AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
EXHIBIT 10.3
EXECUTION COPY
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of May 24, 2019, is among ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation (the “Borrower”), the various financial institutions party hereto (collectively, the “Lender Parties”) and NORDEA BANK ABP, NEW YORK BRANCH (as successor to Nordea Bank AB (publ), New York Branch), as administrative agent (the “Administrative Agent”) for the Lender Parties.
PRELIMINARY STATEMENTS
(1) The Borrower, the various financial institutions party thereto and the Administrative Agent are parties to a Credit Agreement, as amended and restated as of August 23, 2013, as further amended as of July 10, 2015 and as further amended and restated as of October 12, 2017 (such Credit Agreement as in effect immediately prior to giving effect to this Amendment, the “Credit Agreement”); and
(2) The Borrower, the Lender Parties and the Administrative Agent have agreed to amend the Credit Agreement as hereinafter set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Amendments to the Credit Agreement. The Borrower, the Administrative Agent and the Lender Parties agree that the Credit Agreement is, subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows.
(a) | The definitions of “Applicable Margin” and Applicable Percentage” in Section 1.1 are restated in full to read as follows: |
“Applicable Margin” means as of any date, a percentage per annum determined by reference to the Senior Debt Rating in effect on such date as set forth below:
Senior Debt Rating S&P/Xxxxx’x | Applicable Margin for Base Rate Advances | Applicable Margin for LIBO Rate Advances and Swing Line Advances |
Level 1 A- or A3 (or higher) | 0.000% | 0.795% |
Level 2 BBB+ or Baa1 | 0.000% | 0.900% |
Level 3 BBB or Baa2 | 0.000% | 1.000% |
Xxxxx 0 XXX- or Baa3 | 0.100% | 1.100% |
Level 5 BB+ or Ba1 (or lower) | 0.300% | 1.300% |
“Applicable Percentage” means, as of any date a percentage per annum determined by reference to the Senior Debt Rating in effect on such date as set forth below:
NYDOCS02/1131965 Royal Caribbean – Enabling Amendment
Senior Debt Rating S&P/Xxxxx’x | Applicable Percentage |
Level 1 A- or A3 (or higher) | 0.080% |
Level 2 BBB+ or Baa1 | 0.100% |
Level 3 BBB or Baa2 | 0.125% |
Xxxxx 0 XXX- xx Xxx0 | 0.000% |
Xxxxx 0 XXx xx Xx0 (xx lower) | 0.200% |
(b) | Clause (c)(i) of the definition of “Base Rate” in Section 1.1 is restated in full to read as follows: |
(i) the rate per annum appearing on Reuters LIBOR01 Page (or any successor page) as the London interbank offered rate for deposits in Dollars (“LIBOR”), at approximately 11:00 A.M. (London time) on such date or
(c) | Section 1.1 is amended by including the following terms in appropriate alphabetical order: |
“LIBOR” has the meaning specified in the definition of Base Rate.
“LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent reasonably designates to determine LIBOR (or such other commercially available source providing such quotations as may be reasonably designated by the Administrative Agent from time to time).
“LIBOR Successor Rate” has the meaning specified in Section 2.8(c).
“LIBOR Successor Rate Conforming Changes” has the meaning specified in Section 2.8(c).
“Scheduled Unavailability Date” has the meaning specified in Section 2.8(c).
(d) | Section 1.4 is amended by restating the last sentence thereof in full to read as follows: |
Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP as in effect on December 31, 2018 (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for purposes of this Agreement regardless of any change in GAAP following December 31, 2018 that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capitalized leases; provided that, for clarification purposes, operating leases recorded as liabilities on the balance sheet due to a change in accounting treatment, or otherwise, shall for all purposes not be treated as Indebtedness, Capital Lease Obligations or Capitalized Lease Liabilities.
