UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                    to                                   
Commission file number: 1-11884
ROYAL CARIBBEAN CRUISES LTD.
(Exact name of registrant as specified in its charter)
Republic of Liberia
(State or other jurisdiction of
incorporation or organization)
98-0081645
(I.R.S. Employer Identification No.)
1050 Caribbean Way, Miami, Florida 33132
(Address of principal executive offices) (zip code)
(305) 539-6000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Stock, par value $.01 per share
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  x     No  o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o     No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x     No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x     No  o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes  x     No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act).
Large accelerated filer  x
 
Accelerated filer  o
 
Non-accelerated filer  o
  (Do not check if a
smaller reporting company)
 
Smaller reporting company  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  o     No  x
The aggregate market value of the registrant's common stock at June 30, 2015 (based upon the closing sale price of the common stock on the New York Stock Exchange on June 30, 2015 ) held by those persons deemed by the registrant to be non-affiliates was approximately $14.4 billion . Shares of the registrant's common stock held by each executive officer and director and by each entity or person that, to the registrant's knowledge, owned 10% or more of the registrant's outstanding common stock as of June 30, 2015 have been excluded from this number in that these persons may be deemed affiliates of the registrant. This determination of possible affiliate status is not necessarily a conclusive determination for other purposes.
There were 217,408,741 shares of common stock outstanding as of February 12, 2016 .
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Definitive Proxy Statement relating to its 2016 Annual Meeting of Shareholders are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K as indicated herein.
 


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ROYAL CARIBBEAN CRUISES LTD.
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PART I
As used in this Annual Report on Form 10-K, the terms “Royal Caribbean,” the “Company,” “we,” “our” and “us” refer to Royal Caribbean Cruises Ltd. and, depending on the context, Royal Caribbean Cruises Ltd.’s consolidated subsidiaries and/or affiliates. The terms “Royal Caribbean International,” “Celebrity Cruises,” “Pullmantur,” “Azamara Club Cruises,” “CDF Croisières de France,” and “TUI Cruises” refer to our cruise brands. However , because TUI Cruises is an unconsolidated investment, our operating results and other disclosures herein do not include TUI Cruises unless otherwise specified. In accordance with cruise vacation industry practice, the term “berths” is determined based on double occupancy per cabin even though many cabins can accommodate three or more passengers.

This Annual Report on Form 10-K also includes trademarks, trade names and service marks of other companies. Use or display by us of other parties’ trademarks, trade names or service marks is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, these other parties other than as described herein.

Item 1. Business.

General

We are the world’s second largest cruise company. We own Royal Caribbean International, Celebrity Cruises, Pullmantur, Azamara Club Cruises, CDF Croisières de France and a 50% joint venture interest in TUI Cruises. Together, these six brands operate a combined 44 ships in the cruise vacation industry with an aggregate capacity of approximately 110,900 berths as of December 31, 2015 .

Our ships operate on a selection of worldwide itineraries that call on approximately 490 destinations on all seven continents. In addition to our headquarters in Miami, Florida, we have offices and a network of international representatives around the world which primarily focus on our global guest sourcing.

We compete principally on the basis of exceptional service provided by our crew, innovation and quality of ships, variety of itineraries, choice of destinations and price. We believe that our commitment to build state-of-the-art ships and to invest in the maintenance and upgrade of our fleet to, among other things, incorporate our latest signature innovations, allows us to continue to attract new and loyal repeat guests.

We believe cruising continues to be a popular vacation choice due to its inherent value, extensive itineraries and variety of shipboard and shoreside activities. In addition, we believe that our products appeal to a large consumer base and are not dependent on a single market or demographic.

Royal Caribbean was founded in 1968 as a partnership. Its corporate structure evolved over the years and the current parent corporation, Royal Caribbean Cruises Ltd., was incorporated on July 23, 1985 in the Republic of Liberia under the Business Corporation Act of Liberia.

Our Brands

Our global brands include Royal Caribbean International, Celebrity Cruises and Azamara Club Cruises. These brands are complemented by our Pullmantur brand, which is primarily focused on the cruise market in Spain; our CDF Croisières de France brand, which provides us with a tailored product targeted at the French market; and our 50% joint venture, TUI Cruises, which is specifically tailored for the German market. The operating results of all of our brands are included in our consolidated results of operations, except for TUI Cruises, which is accounted for under the equity method of accounting. Refer to Note 1. General and Note 6. Other Assets to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further details.

We believe our global brands possess the versatility to enter multiple cruise market segments within the cruise vacation industry. Although each of our brands has its own marketing style as well as ships and crews of various sizes, the nature of the products sold and services delivered by our brands share a common base (i.e., the sale and provision of cruise vacations). Our brands also have similar itineraries as well as similar cost and revenue components. In

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addition, our brands source passengers from similar markets around the world and operate in similar economic environments with a significant degree of commercial overlap. As a result, we strategically manage our brands as a single business with the ultimate objective of maximizing long-term shareholder value.

Royal Caribbean International

We currently operate 23 ships with an aggregate capacity of approximately 68,600 berths under our Royal Caribbean International brand, offering cruise itineraries that range from two to 24 nights. In April 2015, Royal Caribbean International took delivery of the 4,100 berth Anthem of the Seas , our second Quantum-class ship. In addition, we currently have five ships on order with an aggregate capacity of approximately 23,350 berths. These include our third, fourth and fifth Quantum-class ships, which are scheduled to enter service in the second quarter of 2016, second quarter of 2019 and fourth quarter of 2020, respectively, and our third and fourth Oasis-class ships, which are scheduled to enter service in the second quarter of 2016 and 2018, respectively. Additionally, we announced that Empress of the Seas will be redeployed from Pullmantur to Royal Caribbean International in early 2016 and Splendour of the Seas will be sold to TUI Cruises in April 2016. Royal Caribbean International offers a variety of itineraries to destinations worldwide, including Alaska, Asia, Australia, Bahamas, Bermuda, Canada, the Caribbean, Europe, the Panama Canal, South America and New Zealand.

Royal Caribbean International is positioned at the upper end of the contemporary segment of the cruise vacation industry, generally characterized by cruises that are seven nights or shorter and feature a casual ambiance as well as a variety of activities and entertainment venues. We believe that the quality of the Royal Caribbean International brand also enables it to attract guests from the premium segment, which is generally characterized by cruises that are seven to 14 nights and appeal to the more experienced guest who is usually more affluent. This allows Royal Caribbean International to achieve market coverage that is among the broadest of any of the major cruise brands in the cruise vacation industry. Royal Caribbean International’s strategy is to attract an array of vacationing guests by providing a wide variety of itineraries and cruise lengths with multiple innovative options for onboard dining, entertainment and other onboard activities. We believe that the variety and quality of Royal Caribbean International’s product offerings represent excellent value to consumers, especially to couples and families traveling with children. Because of the brand’s extensive and innovative product offerings, we believe Royal Caribbean International is well positioned to attract new consumers to the cruise vacation industry and to continue to bring loyal repeat guests back for their next vacation.

Celebrity Cruises

We currently operate 10 ships with an aggregate capacity of approximately 23,100 berths under our Celebrity Cruises brand, offering cruise itineraries that range from two to 18 nights. In addition, we have two ships of a new generation, known as "Project Edge," on order with an aggregate capacity of approximately 5,800 berths which are expected to enter service in the second half of 2018 and the first half of 2020, respectively. Celebrity Cruises offers a variety of itineraries to popular destinations, including Alaska, Asia, Australia, Bermuda, Canada, the Caribbean, Europe, Hawaii, New Zealand, the Panama Canal and South America.

Celebrity Cruises is positioned within the premium segment of the cruise vacation industry. Celebrity Cruises’ strategy is to target experienced cruisers and quality and service oriented new cruisers by delivering a destination-rich experience onboard upscale ships that offer, among other things, luxurious accommodations, a high staff-to-guest ratio, fine dining, personalized service and extensive spa facilities.

Azamara Club Cruises

We currently operate two ships with an aggregate capacity of approximately 1,400 berths under our Azamara Club Cruises brand, offering cruise itineraries that range from three to 20 nights. Azamara Club Cruises is designed
to serve the up-market segment of the North American, United Kingdom and Australian markets. The up-market segment incorporates elements of the premium segment and the luxury segment which is generally characterized by smaller ships, high standards of accommodation and service, higher prices and exotic itineraries.

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Azamara Club Cruises’ strategy is to deliver distinctive destination experiences through unique itineraries with more overnights and longer stays as well as comprehensive tours allowing guests to experience the destination in more depth. Azamara Club Cruises’ focus is to attract experienced travelers who are looking for more comprehensive destination experiences, and who seek a more intimate onboard experience and a high level of service. In furtherance of this strategy, Azamara Club Cruises includes as part of the base price of the cruise certain complimentary onboard services, amenities and activities which are not normally included in the base price of most other cruise lines. Azamara Club Cruises sails in Asia, Australia, Northern and Western Europe, the Mediterranean, Central and South America, as well as North America and the less-traveled islands of the Caribbean.

Pullmantur

We currently operate three ships with an aggregate capacity of approximately 6,200 berths under our Pullmantur brand, offering cruise itineraries that range from two to 15 nights throughout South America, the Caribbean and Europe. Pullmantur, which operates in the contemporary segment, is designed to attract Spanish-speaking families and couples and includes a Spanish-speaking crew as well as tailored food and entertainment options. While Pullmantur’s strategy over the last several years has focused both on its core cruise market in Spain and on expansion throughout Latin America, significant and continuing challenges in Latin America have resulted in our recent decision to reduce capacity for the brand. As part of these “right-sizing” efforts, we will redeploy Pullmantur's Empress to the Royal Caribbean International fleet in 2016, as well as cancel the intended transfer of the Majesty of the Seas to the Pullmantur fleet. For further information on our right-sizing strategy, please refer to Note 3. Goodwill to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data .

CDF Croisières de France

We currently operate two ships with an aggregate capacity of approximately 2,800 berths under our CDF Croisières de France brand. CDF Croisières de France offers seasonal itineraries to the Mediterranean, Europe and Caribbean. CDF Croisières de France is designed to serve the contemporary segment of the French cruise market by providing a brand tailored for French cruise guests.

TUI Cruises

TUI Cruises is a joint venture owned 50% by us and 50% by TUI AG, a German tourism and shipping company, and is designed to serve the contemporary and premium segments of the German cruise market by offering a product tailored for German guests. All onboard activities, services, shore excursions and menu offerings are designed to suit the preferences of this target market.

TUI Cruises operates four ships, Mein Schiff 1 , Mein Schiff 2, Mein Schiff 3 and Mein Schiff 4 , with an aggregate capacity of approximately 8,800 berths. In addition, TUI Cruises currently has four newbuild ships on order, including Mein Schiff 5 and Mein Schiff 6, with an aggregate capacity of approximately 5,000 berths, which are scheduled for delivery in the third quarter of 2016 and the second quarter of 2017, respectively, and two ships with an aggregate capacity of approximately 5,700 berths scheduled for delivery in the second quarter of 2018 and 2019, respectively. Additionally, we announced the pending sale of  Splendour of the Seas from Royal Caribbean International to TUI Cruises, which is scheduled to be completed in April 2016. After the sale, TUI Cruises will lease the ship to Thomson Cruises, a subsidiary of TUI AG, which will operate the ship. Furthermore, Mein Schiff 1 and Mein Schiff 2 are expected to be moved to Thomson Cruises within the next few years.

Other

In November 2014, we formed a strategic partnership with Ctrip.com International Ltd. ("Ctrip"), a Chinese travel service provider, to operate a new cruise brand known as SkySea Cruises. We and Ctrip each own 35% of the venture, with the remaining equity held by the venture's management and a private equity fund. SkySea Cruises, which is accounted for under the equity method of accounting, commenced operations during the second quarter of 2015

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and operates one ship, Golden Era , formerly known as Celebrity Century. SkySea Cruises offers a custom-tailored product for Chinese cruise guests. All onboard activities, services, shore excursions and menu offerings are designed to suit the preferences of this target market.

Industry

Cruising is considered a well-established vacation sector in the North American and European markets and a developing but promising sector in several other emerging markets. Industry data indicates that market penetration rates are still low and that a significant portion of cruise guests carried are first-time cruisers. We believe this presents an opportunity for long-term growth and a potential for increased profitability.

The following table details market penetration rates for North America, Europe and Asia/Pacific computed based on the number of annual cruise guests as a percentage of the total population:

Year
 
North America (1)(2)
 
Europe (1)(3)
 
Asia/Pacific (1)(4)
2011
 
3.30%
 
1.20%
 
0.03%
2012
 
3.33%
 
1.21%
 
0.04%
2013
 
3.32%
 
1.24%
 
0.05%
2014
 
3.46%
 
1.23%
 
0.06%
2015
 
3.47%
 
1.24%
 
0.08%
(1)
Source: Our estimates are based on a combination of data obtained from publicly available sources including the International Monetary Fund, United Nations, Department of Economic and Social Affairs, Cruise Lines International Association ("CLIA") and G.P. Wild.
(2)
Our estimates include the United States and Canada.
(3)
Our estimates include European countries relevant to the industry (e.g. Nordics, Germany, France, Italy, Spain and the United Kingdom).
(4)
Our estimates include the Southeast Asia (e.g. Singapore, Thailand and the Philippines), East Asia (e.g. China and Japan), South Asia (e.g. India and Pakistan) and Oceanian (e.g. Australia and Fiji Islands) regions.

We estimate that the global cruise fleet was served by approximately 472,000 berths on approximately 288 ships at the end of 2015 . There are approximately 44 ships with an estimated 139,000 berths that are expected to be placed in service in the global cruise market between 2016 and 2020, although it is also possible that ships could be ordered or taken out of service during these periods. We estimate that the global cruise industry carried 23.0 million cruise guests in 2015 compared to 22.0 million cruise guests carried in 2014 and 21.3 million cruise guests carried in 2013 .

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The following table details the growth in global weighted average berths and the global, North American, European and Asia/Pacific cruise guests over the past five years (in thousands, except berth data):
Year
 
Weighted-Average
Supply of
Berths
Marketed
Globally
(1)
 
Royal Caribbean Cruises Ltd. Total Berths
 
Global
Cruise
Guests
(1)
 
North American Cruise Guests (1)(2)
 
European Cruise Guests (1)(3)
 
Asia/Pacific Cruise Guests (1)(4)
2011
 
412,000
 
92,650
 
20,522
 
11,435
 
6,178
 
1,307
2012
 
425,000
 
98,650
 
20,813
 
11,641
 
6,225
 
1,474
2013
 
432,000
 
98,750
 
21,343
 
11,710
 
6,430
 
2,045
2014
 
448,000
 
105,750
 
22,039
 
12,269
 
6,387
 
2,382
2015
 
466,000
 
110,900
 
22,973
 
12,421
 
6,407
 
3,118
_______________________________________________________________________________
(1)
Source: Our estimates of the number of global cruise guests and the weighted-average supply of berths marketed globally are based on a combination of data that we obtain from various publicly available cruise industry trade information sources. We use data obtained from Seatrade Insider, Cruise Industry News and company press releases to estimate weighted-average supply of berths and CLIA and G.P. Wild to estimate cruise guest information. In addition, our estimates incorporate our own statistical analysis utilizing the same publicly available cruise industry data as a base.
(2)
Our estimates include the United States and Canada.
(3)
Our estimates include European countries relevant to the industry (e.g. Nordics, Germany, France, Italy, Spain and the United Kingdom).
(4)
Our estimates include the Southeast Asia (e.g. Singapore, Thailand and the Philippines), East Asia (e.g. China and Japan), South Asia (e.g. India and Pakistan) and Oceanian (e.g. Australia and Fiji Islands) regions.

