
Tour Societe Generale
92 972 PARIS - LA DEFENSE CEDEX
Fax : 33 1 42.14.01.63
13. Exhibits A and B of the Lease Agreement are hereby amended in their entirety
to read as set forth in Exhibits A and B hereto.
14. The Charterer confirms to the Owner, for its benefit and for the benefit of
the Lenders, that all the terms of the Delegation signed by the Charterer on the
15 March 1996 shall apply mutatis mutandis to the sums due by the Charterer to
the Owner under the provisions of this Amendment No. 4.
15. This Amendment No. 4 takes effect as from 15th March 1998 (not
included).
16. All the terms and conditions of the Lease Agreement not amended by this
Amendment No. 4 shall remain unaltered in full force and effect and shall
apply to this Amendment No. 4 whenever consistent.
Signed on September , 1998 in three originals.
GIE CRUISE VISION TWO ROYAL CARIBBEAN CRUISES LTD.
by : AIR BAIL
(Administrateur)
by : /s/ XXXXX XXXXX by: /s/ XXXXXXX X. XXXXXX
-------------------------------- ------------------------
XXXXX XXXXX XXXXXXX X. XXXXXX
(Vice-President and Treasurer)
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CRUISE VISION TWO
EXHIBIT A : RENTAL PAYMENTS
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AMOUNT OF RENTAL PAYMENT
RENTAL PAYMENT (in % of Owner's Purchase Price)
------------------------ NOTIONAL
DATE (A) Fixed Variable TOTAL Amount AMOUNT
NO. Date Amount Amount * in USD
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1 15-mar-96 3,8800% 0,0000% 3,8800%
2 15-sep-96 3,8800% 0,0000% 3,8800%
3 15-mar-97 3,8800% 0,0000% 3,8800%
4 15-sep-97 3,8800% 0,0000% 3,8800%
5 15-mar-98 3,8800% 0,0000% 3,8800%
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6 15-sep-98 1,3274113% 2,2972887% 3,6247000% 000 000 000
7 15-mar-99 1,4860462% 2,1385538% 3,6246000% 212 673 857
8 15-sep-99 1,5939235% 2,0307765% 3,6247000% 198 662 912
9 15-mar-00 1,7621567% 1,8624433% 3,6246000% 184 197 684
10 15-sep-00 1,8968100% 1,7277900% 3,6246000% 169 022 933
11 15-mar-01 2,0832782% 1,5413218% 3,6246000% 000 000 000
12 15-sep-01 2,2114925% 1,4131075% 3,6246000% 136 752 339
13 15-mar-02 2,4349424% 1,1896576% 3,6246000% 119 630 370
14 15-sep-02 2,5795981% 1,0450019% 3,6246000% 101 675 854
15 15-mar-03 2,7851019% 0,8395981% 3,6247000% 83 037 168
16 15-sep-03 2,9822151% 0,6424849% 3,6247000% 63 542 458
17 15-mar-04 3,1872404% 0,4373596% 3,6246000% 43 255 341
18 15-sep-04 3,3989560% 0,2256440% 3,6246000% 22 073 861
19 15-mar-05 3,6246000% 0,0000000% 3,6246000% 0
20 15-sep-05 3,6246000% 0,0000000% 3,6246000%
21 15-mar-06 3,6246000% 0,0000000% 3,6246000%
22 15-sep-06 3,6246000% 0,0000000% 3,6246000%
23 15-mar-07 3,6246000% 0,0000000% 3,6246000%
24 15-sep-07 3,6246000% 0,0000000% 3,6246000%
25 15-mar-08 3,6246000% 0,0000000% 3,6246000%
26 15-sep-08 3,6246000% 0,0000000% 3,6246000%
27 15-mar-09 3,6246000% 0,0000000% 3,6246000%
28 15-sep-09 3,6246000% 0,0000000% 3,6246000%
29 15-mar-10 3,6246000% 0,0000000% 3,6246000%
30 15-sep-10 3,6246000% 0,0000000% 3,6246000%
31 15-mar-11 7,4692000% 0,0000000% 7,4692000%
32 15-sep-11 7,4692000% 0,0000000% 7,4692000%
33 15-mar-12 7,4692000% 0,0000000% 7,4692000%
34 15-sep-12 7,4692000% 0,0000000% 7,4692000%
35 15-mar-13 7,4692000% 0,0000000% 7,4692000%
36 15-sep-13 7,4692000% 0,0000000% 7,4692000%
37 15-mar-14 7,4692000% 0,0000000% 7,4692000%
38 15-sep-14 7,4692000% 0,0000000% 7,4692000%
39 15-mar-15 7,4692000% 0,0000000% 7,4692000%
40 15-sep-15 7,4692000% 0,0000000% 7,4692000%