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(e) | Section 2.8 is amended by including the following clause (c), which shall read as follows: |
(c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:
(i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii) the administrator of the LIBOR Screen Rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or
(iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.8(c), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,
then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 P.M. (New York City time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBO Rate Advances shall be suspended, (to the extent of the affected LIBO Rate Advances or Interest Periods), and (y) clause (c) of the definition of “Base Rate” in Section 1.1 shall no longer be utilized in determining the Base Rate. Upon receipt of such notice,
NYDOCS02/1131965 Royal Caribbean – Enabling Amendment
the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Advances (to the extent of the affected LIBO Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances (subject to the foregoing clause (y)) in the amount specified therein.
Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.
For purposes hereof, “LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent in consultation with the Borrower, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement).
(f) | Section 6.2.2 is amended by including the following clause (e), which shall read as follows: |
(e) Indebtedness of Silversea Cruise Holding Ltd. and its subsidiaries (“Silversea”) outstanding on May 24, 2019 and identified in Item 6.2.2 of the Disclosure Schedule.
(g) | Section 6.2.3 is amended by including the following clause (t), which shall read as follows: |
(t) Liens on any property of Silversea in existence as of May 24, 2019 and identified in Item 6.2.3 of the Disclosure Schedule.
(h) | The Disclosure Schedule is restated in full in the form attached to this Amendment as Exhibit A. |
SECTION 2. Conditions of Amendment Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and all Lender Parties or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment. This Amendment is subject to the provisions of Section 11.1 of the Credit Agreement.
SECTION 3. Representation and Warranty of the Borrower. To induce the Lender Parties to enter into this Amendment, the Borrower represents and warrants that, as of the Amendment Effective Date:
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(a) The representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct, 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 has occurred and is continuing.
SECTION 4. Reference to and Effect on the Credit Agreement and the Notes. (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.
(b)The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender Party or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision thereof.
SECTION 5. Costs and Expenses. The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other documents to be delivered hereunder (including the reasonable and documented fees and expenses of one counsel for the Administrative Agent and the Lender Parties with respect hereto and thereto; it being understood that the foregoing shall be limited to the reasonable and documented fees and expenses of Shearman & Sterling LLP) in accordance with the terms of Section 11.3 of the Credit Agreement.
SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 8. Defined Terms. Capitalized terms not otherwise defined in the Amendment shall have the same meanings as specified in the Credit Agreement.
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EXHIBIT 10.3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
By /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President, Treasurer
Name: Xxxxx X. Xxxxxx
Title: Vice President, Treasurer
Accepted and Agreed as of the date first above written:
NORDEA BANK ABP, NEW YORK BRANCH
as Administrative Agent and Lender
as Administrative Agent and Lender
By /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Managing Director
Name: Xxxxxx Xxxxxx
Title: Managing Director
By /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Director
Name: Xxxx Xxxxx
Title: Director
CITIBANK, N.A.
By /s/ Xxxxxx Xx Xxxxxxx
Name: Xxxxxx Xx Xxxxxxx
Title: Vice President of Citibank, N.A.
Name: Xxxxxx Xx Xxxxxxx
Title: Vice President of Citibank, N.A.
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
By /s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Head of Global Client Coverage NY - CIB
Name: Xxxxxxxx Xxxxxx
Title: Head of Global Client Coverage NY - CIB
By /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
DNB CAPITAL LLC
By /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: First Vice President
Name: Xxxxxxx Xxxxxx
Title: First Vice President
By /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Senior Vice President
Name: Xxxxxxxx Xxxxxxx
Title: Senior Vice President
FIFTH THIRD BANK
By /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
HSBC BANK USA, NATIONAL ASSOCIATION
By /s/ Xxxxxx Xx Xxxxx
Name: Xxxxxx Xx Xxxxx
Title: Managing Director
Name: Xxxxxx Xx Xxxxx
Title: Managing Director
BANK OF AMERICA, N.A.
By /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Managing Director
Name: Xxxxx X. Xxxxx
Title: Managing Director
MIZUHO BANK, LTD.