North America

The majority of cruise guests are sourced from North America, which represented approximately 54% of global cruise guests in 2015 . The compound annual growth rate in cruise guests sourced from this market was approximately 2% from 2011 to 2015 .

Europe

Cruise guests sourced from Europe represented approximately 28% of global cruise guests in 2015 . The compound annual growth rate in cruise guests sourced from this market was approximately 1% from 2011 to 2015 .

Asia/Pacific

Cruise guests sourced from the Asia/Pacific region represented approximately 14% of global cruise guests in 2015 . The compound annual growth rate in cruise guests sourced from this market was approximately 24% from 2011 to 2015 . We expect the Asia/Pacific region to demonstrate an even higher growth rate in the near term, although it will continue to represent a relatively small sector compared to North America.

Competition

We compete with a number of cruise lines. Our principal competitors are Carnival Corporation & plc, which owns, among others, Aida Cruises, Carnival Cruise Line, Costa Cruises, Cunard Line, Holland America Line, P&O Cruises, Princess Cruises and Seabourn; Disney Cruise Line; MSC Cruises; Norwegian Cruise Line Holdings Ltd, which owns Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises. Cruise lines compete with other vacation alternatives such as land-based resort hotels and sightseeing destinations for consumers’ leisure time.

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Demand for such activities is influenced by political and general economic conditions. Companies within the vacation market are dependent on consumer discretionary spending.

Operating Strategies

Our principal operating strategies are to:

protect the health, safety and security of our guests and employees and protect the environment in which our vessels and organization operate,

strengthen and support our human capital in order to better serve our global guest base and grow our business,

further strengthen our consumer engagement in order to enhance our revenues,

increase the awareness and market penetration of our brands globally,

focus on cost efficiency, manage our operating expenditures and ensure adequate cash and liquidity, with the overall goal of maximizing our return on invested capital and long-term shareholder value,

strategically invest in our fleet through the upgrade and maintenance of existing ships and the transfer of key innovations across each brand, while prudently expanding our fleet with new state-of-the-art cruise ships,

capitalize on the portability and flexibility of our ships by deploying them into those markets and itineraries that provide opportunities to optimize returns, while continuing our focus on existing key markets,

further enhance our technological capabilities to service customer preferences and expectations in an innovative manner, while supporting our strategic focus on profitability, and

maintain strong relationships with travel agencies, which continue to be the principal industry distribution channel, while enhancing our consumer outreach programs.

Safety, Environment and Health policies

We are committed to protecting the safety, environment and health of our guests, employees and others working on our behalf. We are also committed to protecting the marine environment and communities in which we operate. Our efforts in these areas are guided by a Maritime Advisory Board of experts, overseen by the Safety, Environment and Health Committee of our Board of Directors and managed by our dedicated Safety, Environment and Health Department which is responsible for all of our maritime safety, global security, environmental stewardship and medical/public health activities.

We believe in transparent reporting on our safety, environment and health performance as well as our corporate responsibility efforts and annually publish a Sustainability Report in accordance with the guidelines of the Global Reporting Initiative. This report, which is accessible on our corporate website, highlights our progress with regards to those environmental and social aspects of our business that we believe are most significant to our organization and stakeholders. Our corporate website also provides information about our environmental performance goals and our voluntary reporting of onboard security incidents. The foregoing information contained on our website is not a part of any of these reports and is not incorporated by reference herein or in any other report or document we file with the Securities and Exchange Commission.

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Human capital

We believe that our employees, both shipboard and shoreside, are a critical success factor for our business. We strive to identify, hire, develop, motivate and retain the best employees, who provide our guests with extraordinary vacations. Attracting, engaging, and retaining key employees has been and will remain critical to our success.

We focus on providing our employees with a competitive compensation structure and development and other personal and professional growth opportunities in order to strengthen and support our human capital. We also select, develop and have strategies to retain high performing leaders to advance the enterprise now and in the future. To that end, we pay special attention to identifying high performing potential leaders and developing deep bench strength so these leaders can assume leadership roles throughout the organization. We strive to maintain a work environment that reinforces collaboration, motivation and innovation, and believe that maintaining our strong employee-focused culture is beneficial to the growth and expansion of our business.

Consumer engagement

We place a strong focus on identifying the needs of our guests and creating product features that our customers value. We are focused on targeting high-value guests by better understanding consumer data and insights and creating communication strategies that best resonate with our target audiences.

We interact with customers across all touch points and seek to identify underlying needs for which guests are willing to pay a premium. We rely on various programs prior to, during and after a cruise vacation aimed at increasing our ticket prices, onboard revenues and occupancy. We have strategically invested in a number of projects onboard our ships, including the implementation of new onboard revenue initiatives that we believe drive profitability and improve the guest experience.

Global awareness and market penetration

We increase brand awareness and market penetration of our cruise brands in various ways, including through the use of communication strategies and marketing campaigns designed to emphasize the unique qualities of each brand and to broaden the awareness of the brand, especially among the brand's target customer groups. Our marketing strategies include the use of traditional media, social media, brand websites and travel agencies. Our brands engage past and potential guests by collaborating with travel partners and through call centers, international offices and international representatives. In addition, Royal Caribbean International, Celebrity Cruises and Azamara Club Cruises target repeat guests with exclusive benefits offered through their respective loyalty programs.

We also increase brand awareness across all of our brands through travel agencies, which generate the majority of our bookings. We are committed to this very important distribution channel by continuing to focus the travel agents on the unique qualities of each of our brands.
 
We sell and market our global brands, Royal Caribbean International, Celebrity Cruises and Azamara Club Cruises, to guests outside of the United States and Canada through our offices in the United Kingdom, France, Germany, Norway, Italy, Spain, Singapore, China, Brazil, Australia and Mexico. We believe that having a local presence in these markets provides us with the ability to react more quickly to local market conditions and better understand our consumer base in each market. We further extend our geographic reach with a network of 37 independent international representatives located throughout the world covering 114 countries. Historically, our focus has been to primarily source guests for our global brands from North America. We continue to expand our focus on selling and marketing our cruise brands to guests in countries outside of North America by tailoring itineraries and onboard product offerings to the cultural characteristics and preferences of our international guests. In addition, we explore opportunities that may arise to acquire or develop brands tailored to specific markets.


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Passenger ticket revenues generated by sales originating in countries outside of the United States were approximately 45% of total passenger ticket revenues in 2015 and 47% and 48% in 2014 and 2013 , respectively. International guests have grown from approximately 2.2 million in 2011 to approximately 2.5 million in 2015 .

Cost efficiency, operating expenditures and adequate cash and liquidity

We continue our commitment to identify and implement cost containment initiatives. In 2015, we consolidated our marine operations organization into a single, global organization in order to better take advantage of synergies, efficiencies and economies of scale of our total fleet. We expect the organization to yield better operating efficiencies while increasing safety and reliability.

We also continue our initiatives to reduce energy consumption and, by extension, fuel costs. These include the design of more fuel-efficient ships as well as the implementation of more efficient hardware, including propulsion and cooling systems incorporating energy efficiencies.

We are focused on maintaining a strong liquidity position, reducing our debt and improving our credit metrics. In addition, we continue to pursue our long-term objective of returning our credit ratings to investment grade. We believe these strategies enhance our ability to achieve our overall goal of maximizing our return on invested capital and long-term shareholder value.

Fleet upgrade, maintenance and expansion

We place a strong focus on product innovation, which we seek to achieve by introducing new concepts on our new ships and continuously making improvements to our fleet. Several of these innovations have become signature elements of our brands, such as the “Royal Promenade” (a boulevard with shopping, dining and entertainment venues) for the Royal Caribbean International brand and enhanced design features found on our Solstice-class ships for the Celebrity Cruises brand.

Our upgrade and maintenance programs enable us to incorporate many of our latest signature innovations throughout the brand fleet and allow us to benefit from economies of scale by leveraging our suppliers. Ensuring consistency across our fleet provides us with the flexibility to redeploy our ships among our brand portfolio.

We are committed to building state-of-the-art ships and we believe our success in this area provides us with a competitive advantage. Our new vessels traditionally generate higher revenue yield premiums and are more efficient to operate than existing vessels.

Our brands, excluding our 50% joint venture TUI Cruises, currently have seven new ships on order. These consist of three Quantum-class ships, which are scheduled to enter service in the second quarter of 2016, second quarter of 2019 and fourth quarter of 2020, respectively, two Oasis-class ships, which are scheduled to enter service in the second quarters of 2016 and 2018, respectively, and two ships of a new generation for Celebrity Cruises, which are scheduled to enter service in the second half of 2018 and the first half of 2020, respectively. The addition of these seven ships is expected to increase our passenger capacity by approximately 29,150 berths by December 31, 2020, or approximately 28.6% , as compared to our capacity as of December 31, 2015 . In addition, TUI Cruises, our 50% joint venture, currently has agreements for the construction of four new ships. These ships are scheduled to enter service in the second quarters of 2016, 2017, 2018 and 2019, with an expected total capacity of 10,700 berths.

In addition, we regularly evaluate opportunities to order new ships, purchase existing ships or sell ships in our current fleet. In the current environment of high industry demand, we anticipate placing orders for new ships earlier than historical practice as well as more aggressively seeking to sell older capacity.

Markets and itineraries


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In an effort to penetrate untapped markets, diversify our consumer base and respond to changing economic and geopolitical market conditions, we continue to seek opportunities to optimally deploy ships to new and stronger markets and itineraries throughout the world. The portability of our ships allows us to readily deploy our ships to meet demand within our existing cruise markets. We make deployment decisions generally 12 to 18 months in advance, with the goal of optimizing the overall profitability of our portfolio. Additionally, the infrastructure investments we have made to create a flexible global sourcing model has made our brands relevant in a number of markets around the world, which allows us to be opportunistic and source the highest yielding guests for our itineraries.

Our ships offer a wide selection of itineraries that call on approximately 490 destinations in 115 countries, spanning all seven continents. We are focused on obtaining the best possible long-term shareholder returns by operating in established markets while growing our presence in developing markets. New capacity allows us to expand into new markets and itineraries. Our brands have expanded their mix of itineraries while strengthening our ability to further penetrate the Asian and Australian markets. Additionally, in order to capitalize on the summer season in the Southern Hemisphere and mitigate the impact of the winter weather in the Northern Hemisphere, our brands have focused on deployment in the Caribbean, Asia and Australia during that period.

In an effort to secure desirable berthing facilities for our ships, and to provide new or enhanced cruise destinations for our guests, we actively assist or invest in the development or enhancement of certain port facilities and infrastructure, including mixed-use commercial properties, located in strategic ports of call. Generally, we collaborate with local, private or governmental entities by providing management and/or financial assistance and often enter into long-term port usage arrangements. Our participation in these efforts is generally accomplished via investments with the relevant government authority and/or various other strategic partnerships established to develop and/or operate the port facilities, by providing direct development and management expertise or in certain limited circumstances, by providing direct or indirect financial support. In exchange for our involvement, we generally secure preferential berthing rights for our ships.

Technological capabilities

The need to develop and use innovative technology is increasingly important. Technology is a pervasive part of virtually every business process we use to support our strategic focus and provide a quality experience to our customers before, during and after their cruise. Moreover, as the use of our various websites and social media platforms continue to increase along with the use of technology onboard our ships by both our guests and crew, we continually need to upgrade our systems, infrastructure and technologies to facilitate this growth. For instance, in 2015, we continued to advance our onboard technology in areas such as internet connectivity at sea, guest check-in and dining. We also introduced new mobile-friendly websites for our travel partners and direct customers and new mobile apps to enhance the guest experience onboard our ships. Additionally, cyber security is a continued focus and we have made and will continue to make significant investments to protect our customer data, intellectual property and global operations.

Additionally, as we expand into new markets, we must ensure that we have the proper technology in place to support the market. For instance, our capabilities need to adapt to each of our markets' languages and regulations. As we expand our business, this has been an increased focus for us.

Travel agency support and direct business

Travel agencies continue to be the primary source of ticket sales for our ships. We believe in the value of this distribution channel and invest heavily in maintaining strong relationships with our travel partners. To accomplish this goal, we seek to ensure that our commission rates and incentive structures remain competitive with the marketplace. We provide brand dedicated sales representatives who serve as advisors to our travel partners. We also provide trained customer service representatives, call centers and online training tools.
      
To support our sales initiatives, we have established a Consumer Outreach department which allows consumers 24-hour access to our vacation planners, group vacation planners and customer service agents in our call centers. In addition, we maintain and invest in our websites, including mobile applications and mobile websites, which allow

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guests to directly plan, book and customize their cruise, as well as encourage guests to book their next cruise vacations onboard our ships.

Guest Services

We offer to handle virtually all travel aspects related to guest reservations and transportation, including arranging guest pre- and post-hotel stay arrangements and air transportation.

Royal Caribbean International, Celebrity Cruises and Azamara Club Cruises offer rewards to their guests through their loyalty programs, Crown & Anchor Society, Captain’s Club and Le Club Voyage, respectively, to encourage repeat business. Crown & Anchor Society has approximately 9.2 million members worldwide. Captain’s Club and Le Club Voyage have 3.1 million members combined worldwide. Members earn increasing membership status by accumulating cruise points or credits, depending on the brand, which may be redeemed on future sailings. Members are awarded points or credits in proportion to the number of cruise days and stateroom category. The loyalty programs provide certain tiers of membership benefits which can be redeemed by guests after accumulating the number of cruise points or credits specified for each tier. In addition, upon achieving a certain level of cruise points or credits, members benefit from reciprocal membership benefits across all of our loyalty programs. Examples of the rewards available under our loyalty programs include, but are not limited to, priority ship embarkation, priority waitlist for shore excursions, complimentary laundry service, complimentary internet, booklets with onboard discount offers, upgraded bathroom amenities, private seating on the pool deck, ship tours and, in the case of our most loyal guests who have achieved the highest levels of cruise points or credits, complimentary cruise days. We regularly work to enhance each of our loyalty programs by adding new features and amenities in order to reward our repeat guests.

Operations

Cruise Ships and Itineraries

As of December 31, 2015 , our brands, including our 50% joint venture TUI Cruises, operated 44 ships with a selection of worldwide itineraries ranging from two to 24 nights that call on approximately 490 destinations.


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The following table presents summary information concerning the ships we will operate in 2016 under these six cruise brands and their geographic areas of operation based on current 2016 itineraries (subject to change).

