Exhibit 10.1
THE MARKED PORTIONS OF THIS AGREEMENT
HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT
Amendment
to
First Amended and Restated Agreement
This Amendment modifies and amends the terms of that certain First Amended and
Restated Agreement dated as of September 15, 1996 but effective as of September
1, 1995 (the "Agreement") by and between SeaVision, Inc., a Delaware corporation
(hereinafter referred to as "SeaVision"), and Celebrity Cruises Inc., a Liberian
corporation (hereinafter referred to as "Celebrity").
1. Operators. Section 1.(a)(ii) of the Agreement is hereby amended to delete
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the requirement for SeaVision to post one Operator to each Ship at
SeaVision's cost and expense. In lieu thereof, Celebrity will either employ
the operator at its own cost or reimburse SeaVision for one hundred percent
of the salary, travel, payroll taxes and fringe benefits of the Operator (if
Celebrity requests SeaVision to provide the operator). SeaVision will train
such operators at no charge to Celebrity.
2. Fee. A new Section l.b(xi) is hereby added to the Agreement: "Celebrity
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agrees to pay SeaVision the sum of [Redacted - Confidential Treatment
Requested] per passenger cabin per day (the "Operating Fee") effective
September 10, 1997 through February 28, 1998 (the "Extension Period") for
each passenger cabin covered under the Agreement (with respect to the m.v.
Mercury the fee will begin on the date installation is completed and is
operational to paying passengers.) Unless otherwise agreed to by the parties
in writing prior to February 28, 1998 the Operating Fee will increase to
[Redacted - Confidential Treatment Requested] per passenger cabin per day on
March 1, 1998.
3. Mercury. In addition to the components listed on Exhibit D to be purchased
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by Celebrity for the m.v. Mercury, Celebrity shall pay, upon activation of
the System on board that Ship, the sum of [Redacted - Confidential Treatment
Requested] for the installation of the System on board the m.v. Mercury.
Upon such payment, Celebrity will own (i) one hundred percent of the
hardware installed on the m.v. Mercury and (ii) will receive a perpetual,
non-transferable license to use the Software onboard Mercury.
4. Installation Date. The September 15, 1997 installation date for the System
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onboard the m.v. Mercury contemplated in Section 1.(a)(i) of the Agreement
is waived. Installation will be completed and the System will be fully
operational on or before November 2, 1997. SeaVision will use reasonable
efforts to have the System operational prior to that date for the travel
agent inaugural events.
5. Letter. SeaVision hereby agrees to retract its letter dated
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September 10, 1997 to Andeas Angeledakis exercising its termination rights
under the Agreement.
6. Termination Rights. SeaVision shall not exercise its right to terminate the
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Agreement under Section 4.(b) of the Agreement prior to December 31, 1997
and such termination shall not be effective until thirty (30) days
thereafter. Notwithstanding the foregoing, SeaVision's right to terminate
under Section 4.(b) of the Agreement is not affected for any period of time
after such date.
7. Purchase Option. SeaVision hereby agrees that Celebrity has the right at
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anytime during the Extension Period to purchase the hardware and a
perpetual, non-transferable license to use the Software on m.v. Galaxy, m.v.
Horizon, m.v. Zenith and m.v. Century for [Redacted - Confidential Treatment
Requested] per vessel. Upon notification of such purchase and payment of the
total purchase price of [Redacted - Confidential Treatment Requested], each
party's obligation under this Amendment and the Agreement shall terminate,
except to the extent any provision expressly survives the termination of the
Agreement or Amendment.
8. Maintenance. Celebrity and SeaVision agree to discuss the terms of an
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agreement regarding ongoing maintenance and support to be executed in the
event Celebrity exercises its purchase option set forth above. The
maintenance agreement shall provide for maintenance to be provided at fee
not to exceed [Redacted - Confidential Treatment Requested]/hour, plus
travel and expenses. The hourly fee will be subject to an annual adjustment,
not to exceed the Increase in Consumer Price Index (from relevant industry).
The maintenance agreement will also provide for the software source code to
be placed in escrow in a mutually agreeable location.
9. Transferability. In the event of the sale of one of the Celebrity vessels
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(or the vessel is otherwise withdrawn from service) on which the System is
installed, Celebrity may transfer all of such vessel's rights hereunder and
under the Agreement, including the Software license, to a different vessel
operating under the Celebrity brand.
10. Additional Terms. Except as expressly amended herein, the Agreement
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remains in full force and effect.
11. Facsimile Copies. In order to expedite the execution of this Amendment,
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the parties agree that facsimile copies of this Amendment shall be treated
as originals until such time as original documents are executed and
delivered.
In Witness Whereof, the parties have executed this Amendment on the dates set
forth below.
SeaVision, Inc.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: President
Dated: September 19, 1997
Celebrity Cruises, Inc.
By: /s/ Xxxxxxxx Xxxxxxxxxxx
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Name: Xxxxxxxx Xxxxxxxxxxx
Title: Exec. V.P., COO
Dated: September 19, 1997