By /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Authorized Signatory
Name: Xxxxx Xxxx
Title: Authorized Signatory
SUNTRUST BANK
By /s/ Xxxxxxxx Xxxx
Name: Xxxxxxxx Xxxx
Title: Vice President
Name: Xxxxxxxx Xxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ Xxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxx X. Xxxxxxxx
Title: Managing Director
Name: Xxxxxxxx X. Xxxxxxxx
Title: Managing Director
BNP PARIBAS
By /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Managing Director
Name: Xxxxxxx Xxxx
Title: Managing Director
By /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Director
Name: Xxxxxxx Xxxx
Title: Director
INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED NEW YORK BRANCH
By /s/ Kan Chen Name: Kan Chen Title: Director | By /s/ Gang Duan Name: Gang Duan Title: Executive Director |
JPMORGAN CHASE BANK, N.A.
By /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Executive Director
Name: Xxxxxxx Xxxx
Title: Executive Director
SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL)
By /s/ Peder Garmefelt
Name: Peder Garmefelt
Title: Head of Shipping Finance, London
Name: Peder Garmefelt
Title: Head of Shipping Finance, London
By /s/ Xxxxxxx Xxxxxxxxxx
Name: Xxxxxxx Xxxxxxxxxx
Title: Client Executive
Name: Xxxxxxx Xxxxxxxxxx
Title: Client Executive
SUMITOMO MITSUI BANKING CORPORATION
By /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Executive Director
Name: Xxxxxxx Xxxxxxx
Title: Executive Director
MUFG BANK. LTD. (formerly known as The Bank Of Tokyo-Mitsubishi UFJ, Ltd.)
By /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
Name: Xxxxx X. Xxxxxx
Title: Vice President
SOCIÉTÉ GÉNÉRALE
By /s/ Xxxxxxx Xx
Name: Xxxxxxx Xx
Title: Director
Name: Xxxxxxx Xx
Title: Director
BANCO SANTANDER, S.A.
By /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Executive Director
Name: Xxxxx Xxxxxx
Title: Executive Director
By /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Attorney
Name: Xxxxx Xxxxxx
Title: Attorney
U.S. BANK NATIONAL ASSOCIATION
By /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Director
Name: Xxxxx Xxxxxxxx
Title: Director
XXXXXXX SACHS BANK USA
By /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, NEW YORK BRANCH
By /s/ Christian Jagenberg Name: Christian Jagenberg Title: Executive Vice President | By /s/ Xxxxxxx X. Winklmeier Name: Xxxxxxx X. Winklmeier Title: Senior Vice President |
XXXXXX XXXXXXX BANK, N.A.
By /s/ Emanuel Ma
Name: Emanuel Ma
Title: Authorized Signatory
Name: Emanuel Ma
Title: Authorized Signatory
PNC BANK, NATIONAL ASSOCIATION
By /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Vice President
Name: Xxxx Xxxx
Title: Vice President
EXHIBIT 10.3
Exhibit A
Disclosure Schedule
[see attached]
[see attached]
1187142.01B-NYCSR04A - MSW
DISCLOSURE SCHEDULE
Item 5.9 (b): Vessels
Vessel | Owner | Flag |
Sovereign | RCL Sovereign LLC | Malta |
Empress of the Seas | Nordic Empress Shipping Inc. | Bahamas |
Monarch | RCL Monarch LLC | Malta |
Majesty of the Seas | Majesty of the Seas Inc. | Bahamas |
Grandeur of the Seas | Grandeur of the Seas Inc. | Bahamas |
Rhapsody of the Seas | Rhapsody of the Seas Inc. | Bahamas |
Enchantment of the Seas | Enchantment of the Seas Inc. | Bahamas |