Ship
 
Year Ship
Built
 
Year Ship
Entered Service
(1)
 
Approximate
Berths
 
Primary Areas of Operation
Royal Caribbean International
 
 
 
 
 
 
 
 
Harmony of the Seas
 
2016
 
2016
 
5,450
 
Eastern/Western Caribbean, Mediterranean
Ovation of the Seas
 
2016
 
2016
 
4,150
 
Eastern Asia
Anthem of the Seas
 
2015
 
2015
 
4,100
 
Bermuda, Canada, Eastern/Western/Southern Caribbean, Bahamas
Quantum of the Seas
 
2014
 
2014
 
4,150
 
Eastern Asia
Allure of the Seas
 
2010
 
2010
 
5,450
 
Eastern/Western Caribbean
Oasis of the Seas
 
2009
 
2009
 
5,450
 
Eastern/Western Caribbean
Independence of the Seas
 
2008
 
2008
 
3,600
 
Northern Europe, Western Caribbean
Liberty of the Seas
 
2007
 
2007
 
3,600
 
Western Caribbean
Freedom of the Seas
 
2006
 
2006
 
3,750
 
Eastern/Western Caribbean
Jewel of the Seas
 
2004
 
2004
 
2,100
 
Mediterranean, Southern Caribbean
Mariner of the Seas
 
2003
 
2003
 
3,100
 
Eastern Asia and Southeastern Asia
Serenade of the Seas
 
2003
 
2003
 
2,100
 
Southern Caribbean, Northern Europe, Canada
Navigator of the Seas
 
2002
 
2002
 
3,250
 
Northern Europe, Southern/Western Caribbean
Brilliance of the Seas
 
2002
 
2002
 
2,100
 
Mediterranean, Western Caribbean
Adventure of the Seas
 
2001
 
2001
 
3,100
 
Southern Caribbean
Radiance of the Seas
 
2001
 
2001
 
2,100
 
Alaska, Australia/New Zealand
Explorer of the Seas
 
2000
 
2000
 
3,250
 
Alaska, Australia/New Zealand
Voyager of the Seas
 
1999
 
1999
 
3,250
 
Eastern Asia, Australia/New Zealand
Vision of the Seas
 
1998
 
1998
 
2,000
 
Western Caribbean, Mediterranean, Dubai
Enchantment of the Seas
 
1997
 
1997
 
2,250
 
Bahamas
Rhapsody of the Seas
 
1997
 
1997
 
2,000
 
Mediterranean, South America, Western Caribbean
Grandeur of the Seas
 
1996
 
1996
 
1,950
 
Southern/Eastern/Western Caribbean, Bermuda, Bahamas
Splendour of the Seas (2)
 
1996
 
1996
 
1,800
 
Dubai
Legend of the Seas
 
1995
 
1995
 
1,800
 
Eastern Asia, Australia/New Zealand
Majesty of the Seas
 
1992
 
1992
 
2,350
 
Bahamas
Empress of the Seas (3)
 
1990
 
2016
 
1,550
 
Western Caribbean
Celebrity Cruises
 
 
 
 
 
 
 
 
Celebrity Reflection
 
2012
 
2012
 
3,000
 
Mediterranean, Eastern/Western Caribbean
Celebrity Silhouette
 
2011
 
2011
 
2,850
 
Northern Europe, Mediterranean, Eastern/Western Caribbean
Celebrity Eclipse
 
2010
 
2010
 
2,850
 
Northern Europe, Southern Caribbean
Celebrity Equinox
 
2009
 
2009
 
2,850
 
Mediterranean, Eastern/Southern Caribbean
Celebrity Solstice
 
2008
 
2008
 
2,850
 
Alaska, Australia/New Zealand
Celebrity Constellation
 
2002
 
2002
 
2,150
 
Western Caribbean, Mediterranean, Middle East
Celebrity Summit
 
2001
 
2001
 
2,150
 
Southern Caribbean, Bermuda, Canada
Celebrity Infinity
 
2001
 
2001
 
2,150
 
South America, Alaska
Celebrity Millennium
 
2000
 
2000
 
2,150
 
Alaska, Southeastern Asia, Eastern Asia

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Ship
 
Year Ship
Built
 
Year Ship
Entered Service
(1)
 
Approximate
Berths
 
Primary Areas of Operation
Celebrity Xpedition
 
2001
 
2004
 
100
 
Galapagos Islands
Azamara Club Cruises
 
 
 
 
 
 
 
 
Azamara Quest
 
2000
 
2007
 
700
 
Australia/New Zealand, Southeastern Asia, Eastern Asia, Northern Europe, Eastern/Western/Southern Caribbean
Azamara Journey
 
2000
 
2007
 
700
 
Southeastern Asia, Eastern Asia, Mediterranean Eastern/Western and Southern Caribbean
Pullmantur
 
 
 
 
 
 
 
 
Monarch
 
1991
 
2013
 
2,350
 
Southern Caribbean, Northern Europe
Sovereign
 
1988
 
2008
 
2,300
 
Mediterranean, Brazil
CDF Croisières de France
 
 
 
 
 
 
 
 
Horizon
 
1990
 
2010
 
1,400
 
Northern Europe, Mediterranean, Southern Caribbean
Zenith
 
1992
 
2014
 
1,400
 
Europe, Brazil
TUI Cruises
 
 
 
 
 
 
 
 
Mein Schiff 5
 
2016
 
2016
 
2,500
 
Southern Caribbean
Mein Schiff 4
 
2015
 
2015
 
2,500
 
Northern Europe, Mediterranean, Southern Caribbean
Mein Schiff 3
 
2014
 
2014
 
2,500
 
Mediterranean, Southern Caribbean, Dubai
Mein Schiff 2
 
1997
 
2011
 
1,900
 
Dubai, Mediterranean
Mein Schiff 1
 
1996
 
2009
 
1,900
 
Southeastern Asia, Northern Europe, Mediterranean
Total
 
123,000
 
 
_______________________________________________________________________________
(1)
The year a ship entered service refers to the year in which the ship commenced cruise revenue operations for the brand.
(2)
In March 2015, we announced the pending sale of  Splendour of the Seas to TUI Cruises, which is scheduled to be completed in April 2016. After the sale, TUI Cruises will lease the ship to Thomson Cruises, a subsidiary of TUI AG, which will operate the ship.
(3)
Empress of the Seas (also known as Empress ) will be redeployed from Pullmantur to Royal Caribbean International in February 2016. Prior to redeployment, Empress of the Seas will operate in Brazil.

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Our brands, including our 50% joint venture, TUI Cruises, have eleven ships on order. Three ships on order are being built in Germany by Meyer Werft GmbH, four are being built in Finland by Meyer Turku shipyard and four are being built in France by STX France. The expected dates that our ships on order will enter service and their approximate berths are as follows:
Ship
Expected to
Enter Service
 
Approximate
Berths
Royal Caribbean International—
 
 
 
Quantum-class:
 
 
 
Ovation of the Seas
2nd Quarter 2016
 
4,150

Unnamed
2nd Quarter 2019
 
4,150

Unnamed
4th Quarter 2020
 
4,150

Oasis-class:
 
 
 
Harmony of the Seas
2nd Quarter 2016
 
5,450

Unnamed
2nd Quarter 2018
 
5,450

Celebrity Cruises — Project Edge
 
 
 
Unnamed
2nd Half 2018
 
2,900

Unnamed
1st Half 2020
 
2,900

TUI Cruises (50% joint venture)—
 
 
 
Mein Schiff 5
2nd Quarter 2016
 
2,500

Mein Schiff 6
2nd Quarter 2017
 
2,500

Unnamed  
2nd Quarter 2018
 
2,850

Unnamed
2nd Quarter 2019
 
2,850

Total Berths
 
39,850


Seasonality

Our revenues are seasonal based on the demand for cruises. Demand is strongest for cruises during the Northern Hemisphere’s summer months and holidays. In order to mitigate the impact of the winter weather in the Northern Hemisphere and to capitalize on the summer season in the Southern Hemisphere, our brands have focused on deployment in the Caribbean, Asia and Australia during that period.

Passengers and Capacity

Selected statistical information is shown in the following table (see Description of Certain Line Items and Selected Operational and Financial Metrics under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations , for definitions):


Year Ended December 31,

2015
 
2014
 
2013
 
2012
 
2011
Passengers Carried
5,401,899

 
5,149,952

 
4,884,763

 
4,852,079

 
4,850,010

Passenger Cruise Days
38,523,060

 
36,710,966

 
35,561,772

 
35,197,783

 
34,818,335

Available Passenger Cruise Days (APCD)
36,646,639

 
34,773,915

 
33,974,852

 
33,705,584

 
33,235,508

Occupancy
105.1
%
 
105.6
%
 
104.7
%
 
104.4
%
 
104.8
%

Cruise Pricing

Our cruise ticket prices include accommodations and a wide variety of activities and amenities, including meals and entertainment. Prices vary depending on many factors including the destination, cruise length, stateroom category

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selected and the time of year the cruise takes place. Although we grant credit terms in select markets mainly outside of the United States, our payment terms generally require an upfront deposit to confirm a reservation, with the balance due prior to the sailing. Our cruises are available for sale at least one year in advance and often as much as two years in advance of sailing. During the selling period of a cruise, we continually monitor and adjust our cruise ticket prices for available guest staterooms based on demand, with the objective of maximizing net yields. In early 2015, in an effort to preserve the integrity of our cruise pricing, we implemented a new policy against introducing incremental discounting on our ticket prices in certain markets within a certain period prior to the sailing date.

Additionally, as we grow our business globally, our sale arrangements with travel agents may vary. For instance, our sale arrangements in the mainland Chinese market are primarily composed of travel agent charter and group sales with full payment due close-in to sailing, and to a lesser extent, retail agency and direct sales.

We have developed and implemented enhanced revenue management tools and made improvements to our pricing capabilities. Combined, these enhancements enable us to better understand and react to the current demand and pricing environment and to implement a variety of promotions.

We offer air transportation to our guests through our air transportation program available in major cities around the world. Generally, air tickets are sold to guests at prices close to cost which vary by gateway and destination.

Passenger ticket revenues accounted for approximately 73% , 73% and 72% of total revenues in 2015 , 2014 and 2013 , respectively.

Onboard Activities and Other Revenues

Our cruise brands offer modern fleets with a wide array of onboard services, amenities and activities which vary by brand and ship. While many onboard activities are included in the base price of a cruise, we realize additional revenues from, among other things, gaming, the sale of alcoholic and other beverages, internet and other telecommunication services, gift shop items, shore excursions, photography, spa/salon and fitness services, art auctions, catalogue gifts for guests and a wide variety of specialty restaurants and dining options. Many of these services are available for pre-booking on the internet prior to embarkation.

In conjunction with our cruise vacations, we offer pre- and post-cruise hotel packages to our Royal Caribbean International, Celebrity Cruises and Azamara Club Cruises guests. During 2015 , we continued to expand the markets in which we sell our cruise vacation protection coverage, which provides guests with coverage for trip cancellation, medical protection and baggage protection. Onboard and other revenues accounted for approximately 27% , 27% and 28% of total revenues in 2015 , 2014 and 2013 , respectively.

Segment Reporting

We operate five wholly-owned cruise brands, Royal Caribbean International, Celebrity Cruises, Azamara Club Cruises, Pullmantur and CDF Croisières de France. In addition, we have a 50% investment in a joint venture with TUI AG which operates the brand TUI Cruises. We believe our global brands possess the versatility to enter multiple cruise market segments within the cruise vacation industry. Although each of our brands has its own marketing style as well as ships and crews of various sizes, the nature of the products sold and services delivered by our brands share a common base (i.e., the sale and provision of cruise vacations). Our brands also have similar itineraries as well as similar cost and revenue components. In addition, our brands source passengers from similar markets around the world and operate in similar economic environments with a significant degree of commercial overlap. As a result, our brands (including TUI Cruises) have been aggregated as a single reportable segment based on the similarity of their economic characteristics, types of consumers, regulatory environment, maintenance requirements, supporting systems and processes as well as products and services provided. Our Chairman and Chief Executive Officer has been identified as the chief operating decision-maker and all significant operating decisions including the allocation of resources are based upon the analyses of the Company as one segment. ( For financial information see Item 8. Financial Statements and Supplementary Data .)

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Employees

As of December 31, 2015 , our brands, excluding our 50% joint venture, TUI Cruises, employed over 66,000 employees, including 60,000 shipboard employees as well as 6,000 full-time and 100 part-time employees in our shoreside operations. As of December 31, 2015 , approximately 83% of our shipboard employees were covered by collective bargaining agreements.

Insurance

We maintain insurance on the hull and machinery of our ships, with insured values generally equal to the net book value of each ship. This coverage is maintained with financially sound insurance underwriters from the British, Scandinavian, French, United States and other reputable international insurance markets.

We maintain protection and indemnity liability insurance, which provides coverage for liabilities, costs and expenses for illness and injury to crew, guest injury, pollution and other third-party claims that arise out of, or are the result of, our cruise operations. Our vessels are insured through either the United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Limited, the Steamship Mutual Underwriting Association or Gard AS. Our protection and indemnity liability insurance is done on a mutual basis and we are subject to additional premium calls in amounts based on claim records of all members of the mutual protection and indemnity association. We are also subject to additional premium calls based on investment shortfalls experienced by the insurer.

We maintain war risk insurance which covers damage due to acts of war, including invasion, insurrection, terrorism, rebellion, piracy and hijacking, on each ship, through a Norwegian war risk insurance organization. This coverage includes coverage for physical damage to the ship which is not covered under the hull policies as a result of war exclusion clauses in such hull policies. We also maintain protection and indemnity war risk coverage for risks that would be excluded by the rules of the indemnity insurance organizations, subject to certain limitations. Consistent with most marine war risk policies, under the terms of our war risk insurance coverage, underwriters can give seven days notice to us that the policy will be canceled and reinstated at higher premium rates.
 
Insurance coverage for shoreside property and casualty exposures, shipboard inventory, off-vessel liability, directors & officers and other risks are maintained with insurance underwriters in the United States and the United Kingdom.

We do not carry business interruption insurance for our ships based on our evaluation of the risks involved and protective measures already in place, as compared to the cost of insurance.

All insurance coverage is subject to certain limitations, exclusions and deductible levels. In addition, in certain circumstances, we either self-insure or co-insure a portion of these risks. Premiums charged by insurance carriers, including carriers in the maritime insurance industry, increase or decrease from time to time and tend to be cyclical in nature. These cycles are impacted both by our own loss experience and by losses incurred in direct and reinsurance markets. We historically have been able to obtain insurance coverage in amounts and at premiums we have deemed to be commercially acceptable. No assurance can be given that affordable and secure insurance markets will be available to us in the future, particularly for war risk insurance.