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* Indicative, calculated with LIBOR = 6,00%
8
CRUISE VISION TWO
EXHIBIT B: TERMINATION INDEMNITY, PURCHASE OPTION PRICE, EARLY TERMINATION
PAYMENT
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WITH NO TRANSFER WITH TRANSFER WITH NO TRANSFER WITH TRANSFER
OF EXPORT CREDIT OF EXPORT CREDIT OF EXPORT CREDIT OF EXPORT CREDIT
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POST-DELIVERY POST-DELIVERY POST-DELIVERY POST-DELIVERY POST-DELIVERY
RENTAL PAYMENT TERMINATION PURCHASE EARLY TERMINATION EARLY TERMINATION EARLY TERMINATION EARLY TERMINATION
DATE (A) INDEMNITY OPTION PRICE* PAYMENT 1 PAYMENT 2 PAYMENT 3 PAYMENT 4
NO. Date (B) (C) (D) (E) (F) (G)
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1 15-mar-96 103,0400% 100,1112% 97,0812% 99,1200% 96,1200%
2 15-sep-96 102,2546% 99,4746% 96,5456% 98,4897% 95,5897%
3 15-mar-97 101,1050% 98,4989% 95,8729% 97,5237% 94,9237%
4 15-sep-97 99,8363% 97,4879% 95,1649% 96,5227% 94,2227%
5 15-mar-98 99,3969% 96,9960% 94,4372% 96,0356% 93,5021%
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6 15-sep-98 98,2040% 95,8319% 93,4234% 94,8830% 92,4984%
7 15-mar-99 96,9802% 94,6376% 92,3878% 93,7005% 91,4730%
8 15-sep-99 95,7338% 93,4213% 91,3354% 92,4963% 90,4310%
9 15-mar-00 94,4023% 92,1220% 90,2080% 91,2099% 89,3148%
10 15-sep-00 93,0364% 90,7891% 89,0532% 89,8901% 88,1714%
11 15-mar-01 91,5685% 89,3567% 87,8080% 88,4719% 86,9386%
12 15-sep-01 90,0963% 87,9200% 86,5653% 87,0495% 85,7082%
13 15-mar-02 88,4704% 86,3334% 85,1820% 85,4786% 84,3386%
14 15-sep-02 86,8427% 84,7450% 83,8047% 83,9059% 82,9749%
15 15-mar-03 85,1151% 83,0591% 82,3395% 82,2367% 81,5242%
16 15-sep-03 83,3228% 81,3101% 80,8202% 80,5050% 80,0200%
17 15-mar-04 81,4631% 79,4953% 79,2454% 78,7082% 78,4607%
------------------------------------------------------------------------------------------------------------------------
18 15-sep-04 79,5535% 80,4879% 77,6319% 77,6319%
19 15-mar-05 77,5424% 78,5447% 75,6693% 75,6693%
20 15-sep-05 75,4977% 76,5691% 73,6740% 73,6740%
21 15-mar-06 73,3586% 74,5025% 71,5866% 71,5866%
22 15-sep-06 71,1757% 72,3933% 69,4564% 69,4564%
23 15-mar-07 68,8961% 70,1908% 67,2319% 67,2319%
24 15-sep-07 66,5810% 67,9540% 64,9727% 64,9727%
25 15-mar-08 64,1593% 65,6142% 62,6095% 62,6095%
26 15-sep-08 61,6585% 63,1979% 60,1691% 60,1691%
27 15-mar-09 59,0769% 60,7037% 57,6499% 57,6499%
28 15-sep-09 56,4277% 58,1441% 55,0647% 55,0647%
29 15-mar-10 53,6911% 55,5001% 52,3942% 52,3942%
30 15-sep-10 50,8924% 52,7960% 49,6631% 49,6631%
31 15-mar-11 47,3986% 50,0000% 46,2537% 46,2537%
32 15-sep-11 43,6816% 48,6323% 41,1631% 41,1631%
33 15-mar-12 38,9134% 43,8164% 36,3472% 36,3472%
34 15-sep-12 34,4221% 39,2802% 31,8110% 31,8110%
35 15-mar-13 30,1799% 34,9956% 27,5264% 27,5264%
36 15-sep-13 26,1619% 30,9374% 23,4682% 23,4682%
37 15-mar-14 22,3457% 27,0830% 19,6138% 19,6138%
38 15-sep-14 18,7111% 23,4121% 15,9429% 15,9429%
39 15-mar-15 15,2400% 19,9063% 12,4371% 12,4371%
40 15-sep-15 12,6208% 17,2609% 9,7917% 9,7917%
41 15-mar-16 10,0000%
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On the 15 September 2004, the Purchase Option Price will be reduced of an amount
equal to the Variable Amount given in Exhibit A on the corresponding date and
increased of the Variable Amount as defined in Clause 13.3.1 calculated on the
LIBOR applicable for the Rental Payment due on the corresponding date