Vision of the Seas | Vision of the Seas Inc. | Bahamas |
Voyager of the Seas | Voyager of the Seas Inc. | Bahamas |
Horizon | RCL Horizon LLC | Malta |
Zenith | RCL Zenith LLC | Malta |
Mariner of the Seas | Mariner of the Seas Inc. | Bahamas |
Celebrity Millennium | Millennium Inc. | Malta |
Explorer of the Seas | Explorer of the Seas Inc. | Bahamas |
Celebrity Infinity | Infinity Inc. | Malta |
Radiance of the Seas | Radiance of the Seas Inc. | Bahamas |
Celebrity Summit | Summit Inc. | Malta |
Adventure of the Seas | Adventure of the Seas Inc. | Bahamas |
Navigator of the Seas | Navigator of the Seas Inc. | Bahamas |
Celebrity Constellation | Constellation Inc. | Malta |
Serenade of the Seas | Serenade of the Seas Inc. | Bahamas |
Jewel of the Seas | Jewel of the Seas Inc. | Bahamas |
Celebrity Xpedition | Islas Galapagos Turismo y Vapores CA | Ecuador |
Freedom of the Seas | Freedom of the Seas Inc. | Bahamas |
Azamara Journey | Azamara Journey Inc. | Malta |
Azamara Quest | Azamara Quest Inc. | Malta |
Liberty of the Seas | Liberty of the Seas Inc. | Bahamas |
Independence of the Seas | Independence of the Seas Inc. | Bahamas |
Celebrity Solstice | Celebrity Solstice Inc. | Malta |
Celebrity Equinox | Celebrity Equinox Inc. | Malta |
1187142.01B-NYCSR04A - MSW
Vessel | Owner | Flag |
Oasis of the Seas | Oasis of the Seas Inc. | Bahamas |
Celebrity Eclipse | Celebrity Eclipse Inc. | Malta |
Allure of the Seas | Allure of the Seas Inc. | Bahamas |
Celebrity Silhouette | Celebrity Silhouette Inc. | Malta |
Celebrity Reflection | Celebrity Reflection Inc. | Malta |
Quantum of the Seas | Quantum of the Seas Inc. | Bahamas |
Brilliance of the Seas | Brilliance of the Seas Shipping Inc. | Bahamas |
Anthem of the Seas | Anthem of the Seas Inc. | Bahamas |
Celebrity Xperience | Oceanadventures S.A. | Ecuador |
Celebrity Xploration | Oceanadventures S.A. | Ecuador |
Ovation of the Seas | Ovation of the Seas Inc. | Bahamas |
Harmony of the Seas | Harmony of the Seas Inc. | Bahamas |
Symphony of the Seas | Symphony of the Seas Inc. | Bahamas |
Celebrity Edge | Celebrity Edge Inc. | Malta |
Azamara Pursuit | Azamara Pursuit Inc. | Malta |
Silver Cloud | Silver Cloud Shipping Co. Ltd. | Bahamas |
Silver Wind | Silver Wind Shipping Ltd. | Bahamas |
Silver Shadow | Silver Shadow Shipping Co. Ltd. | Bahamas |
Silver Spirit | Silver Spirit Shipping Co. Ltd. | Bahamas |
Silver Muse | Silver Muse Shipping Co. Ltd. | Bahamas |
Silver Galapagos | Conodros CL | Ecuador |
Item 5.10: Existing Principal Subsidiaries
Name of the Subsidiary | Jurisdiction of Organization |
Jewel of the Seas Inc. | Liberia |
Majesty of the Seas 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 |
1187142.01B-NYCSR04A - MSW
Name of the Subsidiary | Jurisdiction of Organization |
Voyager of the Seas Inc. | Liberia |
Explorer of the Seas Inc. | Liberia |
Radiance of the Seas Inc. | Liberia |
Adventure of the Seas Inc. | Liberia |
Navigator of the Seas Inc. | Liberia |
Serenade of the Seas Inc. | Liberia |
Mariner of the Seas Inc. | Liberia |
Millennium Inc. | Liberia |
Infinity Inc. | Liberia |
Summit Inc. | Liberia |
Constellation Inc. | Liberia |
Islas Galápagos Turismo y Vapores C.A. | Ecuador |
Freedom of the Seas Inc. | Liberia |