Trademarks

We own a number of registered trademarks related to the Royal Caribbean International, Celebrity Cruises, Azamara Club Cruises, Pullmantur and CDF Croisières de France cruise brands. The registered trademarks include the name “Royal Caribbean International” and its crown and anchor logo, the name “Celebrity Cruises” and its “X” logo, the name “Azamara Club Cruises” and its globe with an “A” logo, the names “Pullmantur Cruises” and “Pullmantur” and their logos, the name “CDF Croisières de France” and its logo, and the names of various cruise ships, as well as loyalty program names and other marketing programs. We believe our largest brands' trademarks are

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widely recognized throughout the world and have considerable value.

Regulation

Our ships are regulated by various international, national, state and local laws, regulations and treaties in force in the jurisdictions in which they operate. In addition, our ships are registered in the Bahamas, Malta or in the case of Celebrity Xpedition , Ecuador. Each ship is subject to regulations issued by its country of registry, including regulations issued pursuant to international treaties governing the safety of our ships, guests and crew as well as environmental protection. Each country of registry conducts periodic inspections to verify compliance with these regulations as discussed more fully below. Ships operating out of United States ports are subject to inspection by the United States Coast Guard for compliance with international treaties and by the United States Public Health Service for sanitary and health conditions. Our ships are also subject to similar inspections pursuant to the laws and regulations of various other countries our ships visit.

We believe that we are in material compliance with all the regulations applicable to our ships and that we have all licenses necessary to conduct our business. Health, safety, security, environmental and financial responsibility issues are, and we believe will continue to be, an area of focus by the relevant government authorities in the United States and internationally. From time to time, various regulatory and legislative changes may be proposed that could impact our operations and subject us to increasing compliance costs in the future.

Safety and Security Regulations

Our ships are required to comply with international safety standards defined in the International Convention for Safety of Life at Sea (“SOLAS”), which among other things, establishes requirements for ship design, structural features, materials, construction, life saving equipment and safe management and operation of ships to ensure guest and crew safety. The SOLAS standards are revised from time to time and the most recent modifications were phased in through 2010. Compliance with these modified standards did not have a material effect on our operating costs. SOLAS incorporates the International Safety Management Code (“ISM Code”), which provides an international standard for the safe management and operation of ships and for pollution prevention. The ISM Code is mandatory for all vessels, including passenger vessel operators.

All of our operations and ships are regularly audited by various national authorities and maintain the required certificates of compliance with the ISM Code.

Our ships are subject to various security requirements, including the International Ship and Port Facility Security Code (“ISPS Code”), which is part of SOLAS, and the U.S. Maritime Transportation Security Act of 2002 (“MTSA”), which applies to ships that operate in U.S. ports. In order to satisfy these security requirements, we implement security measures, conduct vessel security assessments, and develop security plans. The security plans for all of our ships have been submitted to and approved by the respective countries of registry for our ships in compliance with the ISPS Code and the MTSA.

The Cruise Vessel Security and Safety Act of 2010, which applies to passenger vessels which embark or include port stops within the United States, requires the implementation of certain safety design features as well as the establishment of practices for the reporting of and dealing with allegations of crime. The cruise industry supported this legislation and we believe that our internal standards are generally as strict or stricter than the law requires. A few provisions of the law call for regulations which have not yet been finalized; however, based on proposed regulations issued by the U.S. Coast Guard in January 2015, we do not expect any material costs due to implementing these regulations.

Environmental Regulations

We are subject to various international and national laws and regulations relating to environmental protection. Under such laws and regulations, we are generally prohibited from discharging materials other than food waste into

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the waterways. We have made, and will continue to make, capital and other expenditures to comply with environmental laws and regulations. From time to time, environmental and other regulators consider more stringent regulations, which may affect our operations and increase our compliance costs. We believe that the impact of ships on the global environment will continue to be an area of focus by the relevant authorities throughout the world and, accordingly, may subject us to increasing compliance costs in the future, including the items described below.
Our ships are subject to the International Maritime Organization’s (‘‘IMO’’) regulations under the International Convention for the Prevention of Pollution from Ships (the ‘‘MARPOL Regulations’’), which includes requirements designed to minimize pollution by oil, sewage, garbage and air emissions. We have obtained the relevant international compliance certificates relating to oil, sewage and air pollution prevention for all of our ships.
The MARPOL Regulations impose global limitations on the sulfur content of fuel used by ships operating worldwide to 3.5%. The MARPOL Regulations also establish special Emission Control Areas (‘‘ECAs’’) with stringent limitations on sulfur emissions in these areas. As of February 2016, there are four established ECAs that restrict sulfur emissions: the Baltic Sea, the North Sea/English Channel, certain waters surrounding the North American coast, and the waters surrounding Puerto Rico and the U.S. Virgin Islands (the “Caribbean ECA”).

Since January 1, 2015, ships operating in these sulfur ECAs have been required to reduce their fuel sulfur content from 1.0% to 0.1%. This reduction did not have a significant impact on our results of operations in 2015 largely due to a number of mitigating steps we have taken over the last several years, including equipping all of our new ships delivered during or after 2014 with advanced emissions purification ("AEP") systems covering all engines and actively developing and testing AEP systems on our existing fleet. We currently have in place exemptions for 19 of our ships which apply while they are sailing in the North American and Caribbean ECAs and for 2 of our ships that apply while they are sailing in the Baltic and North Sea/English Channel ECA’s. These exemptions have delayed the requirement to comply with the additional sulfur content reduction pending our continued development and deployment of AEP systems on these ships.

We continue to implement our AEP system strategy both for our ships on order and for our existing fleet. As our new ships are delivered, they will provide us with additional operational and deployment flexibility. In addition, we believe that the learning from our existing endeavors as well as our further efforts with regards to this technology will allow us to execute an effective AEP system retrofit strategy for our fleet. As a result, we believe the cost of complying with the 2015 ECA sulfur emission requirement will not be significant to our results of operations in 2016 and the years following.

By January 1, 2020, the MARPOL regulations will require the worldwide limitations on sulfur content of fuel to be reduced from 3.5% to 0.5%. While this deadline may be extended under certain circumstances and/or in certain regions, if such a reduced limitation is implemented worldwide or in areas in which a substantial number of our ships operate and we have not been able to successfully mitigate the impact with evolving technical solutions, our fuel costs could increase significantly.

All new ships that began construction after January 1, 2016 will be required to meet more stringent nitrogen oxide emission limits when operating within the North American and U.S. Caribbean Sea ECA. We have been in the process of evaluating a number of technological alternatives over the last several years to address these new requirements and believe that we will be able to comply with these limits without a significant impact to our operations or fuel costs.

We have also taken a number of other steps to improve the overall fuel efficiency of our fleet, including our new ships on order, and, accordingly, reduce our fuel costs. We continue to work to improve the efficiency of our existing fleet, including improvements in operations and voyage planning as well as improvements to the propulsion, machinery, HVAC and lighting systems. The overall impact of these efforts has resulted in a 21.4% improvement in energy efficiency from 2005 through 2014 and we believe that our energy consumption per guest is currently the lowest in the cruise industry.


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In July 2011, new MARPOL Regulations introduced mandatory measures to reduce greenhouse gas emissions. These include the utilization of an energy efficiency design index (EEDI) for new ships as well as the establishment of an energy efficient management plan for all ships. The EEDI is a performance-based mechanism that requires a minimum energy efficiency in new ships. These regulations apply to new vessels ordered after January 1, 2013. Compliance with these regulations has not had nor do we expect it to have a material effect on our operating costs.

Effective July 1, 2015, the European Commission adopted legislation that will require cruise ship operators with ships visiting ports in the European Union to monitor and report on the ship’s annual carbon dioxide emissions starting in 2018. While we do not expect compliance with this regulation to materially impact our costs or results of operations, the adopting legislation presents the new monitoring and reporting requirements as the first step of a staged approach which could ultimately result in additional costs or charges associated with carbon dioxide emissions.

Labor Regulations

The International Labour Organization, an agency of the United Nations that develops worldwide employment standards, has adopted a new Consolidated Maritime Labour Convention (the “Convention”) which became effective in August 2013. The Convention reflects a broad range of standards and conditions governing all aspects of crew management for ships in international commerce, including additional requirements not previously in effect relating to the health, safety, repatriation, entitlements and status of crew members and crew recruitment practices. Each of our ships required to be certified under the Convention, has received its certification compliance. We have not incurred and do not expect to incur material costs related to ongoing compliance with the Convention.
Consumer Financial Responsibility Regulations

We are required to obtain certificates from the United States Federal Maritime Commission relating to our ability to satisfy liability in cases of non-performance of obligations to guests, as well as casualty and personal injury. As a condition to obtaining the required certificates, we arrange through our insurers for the provision of surety for two of our ship-operating companies. The required surety amount is currently $30.0 million per operator and is subject to additional consumer price index based adjustments.
We are also required by the United Kingdom, Norway, Finland, and the Baltics to establish our financial responsibility for any liability resulting from the non-performance of our obligations to guests from these jurisdictions. In the United Kingdom we are currently required by the Association of British Travel Agents to provide performance bonds totaling approximately £35.1 million . In addition, in 2015 we were required by the Civil Aviation Authority to provide performance bonds totaling approximately £11.9 million . The Norwegian Travel Guarantee Fund requires us to maintain performance bonds in varying amounts during the course of the year to cover our financial responsibility in Norway, Finland and the Baltics. These amounts ranged from NOK 30 million to NOK 105 million during 2015 .
Certain other jurisdictions also require that we establish financial responsibility to our guests resulting from the non-performance of our obligations; however, the related amounts do not have a material effect on our costs.
Regulations Regarding Protection of Disabled Persons

In June 2013, the U.S. Architectural and Transportation Barriers Compliance Board proposed guidelines for the construction and alteration of passenger vessels to ensure that the vessels are readily accessible to and usable by passengers with disabilities. Once finalized, these guidelines will be used by the U.S. Department of Transportation and U.S. Department of Justice to implement mandatory and enforceable standards for passenger vessels covered by the Americans with Disabilities Act. While we believe our vessels have been designed and outfitted to meet the needs of our guests with disabilities, we cannot at this time accurately predict whether we will be required to make material modifications or incur significant additional expenses given the preliminary status of the proposed guidelines.
Taxation of the Company


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The following is a summary of our principal taxes, exemptions and special regimes. In addition to or instead of income taxation, virtually all jurisdictions where our ships call impose some tax or fee, or both, based on guest headcount, tonnage or some other measure.
Our consolidated operations are primarily foreign corporations engaged in the owning and operating of passenger cruise ships in international transportation.
U.S. Income Taxation

The following is a discussion of the application of the U.S. federal and state income tax laws to us and is based on the current provisions of the U.S. Internal Revenue Code, Treasury Department regulations, administrative rulings, court decisions and the relevant state tax laws, regulations, rulings and court decisions of the states where we have business operations. All of the foregoing is subject to change, and any such change could affect the accuracy of this discussion.
Application of Section 883 of the Internal Revenue Code

We and Celebrity Cruises, Inc. are engaged in a trade or business in the United States, and many of our ship-owning subsidiaries, depending upon the itineraries of their ships, receive income from sources within the United States. Additionally, our United Kingdom tonnage tax company is a ship-operating company classified as a disregarded entity for U.S. federal income tax purposes that may earn U.S. source income. Under Section 883 of the Internal Revenue Code, certain foreign corporations may exclude from gross income (and effectively from branch profits tax as such earnings do not give rise to effectively connected earnings and profits) U.S. source income derived from or incidental to the international operation of a ship or ships, including income from the leasing of such ships.
A foreign corporation will qualify for the benefits of Section 883 if, in relevant part: (1) the foreign country in which the foreign corporation is organized grants an equivalent exemption to corporations organized in the United States; and (2) the stock of the corporation (or the direct or indirect corporate parent thereof) is “primarily and regularly traded on an established securities market” in the United States or another qualifying country such as Norway. In the opinion of our United States tax counsel, Drinker Biddle & Reath LLP, based on the representations and assumptions set forth in that opinion, we, Celebrity Cruises Inc. and our ship-owning subsidiaries with U.S. source shipping income qualify for the benefits of Section 883 because we and each of those subsidiaries are incorporated in Liberia, which is a qualifying country, and our common stock is primarily and regularly traded on an established securities market in the United States or Norway (i.e., we are a "publicly traded" corporation). If, in the future, (1) Liberia no longer qualifies as an equivalent exemption jurisdiction, and we do not reincorporate in a jurisdiction that does qualify for the exemption, or (2) we fail to qualify as a publicly traded corporation, we and all of our ship-owning or operating subsidiaries that rely on Section 883 to exclude qualifying income from gross income would be subject to U.S. federal income tax on their U.S. source shipping income and income from activities incidental thereto.
We believe that most of our income and the income of our ship-owning subsidiaries, including our U.K. tonnage tax company which is considered a division for U.S. tax purposes, is derived from or incidental to the international operation of a ship or ships and, therefore, is exempt from taxation under Section 883.
Regulations under Section 883 list activities that are not considered by the Internal Revenue Service to be incidental to the international operation of ships including the sale of air and land transportation, shore excursions and pre- and post-cruise tours. Our income from these activities that is earned from sources within the United States will be subject to U.S. taxation.
Taxation in the Absence of an Exemption Under Section 883

If we, the operator of our vessels, Celebrity Cruises Inc., or our ship-owning subsidiaries were to fail to meet the requirements of Section 883 of the Internal Revenue Code, or if the provision was repealed, then, as explained below, such companies would be subject to United States income taxation on a portion of their income derived from

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or incidental to the international operation of our ships.
Because we and Celebrity Cruises Inc. conduct a trade or business in the U.S., we and Celebrity Cruises Inc. would be taxable at regular corporate rates on our separate company taxable income (i.e., without regard to the income of our ship-owning subsidiaries) on income which is effectively connected with our U.S. trade or business (generally only income from U.S. sources). In addition, if any of our earnings and profits effectively connected with our U.S. trade or business were withdrawn, or were deemed to have been withdrawn, from our U.S. trade or business, those withdrawn amounts would be subject to a “branch profits” tax at the rate of 30%. We and Celebrity Cruises Inc. would also be potentially subject to tax on portions of certain interest paid by us at rates of up to 30%.
If Section 883 were not available to our ship-owning subsidiaries, each such subsidiary would be subject to a special 4% tax on its U.S. source gross transportation income, if any, each year because it does not have a fixed place of business in the United States and its income is derived from the leasing of a ship.
Other United States Taxation
We and Celebrity Cruises, Inc. earn United States source income from activities not considered incidental to international shipping. The tax on such income is not material to our results of operation for all years presented.
State Taxation

We, Celebrity Cruises Inc. and certain of our subsidiaries are subject to various U.S. state income taxes which are generally imposed on each state’s portion of the United States source income subject to federal income taxes. Additionally, the state of Alaska subjects an allocated portion of the total income of companies doing business in Alaska and certain other affiliated companies to Alaska corporate state income taxes and also imposes a 33% tax on adjusted gross income from onboard gambling activities conducted in Alaska waters. This did not have a material impact to our results of operations for all years presented.
Maltese and Spanish Income Tax