Azamara Journey Inc. | Liberia |
Azamara Quest Inc. | Liberia |
RCL Zenith LLC | Liberia |
Nordic Empress Shipping Inc. | Liberia |
Liberty of the Seas Inc. | Liberia |
Independence of the Seas Inc. | Liberia |
Celebrity Solstice Inc. | Liberia |
Oasis of the Seas Inc. | Liberia |
Celebrity Eclipse Inc. | Liberia |
Celebrity Equinox Inc. | Liberia |
RCL Horizon LLC | Liberia |
RCL Sovereign LLC | Liberia |
Allure of the Seas Inc. | Liberia |
Celebrity Silhouette Inc. | Liberia |
Celebrity Reflection Inc. | Liberia |
RCL Monarch LLC | Liberia |
Quantum of the Seas Inc. | Liberia |
Brilliance of the Seas Shipping Inc. | Liberia |
Anthem of the Seas Inc. | Liberia |
Oceanadventures S.A. | Ecuador |
1187142.01B-NYCSR04A - MSW
Name of the Subsidiary | Jurisdiction of Organization |
Ovation of the Seas Inc. | Liberia |
Harmony of the Seas Inc. | Liberia |
Symphony of the Seas Inc. | Liberia |
Celebrity Edge Inc. | Liberia |
Azamara Pursuit Inc. | Liberia |
Silver Cloud Shipping Co. Ltd. | Bahamas |
Silver Wind Shipping Ltd. | Bahamas |
Silver Shadow Shipping Co. Ltd. | Bahamas |
Silver Spirit Shipping Co. Ltd. | Bahamas |
Silver Muse Shipping Co. Ltd. | Bahamas |
Conodros CL | Ecuador |
Item 6.2.2: Existing Indebtedness of Silversea
(a) The obligations of the Borrower or its Subsidiaries in connection with those certain Bareboat Charterparties with respect to (i) the vessel SILVER EXPLORER dated July 22, 2011 between Silversea Cruises Ltd. and Hammonia Adventure and Cruise Shipping Company Ltd. and (ii) the vessel SILVER WHISPER dated March 15, 2012 between Whisper S.p.A. and various lessors, and the replacement, extension, renewal or amendment of each of the foregoing without increase in the amount or change in any direct or contingent obligor of such obligations, (the “Existing Silversea Leases”);
(b) Indebtedness arising pursuant to that certain Bareboat Charterparty dated May 17, 2018 by and between Hai Xing 1702 Limited and Silversea New Build Eight Ltd., as such agreement may be amended from time to time; and
(c) Indebtedness secured by Liens of the type described in Item 6.2.3 of the Disclosure Schedule.
Item 6.2.3: Existing Liens of Silversea
(a) Liens securing the $620 million in principal amount of 7.25% senior secured notes due 2025 issued by Silversea Cruise Finance Ltd. pursuant that that Indenture dated as of January 30, 2017;
(b) Liens on the vessels SILVER WHISPER and SILVER EXPLORER existing as of the Effective Date and securing the Existing Silversea Leases (and any Lien on such vessels securing any refinancing of the Existing Silversea Leases, so long as such Vessel was subject to a Lien securing the Indebtedness being refinanced immediately prior to such refinancing);
(c) Liens on the Vessel with Hull 6280 currently being built at Fincantieri S.p.A. and arising pursuant to that certain Bareboat Charterparty dated May 17, 2018 by and between Hai Xing 1702 Limited and Silversea New Build Eight Ltd., as such agreement may be amended from time to time (and any Lien on such vessel securing any refinancing of such bareboat charterparty); and
1187142.01B-NYCSR04A - MSW
(d) Liens securing Indebtedness of the type described in Item 6.2.2 of the Disclosure Schedule.
1187142.01B-NYCSR04A - MSW