Our Pullmantur ship owner-operator subsidiaries, which include the owner-operator of CDF Croisières de France’s ship, qualify as licensed shipping organizations in Malta. No Maltese income tax is charged on the income derived from shipping activities of a licensed shipping organization. Instead, a licensed shipping organization is liable to pay a tax based on the net tonnage of the ship or ships registered under the relevant provisions of the Merchant Shipping Act. A company qualifies as a shipping organization if it engages in qualifying activities and it obtains a license from the Registrar-General to enable it to carry on such activities. Qualifying activities include, but are not limited to, the ownership, operation (under charter or otherwise), administration and management of a ship or ships registered as a Maltese ship in terms of the Merchant Shipping Act and the carrying on of all ancillary financial, security and commercial activities in connection therewith.
Our Maltese operations that do not qualify as licensed shipping organizations, which are not considered significant, remain subject to normal Maltese corporate income tax.
Pullmantur has sales and marketing functions. These activities are subject to Spanish taxation. The tax from these operations is not considered significant to our operations.
United Kingdom Income Tax

We operate fourteen ships under companies which have elected to be subject to the United Kingdom tonnage tax regime (“U.K. tonnage tax”).
Companies subject to U.K. tonnage tax pay a corporate tax on a notional profit determined with reference to the net tonnage of qualifying vessels. The requirements for a company to qualify for the U.K. tonnage tax regime include being subject to United Kingdom corporate income tax, operating qualifying ships, which are strategically and

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commercially managed in the United Kingdom, and fulfilling a seafarer training requirement.
Failure to meet any of these requirements could cause us to lose the benefit of the tonnage tax regime which will have a material effect on our results of operations.
Relevant shipping profits include income from the operation of qualifying ships and from shipping related activities. Our U.K. income from non-shipping activities which do not qualify under the U.K. tonnage tax regime and which are not considered significant, remain subject to United Kingdom corporate income tax.
Brazilian Income Tax
Pullmantur and our U.K. tonnage tax company charters certain ships to Brazilian companies for operations in Brazil from November to May. Some of these charters are with unrelated third parties and others are with a Brazilian subsidiary. The Brazilian subsidiary’s earnings are subject to Brazilian taxation which is not considered significant. The charter payments made to the U.K. tonnage tax company and to Pullmantur are exempt from Brazilian income tax under current Brazilian domestic law. Additionally, some remittances of revenue from sales of certain cruises in the Brazilian market benefited from an exemption from withholding taxes that expired at the end of 2015, which will result in increased taxation for our Brazilian operations.
Chinese Taxation
Our U.K. tonnage tax company operates ships in international transportation in China. The income earned from this operation is exempt from taxation in China under the U.K./China double tax treaty and other circulars addressing indirect taxes. Changes to or failure to qualify for the treaty or circular could cause us to lose the benefits provided which would have a material impact on our results of operations. Our Chinese income from non-shipping activities or from shipping activities not qualifying for treaty or circular protection and which are considered insignificant, remain subject to Chinese taxation.
Other Taxation
We and certain of our subsidiaries are subject to value-added and other indirect taxes most of which are reclaimable, zero-rated or exempt. Changes in the application or interpretation of applicable indirect tax laws or changes in tax legislation could have a material impact on our results of operations.
Website Access to Reports

We make available, free of charge, access to our Annual Reports, all quarterly and current reports and all amendments to those reports, as soon as reasonably practicable after such reports are electronically filed with or furnished to the Securities and Exchange Commission through our website at www.rclinvestor.com . The information contained on our website is not a part of any of these reports and is not incorporated by reference herein.

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Executive Officers of the Company
As of February 22, 2016 , our executive officers are:
Name
Age
 
Position
Richard D. Fain
68
 
Chairman, Chief Executive Officer and Director
Adam M. Goldstein
56
 
President and Chief Operating Officer
Michael W. Bayley
57
 
President and Chief Executive Officer, Royal Caribbean International
Lisa Lutoff-Perlo
58
 
President and Chief Executive Officer, Celebrity Cruises
Lawrence Pimentel
64
 
President and Chief Executive Officer, Azamara Club Cruises
Jorge Vilches
42
 
President and Chief Executive Officer, Pullmantur
Jason T. Liberty
40
 
Chief Financial Officer
Harri U. Kulovaara
63
 
Executive Vice President, Maritime
Bradley H. Stein
60
 
Senior Vice President, General Counsel, Chief Compliance Officer
Henry L. Pujol
48
 
Senior Vice President, Chief Accounting Officer

Richard D. Fain has served as a director since 1979 and as our Chairman and Chief Executive Officer since 1988. Mr. Fain is a recognized industry leader, having participated in shipping for almost 40 years and having held a number of prominent industry positions, such as Chairman of the Cruise Lines International Association (CLIA), the largest cruise industry trade association. He currently serves as Chairman-Elect of the University of Miami Board of Trustees as well as on the National Board of the Posse Foundation. He is also former chairman of the Miami Business Forum, the Greater Miami Convention and Visitors Bureau, and the United Way of Miami-Dade.
Adam M. Goldstein has served as President and Chief Operating Officer since April 2014. Prior to this, he served as President of Royal Caribbean International since February 2005 and as its President and Chief Executive Officer since September 2007. Mr. Goldstein has been employed with Royal Caribbean since 1988 in a variety of positions, including Executive Vice President, Brand Operations of Royal Caribbean International, Senior Vice President, Total Guest Satisfaction and Senior Vice President, Marketing. Mr. Goldstein served as National Chair of the United States Travel Association (formerly, Travel Industry Association of America) in 2001. In November 2014, the Board of Directors of CLIA elected Mr. Goldstein to serve a two-year term as Chairman of CLIA beginning January 1, 2015.
Michael W. Bayley has served as President and Chief Executive Officer of Royal Caribbean International since December 2014. Prior to this, he served as President and Chief Executive Officer of Celebrity Cruises since August 2012. Mr. Bayley has been employed by Royal Caribbean for over 30 years, having started as an Assistant Purser onboard one of the Company’s ships. He has served in a number of roles including as Executive Vice President, Operations from February 2012 until August 2012. Other positions Mr. Bayley has held include Executive Vice President, International from May 2010 until February 2012; Senior Vice President, International from December 2007 to May 2010; Senior Vice President, Hotel Operations for Royal Caribbean International; and Chairman and Managing Director of Island Cruises.
Lisa Lutoff-Perlo has served as President and Chief Executive Officer of Celebrity Cruises since December 2014. Prior to this, she served as Executive Vice President, Operations for Royal Caribbean International since September 2012. Ms. Lutoff-Perlo has been employed with the Company since 1985 in a variety of positions within both Celebrity Cruises and Royal Caribbean International.  She started at Royal Caribbean International as District Sales Manager for New England and from August 2008 to August 2012, she was responsible for Celebrity Cruises’ entire hotel operation. In her role as Executive Vice President of Operations, Ms. Lutoff-Perlo was responsible for all of Royal Caribbean International's hotel, marine and port operations.
Lawrence Pimentel has served as President and Chief Executive Officer of Azamara Club Cruises since July 2009. From 2001 until January 2009, Mr. Pimentel was President, Chief Executive Officer, Director and co-owner of SeaDream Yacht Club, a privately held luxury cruise line located in Miami, Florida with two yacht-style ships that sailed primarily in the Caribbean and Mediterranean. From April 1991 to February 2001, Mr. Pimentel was President

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and Chief Executive Officer of Carnival Corp.’s Seabourn Cruise Line and from May 1998 to February 2001, he was President and Chief Executive Officer of Carnival Corp.’s Cunard Line.
Jorge Vilches has served as President and Chief Executive Officer of Pullmantur since July 2014. Mr. Vilches has spent the past 10 years in the travel industry, holding various positions with LATAM Airlines Group S.A., one of the largest airline groups in the world whose shares are traded in Santiago. Most recently, from 2012 to May 2014, he served as Chief Executive Officer of LATAM's long haul business unit, the group's biggest division in terms of capacity and revenue, and, prior to that, as CEO of LAN Peru from 2007 to 2012.
Jason T. Liberty has been employed by the Company since 2005 and has served as Chief Financial Officer since May 2013. Mr. Liberty previously served as Senior Vice President, Strategy and Finance from September 2012 through May 2013, overseeing the Company’s Corporate and Strategic Planning, Treasury, Investor Relations and Deployment functions. Prior to this, Mr. Liberty served, from 2010 through 2012, as Vice President of Corporate and Revenue Planning and, from 2008 to 2010, as Vice President of Corporate and Strategic Planning. Before joining Royal Caribbean, Mr. Liberty was a Senior Manager at the international public accounting firm of KPMG LLP.
Harri U. Kulovaara has served as Executive Vice President, Maritime since January 2005. Mr. Kulovaara is responsible for fleet design and newbuild operations. Mr. Kulovaara also chairs our Maritime Safety Advisory Board. Mr. Kulovaara has been employed with Royal Caribbean since 1995 in a variety of positions, including Senior Vice President, Marine Operations, and Senior Vice President, Quality Assurance. Mr. Kulovaara is a naval architect and engineer.
Bradley H. Stein has served as General Counsel of the Company since 2006. He has also served as Senior Vice President and Chief Compliance Officer of the Company since February 2009 and February 2011, respectively. Mr. Stein has been with Royal Caribbean since 1992. Before joining Royal Caribbean, Mr. Stein worked in private practice in New York and Miami.
Henry L. Pujol has served as Senior Vice President, Chief Accounting Officer of the Company since May 2013. Mr. Pujol originally joined Royal Caribbean in 2004 as Assistant Controller and was promoted to Corporate Controller in May 2007. Before joining Royal Caribbean, Mr. Pujol was a Senior Manager at the international public accounting firm of KPMG LLP.

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Item 1A. Risk Factors
The risk factors set forth below and elsewhere in this Annual Report on Form 10-K are important factors that could cause actual results to differ from expected or historical results. It is not possible to predict or identify all such risks. The risks described below are only those known risks relating to our operations and financial condition that we consider material. There may be additional risks that we consider not to be material, or which are not known, and any of these risks could have the effects set forth below.   See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a cautionary note regarding forward-looking statements.
Adverse worldwide economic, geopolitical or other conditions could reduce the demand for cruises and passenger spending, adversely impacting our operating results, cash flows and financial condition including potentially impairing the value of our ships and other assets.
The demand for cruises is affected by international, national and local economic and geopolitical conditions. Weak or uncertain economic conditions impact consumer confidence and pose a risk as vacationers may postpone or reduce discretionary spending. This, in turn, may result in cruise booking slowdowns, decreased cruise prices and lower onboard revenues for us and for others in the cruise industry, as experienced in the most recent financial crisis. Given the global nature of our business, we are exposed to many different economies. As a result, gains from favorable economic conditions in certain of our markets may be offset by challenging conditions in other of our markets. For example, recent weakness in the economies of Latin America has adversely impacted the Pullmantur brand and our results of operations, partially mitigating positive economic conditions in other key markets. Any significant deterioration of global, national or local economic conditions could result in a prolonged period of booking slowdowns, depressed cruise prices and reduced onboard revenues.
Demand for our cruises is also influenced by geopolitical events. Unfavorable conditions, such as cross-border conflicts, civil unrest and governmental changes, especially in regions with popular ports of call, can undermine consumer demand and/or pricing for itineraries featuring these ports.
Significant or prolonged unrest and economic instability could materially adversely impact our operating results, cash flows and financial condition including potentially impairing the value of our ships and other assets.
Fears of terrorist and pirate attacks, war, and other hostilities and the spread of contagious diseases could have a negative impact on our results of operations.
Events such as terrorist and pirate attacks, war, and other hostilities, including the continued escalation of tensions in the Middle East and recent global terrorism incidents, and the resulting political instability, travel restrictions and advisories, the spread of contagious diseases, such as the Zika virus, and concerns over safety, health and security aspects of traveling or the fear of any of the foregoing, have had, and could have in the future, a significant adverse impact on demand and pricing in the travel and vacation industry. In view of our global operations, we are susceptible to a wider range of adverse events.
Our operating costs could increase due to market forces and economic or geo-political factors beyond our control.
Our operating costs, including fuel, food, payroll and benefits, airfare, taxes, insurance and security costs are all subject to increases due to market forces and economic or political conditions or other factors beyond our control. Increases in these operating costs could adversely affect our profitability.
Fluctuations in foreign currency exchange rates, fuel costs and interest rates could affect our financial results.
We are exposed to market risk attributable to changes in foreign currency exchange rates, fuel prices and changes in interest rates. High levels of volatility with respect to any of the foregoing could have a material impact on our financial results, net of the impact of our hedging activities and other natural offsets. Our operating results have been and will continue to be impacted, often significantly, by changes in each of these factors. For example, in 2015, the strengthening of the US dollar had a material negative impact on the value of our earnings in foreign currencies. In

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addition, while interest rates have been near historical lows for several years, there are indications that prevailing rates may increase in 2016. As a substantial portion of our indebtedness accrues interest at a variable rate, any significant increase in rates would adversely impact our operating results. Similarly, any significant increase in fuel prices, which currently are near historical lows, would adversely impact our results of operations. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk ” for more information.
Conducting business globally may result in increased costs and other risks.
We operate our business globally. Operating internationally exposes us to a number of risks, including increased exposure to a wider range of regional and local economic conditions, volatile local political conditions, potential changes in duties and taxes, including changing and/or uncertain interpretations of existing tax laws and regulations, required compliance with additional laws and policies affecting cruising, vacation or maritime businesses or governing the operations of foreign-based companies, currency fluctuations, interest rate movements, difficulties in operating under local business environments, port quality and availability in certain regions, U.S. and global anti-bribery laws or regulations, imposition of trade barriers and restrictions on repatriation of earnings. We have recently expanded our presence in China and, accordingly, our exposure to the risks of doing business in the country. China’s economy differs from the economies of other developed countries in many respects and, as the legal system in China continues to evolve, there may be greater uncertainty as to the interpretation and enforcement of applicable laws and regulations.
Operating globally also exposes us to numerous and sometimes conflicting legal, regulatory and tax requirements. In many parts of the world, including countries in which we operate, practices in the local business communities might not conform to international business standards. We must adhere to policies designed to promote legal and regulatory compliance as well as applicable laws and regulations. However, we might not be successful in ensuring that our employees, agents, representatives and other third parties with whom we associate throughout the world properly adhere to them. Failure by us, our employees or any of these third parties to adhere to our policies or applicable laws or regulations could result in penalties, sanctions, damage to our reputation and related costs which in turn could negatively affect our results of operations and cash flows.
If we are unable to address these risks adequately, our financial position and results of operations could be adversely affected, including potentially impairing the value of our ships and other assets.
Price increases for commercial airline service for our guests or major changes or reduction in commercial airline service and/or availability could adversely impact the demand for cruises and undermine our ability to provide reasonably priced vacation packages to our guests.
Many of our guests depend on scheduled commercial airline services to transport them to or from the ports where our cruises embark or disembark. Increases in the price of airfare would increase the overall price of the cruise vacation to our guests which may adversely impact demand for our cruises. In addition, changes in the availability of commercial airline services could adversely affect our guests’ ability to obtain airfare as well as our ability to fly our guests to or from our cruise ships which could adversely affect our results of operations.
Incidents or adverse publicity concerning the cruise vacation industry, unusual weather conditions and other natural disasters or disruptions could affect our reputation as well as impact our sales and results of operations.
The ownership and/or operation of cruise ships, airplanes, land tours, port facilities and shore excursions involves the risk of accidents, illnesses, mechanical failures, environmental incidents and other incidents which may bring into question safety, health, security and vacation satisfaction which could negatively impact our reputation. Incidents involving cruise ships, and, in particular the safety and security of guests and crew and media coverage thereof have impacted and could in the future impact demand for our cruises and pricing in the industry. Our reputation and our business could also be damaged by negative publicity regarding the cruise industry in general, including publicity regarding potentially adverse environmental impacts of cruising. The considerable expansion in the use of social media and digital marketing over recent years has compounded the potential scope of any negative publicity. If any such incident or news cycle occurs during a time of high seasonal demand, the effect could disproportionately impact our

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results of operations for the year. In addition, incidents involving cruise ships may result in additional costs to our business, increasing government or other regulatory oversight and, in the case of incidents involving our ships, potential litigation.
Our cruise ships and port facilities may also be adversely impacted by unusual weather patterns or natural disasters or disruptions, such as hurricanes. We are often forced to alter itineraries and occasionally to cancel a cruise or a series of cruises due to these or other factors, which could have an adverse effect on our sales and profitability. Increases in the frequency, severity or duration of severe weather events, including from changes in the global climate, could exacerbate the impact and cause further disruption to our operations. In addition, these and any other events which impact the travel industry more generally may negatively impact our ability to deliver guests or crew to our cruises and/or interrupt our ability to obtain services and goods from key vendors in our supply chain. Any of the foregoing could have an adverse impact on our results of operations and on industry performance.
An increase in capacity worldwide or excess capacity in a particular market could adversely impact our cruise sales and/or pricing.
Although our ships can be redeployed, cruise sales and/or pricing may be impacted both by the introduction of new ships into the marketplace and by deployment decisions of ourselves and our competitors. A total of 44 new ships with approximately 139,000 berths are on order for delivery through 2020 in the cruise industry. The further growth in capacity from these new ships and future orders, without an increase in the cruise industry’s share of the vacation market, could depress cruise prices and impede our ability to achieve yield improvement.
In addition, to the extent that we or our competitors deploy ships to a particular itinerary and the resulting capacity in that region exceeds the demand, we may lower pricing and profitability may be lower than anticipated. This risk may be amplified in emerging cruise markets, such as China, where we expect a significant increase in capacity over a relatively short time horizon. Any of the foregoing could have an adverse impact on our results of operations, cash flows and financial condition including potentially impairing the value of our ships and other assets.
Unavailability of ports of call may adversely affect our results of operations .
We believe that port destinations are a major reason why guests choose to go on a particular cruise or on a cruise vacation. The availability of ports is affected by a number of factors, including existing capacity constraints, constraints related to the size of certain ships, security, environmental and health concerns, adverse weather conditions and natural disasters, financial limitations on port development, exclusivity arrangements that ports may have with our competitors, local governmental regulations and local community concerns about port development and other adverse impacts on their communities from additional tourists. In addition, fuel costs may adversely impact the destinations on certain of our itineraries. Any limitations on the availability or feasibility of our ports of call or on the availability of shore excursion and other service providers at such ports could adversely affect our results of operations.
Shipyard unavailability may adversely affect our ability to grow our business as planned and our results of operations.
We rely on shipyards to construct our new ships and to repair and upgrade our existing ships. There are a limited number of shipyards with the capability and capacity to build our new ships and, accordingly, increased demand for available new construction slots could impact our ability to construct new ships when and as planned, cause us to commit to new ship orders earlier than we have historically done so and/or result in stronger bargaining power on the part of the shipyards and thus higher prices for our future ship orders. Our inability to timely and cost-effectively procure new capacity could have a significant negative impact on our future business plans and results of operations.
In addition, financial difficulties, liquidations or closures suffered by shipyards and/or their subcontractors may impact the timely delivery or costs of new ships or the ability of shipyards to repair and upgrade our fleet in accordance with our needs or expectations. Delivery delays and canceled deliveries can adversely affect our results of operations, as can any constraints on our ability to build, repair and maintain our ships on a timely or cost effective basis.

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Ship construction, repair or upgrade delays or mechanical faults may result in cancellation of cruises or unscheduled drydocks and repairs and thus adversely affect our results of operations.
We depend on shipyards to construct, repair and upgrade our cruise ships on a timely basis and in good working order. The sophisticated nature of building a ship involves risks. Delays in ship construction or upgrades or mechanical faults have in the past and may in the future result in delays or cancellation of cruises or necessitate unscheduled drydocks and repairs of ships. These events and any related adverse publicity could result in lost revenue, increased operating expenses, or both, and thus adversely affect our results of operations.
We may lose business to competitors throughout the vacation market .
We operate in the vacation market and cruising is one of many alternatives for people choosing a vacation. We therefore risk losing business not only to other cruise lines, but also to other vacation operators, which provide other leisure options including hotels, resorts and package holidays and tours.
We face significant competition from other cruise lines on the basis of cruise pricing, travel agent preference and also in terms of the nature of ships and services we offer to guests. Our principal competitors within the cruise vacation industry include Carnival Corporation & plc, which owns, among others, Aida Cruises, Carnival Cruise Line, Costa Cruises, Cunard Line, Holland America Line, P&O Cruises and Princess Cruises; Disney Cruise Line; MSC Cruises; Norwegian Cruise Line Holdings Ltd which owns Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises.
In the event that we do not differentiate our cruise brands from our competitors or otherwise compete effectively with other vacation alternatives and new or existing cruise companies, our results of operations and financial position could be adversely affected.
We may not be able to obtain sufficient financing or capital for our needs or may not be able to do so on terms that are acceptable or consistent with our expectations.
To fund our capital expenditures and scheduled debt payments, we have historically relied on a combination of cash flows provided by operations, drawdowns under available credit facilities, the incurrence of additional indebtedness and the sale of equity or debt securities in private or public securities markets. Any circumstance or event which leads to a decrease in consumer cruise spending, such as worsening global economic conditions or significant incidents impacting the cruise industry, could negatively affect our operating cash flows. See “- Adverse worldwide economic, geopolitical or other conditions… ” and “- Incidents or adverse publicity concerning the cruise vacation industry…” for more information.
Although we believe we can access sufficient liquidity to fund our operations and obligations as expected, there can be no assurances to that effect. Our ability to access additional funding as and when needed, our ability to timely refinance and/or replace our outstanding debt securities and credit facilities on acceptable terms and our cost of funding will depend upon numerous factors including but not limited to the vibrancy of the financial markets, our financial performance and the performance of our industry in general. In addition, even where financing commitments have been secured, significant disruptions in the capital and credit markets could cause our banking and other counterparties to breach their contractual obligations to us. This could include failures of banks or other financial service companies to fund required borrowings under our loan agreements or to pay us amounts that may become due under our derivative contracts for hedging of fuel prices, interest rates and foreign currencies or other agreements. If any of the foregoing occurs it may have a negative impact on our cash flows, including our ability to meet our obligations, our results of operations and our financial condition.
Our inability to satisfy the covenants required by our credit facilities could adversely impact our liquidity.
Our debt agreements contain covenants, including covenants restricting our ability to take certain actions and financial covenants. In addition, our ability to make borrowings under our available credit facilities is subject to the absence of material adverse changes in our business. Our ability to maintain our credit facilities may also be impacted

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by changes in our ownership base. More specifically, we may be required to prepay our ship financing facilities if (i) any person or entity other than A. Wilhelmsen AS. and Cruise Associates and their respective affiliates (the “Applicable Group”) acquires ownership of more than 33% of our common stock and the Applicable Group owns less of our common stock than such person or (ii) subject to certain exceptions, during any 24-month period, a majority of the Board is no longer comprised of individuals who were members of the Board on the first day of such period. Our other debt agreements also contain change of control provisions that would be triggered by the acquisition of greater than 50% of our common stock by (i) any person or (ii) in the case of our public debt securities, a person other than a member of the Applicable Group coupled with a ratings downgrade.
Our failure to comply with the terms of our debt facilities could result in an event of default. Generally, if an event of default under any debt agreement occurs, then pursuant to cross default acceleration clauses, our outstanding debt and derivative contract payables could become due and/or terminated. In addition, in such events, our credit card processors could hold back payments to create a reserve. We cannot provide assurances that we would have sufficient liquidity to repay or the ability to refinance the borrowings under any of the credit facilities or settle other outstanding contracts if such amounts were accelerated upon an event of default.
If we are unable to appropriately balance our cost management and capital allocation strategies with our goal of satisfying guest expectations, it may adversely impact our business success.
Our goals call for us to provide high quality products and deliver high quality services. There can be no assurance that we can successfully balance these goals with our cost management and capital allocation strategies. Our business also requires us to make capital allocation decisions, such as ordering new ships and/or upgrading our ships, based on expected market preferences and projected demand. There can be no assurance that our strategies will be successful, which could adversely impact our business, financial condition and results of operations.
Our attempts to expand our business into new markets and new ventures may not be successful.
We opportunistically seek to grow our business through, among other things, expansion into new destination or source markets and establishment of new ventures complementary to our current offerings. These attempts to expand our business increase the complexity of our business, require significant levels of investment and can strain our management, personnel, operations and systems. There can be no assurance that these business expansion efforts will develop as anticipated or that we will succeed, and if we do not, we may be unable to recover our investment, which could adversely impact our business, financial condition and results of operations.
Our reliance on travel agencies to sell and market our cruises exposes us to certain risks which, if realized, could adversely impact our business.
We rely on travel agencies to generate the majority of bookings for our ships. Accordingly, we must ensure that our commission rates and incentive structures remain competitive. If we fail to offer competitive compensation packages, these agencies may be incentivized to sell cruises offered by our competitors to our detriment, which could adversely impact our operating results. Our reliance on third-party sellers is particularly pronounced in certain markets, such as China, where we have a large number of travel agent charter and group sales and less retail agency and direct booking. Refer to Cruise Pricing under Item 1. Business for further information on the China business model. In addition, the travel agent industry is sensitive to economic conditions that impact discretionary income. Significant disruptions, especially disruptions impacting those agencies that sell a high volume of our business, or contractions in the industry could reduce the number of travel agencies available for us to market and sell our cruises, which could have an adverse impact on our financial condition and results of operations.
Disruptions in our shoreside operations or our information systems may adversely affect our results of operations.
Our principal executive office and principal shoreside operations are located at the Port of Miami, Florida and we have shoreside offices throughout the world. Actual or threatened natural disasters (e.g., hurricanes, earthquakes, tornadoes, fires, floods) or similar events in these locations may have a material impact on our business continuity, reputation and results of operations. In addition, substantial or repeated information systems failures, computer viruses

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or cyber-attacks impacting our shoreside or shipboard operations could adversely impact our business. We do not generally carry business interruption insurance for our shoreside operations or our information systems. As such, any losses or damages incurred by us could have an adverse impact on our results of operations.
The loss of key personnel, our inability to recruit or retain qualified personnel, or disruptions among our shipboard personnel due to strained employee relations could adversely affect our results of operations.
Our success depends, in large part, on the skills and contributions of key executives and other employees, and on our ability to recruit and retain high quality personnel in key markets. We must continue to sufficiently recruit, retain, train and motivate our employees to maintain our current business and support our projected global growth both shoreside and on our ships. Furthermore, as of December 31, 2015, 83% of our shipboard employees were covered by collective bargaining agreements. A dispute under our collective bargaining agreements could result in a work stoppage of those employees covered by the agreements. A loss of key employees, our inability to recruit or retain qualified personnel or disruptions among our personnel could adversely affect our results of operations.
Business activities that involve our co-investment with third parties may subject us to additional risks.
Partnerships, joint ventures, and other business structures involving our co-investment with third parties, such as our joint venture to operate TUI Cruises, our partnership to operate SkySea Cruises, our investment in Grand Bahama Shipyard and our minority ownership investments in various port development and other projects, generally include some form of shared control over the operations of the business and create additional risks, including the possibility that other investors in such ventures could become bankrupt or otherwise lack the financial resources to meet their obligations, or could have or develop business interests, policies or objectives that are inconsistent with ours. In addition, actions by another investor may present additional risks of operational difficulties or reputational or legal concerns. These or other issues related to our co-investment with third parties could adversely impact our operations.
We rely on third-party providers of various services integral to the operations of our businesses. These third parties may act in ways that could harm our business.
In order to achieve cost and operational efficiencies, we outsource to third-party vendors certain services that are integral to the operations of our global businesses, such as our onboard concessionaires, certain of our call center operations and operation of a large part of our information technology systems. We are subject to the risk that certain decisions are subject to the control of our third-party service providers and that these decisions may adversely affect our activities. A failure to adequately monitor a third-party service provider’s compliance with a service level agreement or regulatory or legal requirements could result in significant economic and reputational harm to us. There is also a risk the confidentiality, privacy and/or security of data held by third parties or communicated over third-party networks or platforms could become compromised.
A failure to keep pace with developments in technology or technological obsolescence could impair our operations or competitive position.
Our business continues to demand the use of sophisticated technology and systems. These technologies and systems must be refined, updated, and/or replaced with more advanced systems in order to continue to meet our customers’ demands and expectations. If we are unable to do so in a timely manner or within reasonable cost parameters or if we are unable to appropriately and timely train our employees to operate any of these new systems, our business could suffer. We also may not achieve the benefits that we anticipate from any new technology or system, and a failure to do so could result in higher than anticipated costs or could impair our operating results.
We may be exposed to risks and costs associated with cyber security, including protecting the integrity and security of our guests’, employees’ and business partners’ personal information.
We are subject to various risks associated with the collection, handling, storage and transmission of sensitive information, including risks related to compliance with applicable laws and other contractual obligations, as well as the risk that our systems collecting such information could be compromised. In the course of doing business, we collect

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large volumes of internal and customer data, including personally identifiable information for various business purposes. We are subject to federal, state and international laws relating to the collection, use, retention, security and transfer of personally identifiable information. In many cases, these laws apply not only to third-party transactions, but also to transfers of information between the Company and its subsidiaries, and among the Company, its subsidiaries and other parties with which the Company has commercial relations. Several jurisdictions have passed laws in this area, and other jurisdictions are considering imposing additional restrictions. These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction. Complying with emerging and changing international requirements may cause us to incur substantial costs or require us to change our business practices. If we fail to comply with the various applicable data collection and privacy laws, we could be exposed to fines, penalties, restrictions, litigation or other expenses, and our business could be adversely impacted.
In addition, even if we are fully compliant with legal standards and contractual requirements, we still may not be able to prevent security breaches involving sensitive data. Any breach, theft, loss, or fraudulent use of guest, employee or company data could adversely impact our reputation and brand and our ability to retain or attract new customers, and expose us to risks of data loss, business disruption, governmental investigation, litigation and other liability, any of which could adversely affect our business. Significant capital investments and other expenditures could be required to remedy the problem and prevent future breaches, including costs associated with additional security technologies, personnel, experts and credit monitoring services for those whose data has been breached. Additionally, the techniques and sophistication used to conduct cyber-attacks and breaches of information technology systems, as well as the sources and targets of these attacks, change frequently and are often not recognized until such attacks are launched or have been in place for a period of time. Our security measures cannot provide assurance that we will be successful in preventing such breaches.
Environmental, labor, health and safety, financial responsibility and other maritime regulations could affect operations and increase operating costs.
The United States and various state and foreign government or regulatory agencies have enacted or are considering new environmental regulations or policies, such as requiring the use of low sulfur fuels, increasing fuel efficiency requirements, further restricting emissions, or other initiatives to limit greenhouse gas emissions that could increase our direct cost to operate in certain markets, increase our cost for fuel, limit the supply of compliant fuel, cause us to incur significant expenses to purchase and/or develop new equipment and adversely impact the cruise vacation industry. While we have taken and expect to continue to take a number of actions to mitigate the potential impact of certain of these regulations, there can be no assurances that these efforts will be successful or completed on a timely basis. Some environmental groups have also lobbied for more stringent regulation of cruise ships and have generated negative publicity about the cruise vacation industry and its environmental impact. See Item 1. Business-Regulation-Environmental Regulations . An increase in fuel prices not only impacts our fuel costs, but also some of our other expenses, such as crew travel, freight and commodity prices.
In addition, we are subject to various international, national, state and local laws, regulations and treaties that govern, among other things, safety standards applicable to our ships, treatment of disabled persons, health and sanitary standards applicable to our guests, security standards on board our ships and at the ship/port interface areas, and financial responsibilities to our guests. These issues are, and we believe will continue to be, an area of focus by the relevant authorities throughout the world. This could result in the enactment of more stringent regulation of cruise ships that could subject us to increasing compliance costs in the future.
A change in our tax status under the United States Internal Revenue Code, or other jurisdictions, may have adverse effects on our income .
We and a number of our subsidiaries are foreign corporations that derive income from a U.S. trade or business and/or from sources within the U.S. Drinker Biddle & Reath LLP, our United States tax counsel, has delivered to us an opinion, based on certain representations and assumptions set forth in it, to the effect that this income, to the extent derived from or incidental to the international operation of a ship or ships, is excluded from gross income U.S. federal income tax purposes pursuant to Section 883 of the Internal Revenue Code. We believe that most of our income (including that of our subsidiaries) is derived from or incidental to the international operation of a ship or ships.

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Our ability to rely on Section 883 could change in the future. Provisions of the Internal Revenue Code, including Section 883, are subject to legislative change at any time. Moreover, changes could occur in the future with respect to the identity, residence or holdings of our direct or indirect shareholders, trading volume or trading frequency of our shares, or relevant foreign tax laws of Liberia such that they no longer qualify as equivalent exemption jurisdictions, that could affect our eligibility for the Section 883 exemption. Accordingly, there can be no assurance that we will continue to be exempt from U.S. income tax on U.S. source shipping income in the future. If we were not entitled to the benefit of Section 883, we and our subsidiaries would be subject to U.S. taxation on a portion of the income derived from or incidental to the international operation of our ships, which would reduce our net income.
Additionally, portions of our business are operated by companies that are within tonnage tax regimes of the U.K. and Malta. Further, some of the operations of these companies are conducted in jurisdictions where we rely on tax treaties to provide exemption from taxation. To the extent the tonnage tax laws of these countries change or we do not continue to meet the applicable qualification requirements or if tax treaties are changed or revoked, we may be required to pay higher income tax in these jurisdictions, adversely impacting our results of operations.
As budgetary constraints continue to adversely impact the jurisdictions in which we operate, increases in income tax regulations or tax reform affecting our operations may be imposed.
Litigation, enforcement actions, fines or penalties could adversely impact our financial condition or results of operations and/or damage our reputation.
Our business is subject to various United States and international laws and regulations that could lead to enforcement actions, fines, civil or criminal penalties or the assertion of litigation claims and damages. In addition, improper conduct by our employees, agents or joint venture partners could damage our reputation and/or lead to litigation or legal proceedings that could result in civil or criminal penalties, including substantial monetary fines. In certain circumstances it may not be economical to defend against such matters and/or a legal strategy may not ultimately result in us prevailing in a matter. Such events could lead to an adverse impact on our financial condition or results of operations.
We are not a United States corporation and our shareholders may be subject to the uncertainties of a foreign legal system in protecting their interests.
Our corporate affairs are governed by our Articles of Incorporation and By-Laws and by the Business Corporation Act of Liberia. The provisions of the Business Corporation Act of Liberia resemble provisions of the corporation laws of a number of states in the United States. However, while most states have a fairly well developed body of case law interpreting their respective corporate statutes, there are very few judicial cases in Liberia interpreting the Business Corporation Act of Liberia. As such, the rights and fiduciary responsibilities of directors under Liberian law are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. For example, the right of shareholders to bring a derivative action in Liberian courts may be more limited than in United States jurisdictions. There may also be practical difficulties for shareholders attempting to bring suit in Liberia and Liberian courts may or may not recognize and enforce foreign judgments. Thus, our public shareholders may have more difficulty in protecting their interests with respect to actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction.
Provisions of our Articles of Incorporation, By-Laws and Liberian law could inhibit others from acquiring us, prevent a change of control, and may prevent efforts by our shareholders to change our management.
Certain provisions of our Articles of Incorporation and By-Laws and Liberian law may inhibit third parties from effectuating a change of control of the Company without Board approval which could result in the entrenchment of current management. These include provisions in our Articles of Incorporation that prevent third parties, other than A. Wilhelmsen AS. and Cruise Associates, from acquiring beneficial ownership of more than 4.9% of our outstanding shares without the consent of our Board of Directors.

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Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Information about our cruise ships, including their size and primary areas of operation, may be found within the Operating Strategies - Fleet upgrade, maintenance and expansion section and the Operations - Cruise Ships and Itineraries section in Item 1 . Business . Information regarding our cruise ships under construction, estimated expenditures and financing may be found within the Future Capital Commitments and Funding Needs and Sources sections of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Our principal executive office and principal shoreside operations are located in leased office buildings at the Port of Miami, Florida. We also lease a number of other offices in the US and throughout Europe, Asia, Mexico, South America and Australia to administer our brand operations globally.
 
We believe that our facilities are adequate for our current needs and that we are capable of obtaining additional facilities as necessary.

We also operate two private destinations which we utilize as a port-of-call on certain of our itineraries: (i) an island we own in the Bahamas which we call CocoCay; and (ii) Labadee, a secluded peninsula we lease on the north coast of Haiti.
Item 3.    Legal Proceedings
A c lass action complaint was filed in June 2011 against Royal Caribbean Cruises Ltd. in the United States District Court for the Southern District of Florida on behalf of a purported class of stateroom attendants employed onboard Royal Caribbean International cruise vessels. The complaint alleged that the stateroom attendants were required to pay other crew members to help with their duties and that certain stateroom attendants were required to work back of house assignments without the ability to earn gratuities, in each case, in violation of the U.S. Seaman’s Wage Act. In May 2012, the district court granted our motion to dismiss the complaint on the basis that the applicable collective bargaining agreement requires any such claims to be arbitrated. The United States Court of Appeals, 11th Circuit, affirmed the district court’s dismissal and denied the plaintiffs’ petition for re-hearing and re-hearing en banc. In October 2014, the United States Supreme Court denied the plaintiffs’ request to review the order compelling arbitration. Subsequently, approximately 575 crew members submitted demands for arbitration. The demands make substantially the same allegations as in the federal court complaint and are similarly seeking damages, wage penalties and interest in an indeterminate amount. Unlike the federal court complaint, the demands for arbitration are being brought individually by each of the crew members and not on behalf of a purported class of stateroom attendants. In February 2016, we settled this matter as to all demanding crew members in exchange for our payment in the aggregate of an immaterial amount. The settlement is subject to finalization of all settlement documents.

In April 2015, the Alaska Department of Environmental Conservation issued Notices of Violation to Royal Caribbean International and Celebrity Cruises seeking monetary penalties for alleged violations of the Alaska Marine Visible Emission Standards that occurred over the past five years on certain of our vessels. We believe we have meritorious defenses to the allegations and we are cooperating with the state of Alaska. We do not believe that the ultimate outcome of these claims will have a material adverse impact on our financial condition or results of operations and cash flows.

We are routinely involved in other claims typical within the cruise vacation industry. The majority of these claims are covered by insurance. We believe the outcome of such claims, net of expected insurance recoveries, will not have a material adverse impact on our financial condition or results of operations and cash flows.
Item 4.    Mine Safety Disclosures
None.

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PART II
Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed on the New York Stock Exchange ("NYSE") and the Oslo Stock Exchange ("OSE") under the symbol "RCL". In 2015, we applied for and received approval to delist from the OSE. Our last day of trading on the OSE is scheduled for March 8, 2016.
The table below sets forth the high and low sales prices of our common stock as reported by the NYSE and the OSE for the two most recent years by quarter:

NYSE
Common Stock

OSE
Common Stock (1)

High
 
Low
 
High

Low
2015
 
 
 
 
 
 
 
Fourth Quarter
$103.40
 
$87.08
 
905.00
 
705.00
Third Quarter
$97.60
 
$77.74
 
803.50
 
617.00
Second Quarter
$83.32
 
$65.91
 
669.50
 
485.60
First Quarter
$85.56
 
$72.79
 
666.00
 
555.00
2014
 
 
 
 
 
 
 
Fourth Quarter
$83.90
 
$52.32
 
638.00
 
347.00
Third Quarter
$69.31
 
$53.66
 
439.60
 
332.00
Second Quarter
$57.38
 
$49.65
 
349.00
 
300.00
First Quarter
$54.93
 
$45.95
 
332.60
 
284.20
_______________________________________________________________________________
(1)
Denominated in Norwegian kroner, as listed in the price history database available at www.oslobors.no
Holders
As of February 12, 2016 there were 907 record holders of our common stock. Since certain of our shares are held by brokers and other institutions on behalf of shareholders, the foregoing number is not representative of the number of beneficial owners.
Dividends
In 2014 , we declared cash dividends on our common stock of $0.25 per share during the first and second quarters of 2014 . We increased the dividend amount to $0.30 per share for the dividends declared in the third and fourth quarters of 2014 and the first and second quarters of 2015 . The dividend amount was increased to $0.375 per share for the dividends declared in the third and fourth quarters of 2015 .
Holders of our common stock have an equal right to share in our profits in the form of dividends when and if declared by our Board of Directors out of funds legally available. Holders of our common stock have no rights to any sinking fund.
There are no exchange control restrictions on remittances of dividends on our common stock since (1) we are and intend to maintain our status as a nonresident Liberian entity under the Liberia Revenue Code of 2000 as Amended and the regulations thereunder, and (2) our ship-owning subsidiaries are not now engaged, and are not in the future expected to engage, in any business in Liberia, including voyages exclusively within the territorial waters of the Republic of Liberia. Under current Liberian law, no Liberian taxes or withholding will be imposed on payments to holders of our securities other than to a holder that is a resident Liberian entity or a resident individual or an individual or entity subject to taxation in Liberia as a result of having a permanent establishment within the meaning of the Liberia Revenue Code of 2000 as Amended in Liberia.

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The declaration of dividends shall at all times be subject to the final determination of our Board of Directors that a dividend is prudent at that time in consideration of the needs of the business.
Stock Repurchases
The following table presents the total number of shares of our common stock that we repurchased during the three months ended December 31, 2015:
Period
Total number of shares purchased
 
Average price paid per share
 
Total number of shares purchased as part of publicly announced plans or programs
 
Approximate dollar value of shares that may yet be purchased under the plans or programs
October 1, 2015 - October 31, 2015 (1)
1,632,820
 
(2)  
 
1,632,820
 
$300,000,000
November 1, 2015 - November 30, 2015 (1)
470,468
 
(2)  
 
470,468
 
$300,000,000
December 1, 2015 - December 31, 2015 (1)
 
 
 
$300,000,000
Total
2,103,288
 

 
2,103.288
 


(1) In October 2015, our board of directors authorized a common stock repurchase program for up to $500 million. Subsequently, in 2015, we executed an agreement with an investment bank to purchase a total of $200 million, of the $500 million authorized amount, of our common stock under an accelerated stock repurchase (ASR) transaction. The ASR transaction was completed on November 30, 2015. Future stock repurchases under this program could include open market purchases or additional accelerated share repurchases. We expect to complete the program by the end of 2016. For further information on the ASR transaction, refer to Note 8. Shareholders' Equity to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data .
(2) Final settlement of the ASR transaction occurred on November 30, 2015, resulting in 2.1 million shares of common stock repurchased at an average price of $95.09 per share.
Performance Graph
The following graph compares the total return, assuming reinvestment of dividends, on an investment in the Company, based on performance of the Company's common stock, with the total return of the Standard & Poor's 500 Composite Stock Index and the Dow Jones United States Travel and Leisure Index for a five year period by measuring the changes in common stock prices from December 31, 2010 to December 31, 2015 .

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12/10
 
12/11
 
12/12
 
12/13
 
12/14
 
12/15
Royal Caribbean Cruises Ltd
100.00
 
53.14
 
74.05
 
105.23
 
186.20
 
232.27
S&P 500
100.00
 
102.11
 
118.45
 
156.82
 
178.29
 
180.75
Dow Jones US Travel & Leisure
100.00
 
106.69
 
120.91
 
175.90
 
204.69
 
216.76
The stock performance graph assumes for comparison that the value of the Company's common stock and of each index was $100 on December 31, 2010 and that all dividends were reinvested. Past performance is not necessarily an indicator of future results.

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Item 6.    Selected Financial Data
The selected consolidated financial data presented below for the years 2011 through 2015 and as of the end of each such year, except for Adjusted Net Income amounts, are derived from our audited consolidated financial statements and should be read in conjunction with those financial statements and the related notes as well as in conjunction with Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations .
 
Year Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
 
(in thousands, except per share data)
Operating Data:
 
 
 
 
 
 
 
 
 
Total revenues
$
8,299,074

 
$
8,073,855

 
$
7,959,894

 
$
7,688,024

 
$
7,537,263

Operating income
$
874,902

 
$
941,859

 
$
798,148

 
$
403,110

 
$
931,628

Net income
$
665,783

 
$
764,146

 
$
473,692

 
$
18,287

 
$
607,421

Adjusted Net Income (1) (2)
$
1,065,066

 
$
755,729

 
$
539,224

 
$
442,873

 
$
607,421

Per Share Data—Basic:
 
 
 
 
 
 
 
 
 
Net income
$
3.03

 
$
3.45

 
$
2.16

 
$
0.08

 
$
2.80

Adjusted Net Income
$
4.85

 
$
3.41

 
$
2.46

 
$
2.03

 
$
2.80

Weighted-average shares
219,537

 
221,658

 
219,638

 
217,930

 
216,983

Per Share Data—Diluted:
 
 
 
 
 
 
 
 
 
Net income
$
3.02

 
$
3.43

 
$
2.14

 
$
0.08

 
$
2.77

Adjusted Net Income
$
4.83

 
$
3.39

 
$
2.44

 
$
2.02

 
$
2.77

Weighted-average shares and potentially dilutive shares
220,689

 
223,044

 
220,941

 
219,457

 
219,229

Dividends declared per common share
$
1.35

 
$
1.10

 
$
0.74

 
$
0.44

 
$
0.20

Balance Sheet Data:
 
 
 
 
 
 
 
 
 
Total assets
$
20,921,855

 
$
20,713,190

 
$
20,072,947

 
$
19,827,930

 
$
19,804,405

Total debt, including capital leases
$
8,667,055

 
$
8,443,948

 
$
8,074,804

 
$
8,489,947

 
$
8,495,853

Common stock
$
2,339

 
$
2,331

 
$
2,308

 
$
2,291

 
$
2,276

Total shareholders' equity
$
8,063,039

 
$
8,284,359

 
$
8,808,265

 
$
8,308,749

 
$
8,407,823

_______________________________________________________________________________
(1)
For 2015, 2014 and 2013, refer to Financial Presentation and Results of Operations under Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for definition of Adjusted Net Income and reconciliation of Adjusted Net Income to Net income.
(2)
Amount for 2012 excludes an impairment charge of $385.4 million , to write down Pullmantur's goodwill to its implied fair value and to write down trademarks and trade names and certain long-lived assets, consisting of aircraft that was then owned and operated by Pullmantur Air, to their fair value, and a net deferred tax charge of $28.5 million . The net deferred tax charge includes a $33.7 million  charge to record a 100% valuation allowance related to our deferred tax assets for Pullmantur and a $5.2 million tax benefit to reduce the deferred tax liability related to Pullmantur's trademarks and trade names. Additionally, the amount for 2012 excludes a $10.7 million loss related to the estimated impact of Pullmantur's non-core businesses that were sold in 2014.

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Concerning Forward-Looking Statements
The discussion under this caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this document, including, for example, under the "Risk Factors" and "Business" captions, includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding guidance (including our expectations for the first quarter and full year of 2016 , our earnings and yield estimates for 2016 set forth under the heading "Outlook" below and expectations regarding the timing and results of our Double-Double Program), business and industry prospects or future results of operations or financial position, made in this Annual Report on Form 10-K are forward-looking. Words such as "anticipate," "believe," "could," "estimate," "expect," "goal," "intend," "may," "plan," "project," "seek," "should," "will," and similar expressions are intended to further identify any of these forward-looking statements. Forward-looking statements reflect management's current expectations but they are based on judgments and are inherently uncertain. Furthermore, they are subject to risks, uncertainties and other factors, that could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to, those discussed in this Annual Report on Form 10-K and, in particular, the risks discussed under the caption "Risk Factors" in Part I, Item 1A of this report.
All forward-looking statements made in this Annual Report on Form 10-K speak only as of the date of this document. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
The discussion and analysis of our financial condition and results of operations have been organized to present the following:
a review of our critical accounting policies and of our financial presentation, including discussion of certain operational and financial metrics we utilize to assist us in managing our business;
a discussion of our results of operations for the year ended December 31, 2015 compared to the same period in 2014 and the year ended December 31, 2014 compared to the same period in 2013 ;
a discussion of our business outlook, including our expectations for selected financial items for the first quarter and full year of 2016 ; and
a discussion of our liquidity and capital resources, including our future capital and contractual commitments and potential funding sources.
Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). (Refer to Note 1. General and Note 2. Summary of Significant Accounting Policies to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data ). Certain of our accounting policies are deemed "critical," as they require management's highest degree of judgment, estimates and assumptions. We have discussed these accounting policies and estimates with the audit committee of our board of directors. We believe our most critical accounting policies are as follows:
Ship Accounting
Our ships represent our most significant assets and are stated at cost less accumulated depreciation and amortization. Depreciation of ships is generally computed net of a 15% projected residual value using the straight-line method over the estimated useful life of the asset, which is generally 30 years. The 30-year useful life of our newly constructed ships and 15% associated residual value are both based on the weighted-average of all major components

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of a ship. Our useful life and residual value estimates take into consideration the impact of anticipated technological changes, long-term cruise and vacation market conditions and historical useful lives of similarly-built ships. In addition, we take into consideration our estimates of the weighted-average useful lives of the ships' major component systems, such as hull, superstructure, main electric, engines and cabins. Given the very large and complex nature of our ships, our accounting estimates related to ships and determinations of ship improvement costs to be capitalized require considerable judgment and are inherently uncertain. We do not have cost segregation studies performed to specifically componentize our ship systems. Therefore, we estimate the costs of component systems based principally on general and technical information known about major ship component systems and their lives and our knowledge of the cruise vacation industry. We do not identify and track depreciation by ship component systems, but instead utilize these estimates to determine the net cost basis of assets replaced or refurbished. Improvement costs that we believe add value to our ships are capitalized as additions to the ship and depreciated over the shorter of the improvements' estimated useful lives or that of the associated ship. The estimated cost and accumulated depreciation of replaced or refurbished ship components are written off and any resulting losses are recognized in Cruise operating expenses .
We use the deferral method to account for drydocking costs. Under the deferral method, drydocking costs incurred are deferred and charged to expense on a straight-line basis over the period to the next scheduled drydock, which we estimate to be a period of thirty to sixty months based on the vessel's age as required by Class. Deferred drydock costs consist of the costs to drydock the vessel and other costs incurred in connection with the drydock which are necessary to maintain the vessel's Class certification. Class certification is necessary in order for our cruise ships to be flagged in a specific country, obtain liability insurance and legally operate as passenger cruise ships. The activities associated with those drydocking costs cannot be performed while the vessel is in service and, as such, are done during a drydock as a planned major maintenance activity. The significant deferred drydock costs consist of hauling and wharfage services provided by the drydock facility, hull inspection and related activities (e.g., scraping, pressure cleaning, bottom painting), maintenance to steering propulsion, thruster equipment and ballast tanks, port services such as tugs, pilotage and line handling, and freight associated with these items. We perform a detailed analysis of the various activities performed for each drydock and only defer those costs that are directly related to planned major maintenance activities necessary to maintain Class. The costs deferred are related to activities not otherwise routinely periodically performed to maintain a vessel's designed and intended operating capability. Repairs and maintenance activities are charged to expense as incurred.
We use judgment when estimating the period between drydocks, which can result in adjustments to the estimated amortization of drydock costs. If the vessel is disposed of before the next drydock, the remaining balance in deferred drydock is written-off to the gain or loss upon disposal of vessel in the period in which the sale takes place. We also use judgment when identifying costs incurred during a drydock which are necessary to maintain the vessel's Class certification as compared to those costs attributable to repairs and maintenance which are expensed as incurred.
We believe we have made reasonable estimates for ship accounting purposes. However, should certain factors or circumstances cause us to revise our estimates of ship useful lives or projected residual values, depreciation expense could be materially higher or lower. If circumstances cause us to change our assumptions in making determinations as to whether ship improvements should be capitalized, the amounts we expense each year as repairs and maintenance costs could increase, partially offset by a decrease in depreciation expense. If we had reduced our estimated average ship useful life by one year, depreciation expense for 2015 would have increased by approximately $66.7 million . If our ships were estimated to have no residual value, depreciation expense for 2015 would have increased by approximately $188.8 million .
Valuation of Goodwill, Indefinite-Lived Intangible Assets and Long-Lived Assets
We review goodwill, trademarks and trade names, which are our most significant indefinite-lived intangible assets, for impairment at the reporting unit level annually or, when events or circumstances dictate, more frequently. The impairment review for goodwill consists of a qualitative assessment of whether it is more-likely-than-not that a reporting unit's fair value is less than its carrying amount, and if necessary, a two-step goodwill impairment test. Factors to consider when performing the qualitative assessment include general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates. If the qualitative assessment demonstrates that it is more-likely-than-not that the estimated fair value of the reporting unit exceeds its carrying value, it is not necessary to perform the two-step goodwill impairment test. We may elect to

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bypass the qualitative assessment and proceed directly to step one, for any reporting unit, in any period. On a periodic basis, we elect to bypass the qualitative assessment and proceed to step one to corroborate the results of recent years' qualitative assessments. We can resume the qualitative assessment for any reporting unit in any subsequent period.
When performing the two-step goodwill impairment test, the fair value of the reporting unit is determined and compared to the carrying value of the net assets allocated to the reporting unit. We estimate the fair value of our reporting units using a probability-weighted discounted cash flow model. The estimation of fair value utilizing discounted expected future cash flows includes numerous uncertainties which require our significant judgment when making assumptions of expected revenues, operating costs, marketing, selling and administrative expenses, interest rates, ship additions and retirements as well as assumptions regarding the cruise vacation industry's competitive environment and general economic and business conditions, among other factors. The principal assumptions used in the discounted cash flow model are projected operating results, weighted-average cost of capital, and terminal value. The discounted cash flow model uses our 2016 projected operating results as a base. To that base, we add future years' cash flows assuming multiple revenue and expense scenarios that reflect the impact of different global economic environments beyond 2016 on the reporting unit. We discount the projected cash flows using rates specific to the reporting unit based on its weighted-average cost of capital. If the fair value of the reporting unit exceeds its carrying value, no further analysis or write-down of goodwill is required. If the fair value of the reporting unit is less than the carrying value of its net assets, the implied fair value of the reporting unit is allocated to all its underlying assets and liabilities, including both recognized and unrecognized tangible and intangible assets, based on their fair value. If necessary, goodwill is then written down to its implied fair value.
The impairment review for indefinite-life intangible assets consists of a comparison of the fair value of the asset with its carrying amount. We estimate the fair value of our indefinite-life intangible assets, which consist of trademarks and trade names related to Pullmantur, using a discounted cash flow model and the relief-from-royalty method. The royalty rate used is based on comparable royalty agreements in the tourism and hospitality industry. The discount rate used is comparable to the rate used in valuing the Pullmantur reporting unit in our goodwill impairment test. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. If the fair value exceeds its carrying amount, the indefinite-life intangible asset is not considered impaired. Other intangible assets assigned finite useful lives are amortized on a straight-line basis over their estimated useful lives.
We review our ships, aircraft and other long-lived assets for impairment whenever events or changes in circumstances indicate, based on estimated undiscounted future cash flows, that the carrying amount of these assets may not be fully recoverable. We evaluate asset impairment at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The lowest level for which we maintain identifiable cash flows that are independent of the cash flows of other assets and liabilities is at the ship level for our ships and at the aggregated asset group level for our aircraft. If estimated future cash flows are less than the carrying value of an asset, an impairment charge is recognized to the extent its carrying value exceeds fair value.
We estimate fair value based on quoted market prices in active markets, if available. If active markets are not available we base fair value on independent appraisals, sales price negotiations and projected future cash flows discounted at a rate estimated by management to be commensurate with the business risk. Quoted market prices are often not available for individual reporting units and for indefinite-life intangible assets. Accordingly, we estimate the fair value of a reporting unit and an indefinite-life intangible asset using an expected present value technique.
2015 Impairment of Pullmantur related assets
Pullmantur is a brand that historically targeted primarily the Spanish and Latin American markets. These markets have experienced significant volatility and the brand has adopted various changes to its operating strategy as a result. Most recently, in response to favorable economic expectations in Latin America, especially Brazil, management undertook a positioning of the brand to increase sourcing of guests and to deliver deployment for Latin American consumers; transferring newer and more efficient capacity to the brand; and selling Pullmantur’s non-core businesses to allow the brand to focus on the core cruise business.
However, the Latin American resurgence was short lived and the core Latin American economies, including Brazil, Mexico, Argentina and Venezuela, have regressed and their currencies have materially depreciated versus the

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US dollar. Most notably, the Brazilian Real devalued by approximately 22% relative to the US dollar during the third quarter of 2015.
In light of the increased challenges facing Pullmantur’s Latin American strategy, we made a decision to significantly change that strategy from growing the brand through vessel transfers to a right-sizing strategy during the third quarter of 2015. This right-sizing strategy includes reducing our exposure to Latin America, refocusing on the brand’s core market of Spain and, consequently, reducing the size of Pullmantur’s fleet. This strategic change includes a decision to redeploy Pullmantur’s Empress to the Royal Caribbean International brand as well as a decision to cancel the intended transfer of the Majesty of the Seas to Pullmantur. As we previously disclosed, the planned growth of the Pullmantur fleet through the transfer of vessels into the brand has been the most significant assumption within Pullmantur's projected cash flows supporting the recoverability of the Pullmantur reporting unit’s goodwill and trademarks and trade names. Our decision to reduce the size of Pullmantur’s fleet significantly decreases the cash flow projections which have been the basis of our impairment analysis.
As a result of these developments, we performed an interim impairment evaluation of Pullmantur’s goodwill and trademarks and trade names in connection with the preparation of our financial statements during the quarter ended September 30, 2015.
Due to the previously described market conditions and our recent decision to reduce our exposure to Latin America, refocus on the brand’s core Spanish market and reduce the brand's overall capacity, we reviewed the two-step goodwill impairment test based on the updated cash flow projections. As a result of this analysis, we determined that the carrying value of the Pullmantur reporting unit exceeded its fair value. Similarly, we determined that the carrying value of Pullmantur’s trademarks and trade names exceeded their fair value as well. Accordingly, upon the completion of the two-step impairment test, we recognized impairment charges of $123.8 million and $174.3 million for goodwill and trademark and trade names, respectively, during the quarter ended September 30, 2015. These charges reflected the full carrying amounts of the goodwill and trademark and trade names leaving Pullmantur with no intangible assets on its books.
Additionally, in conjunction with performing the two-step goodwill impairment test, we identified that the estimated fair value of certain long-lived assets, consisting of two ships and three aircraft, were less than their carrying values. As a result of this determination, we evaluated these assets pursuant to our long-lived asset impairment test. The decision to significantly reduce our exposure to the Latin American market negatively impacted the expected undiscounted cash flows of these vessels and aircraft and resulted in an impairment charge of $113.2 million to write down these assets to their estimated fair values during the quarter ended September 30, 2015.
The combined impairment charge of $411.3 million related to Pullmantur’s goodwill, trademarks and trade names, vessels and aircraft was recognized in earnings during the quarter ended September 30, 2015 and is reported within Impairment of Pullmantur related assets in our consolidated statements of comprehensive income (loss).
Royal Caribbean International
During the fourth quarter of 2015, we performed our annual impairment review of goodwill for the Royal Caribbean International reporting unit. We elected to bypass the qualitative assessment and proceeded directly to step one of the two-step goodwill impairment test to corroborate the results of recent years' qualitative assessments. As a result of the test, we determined the fair value of the Royal Caribbean International reporting unit exceeded its carrying value by approximately 90% resulting in no impairment to Royal Caribbean International goodwill. As of December 31, 2015, the carrying amount of goodwill attributable to our Royal Caribbean International reporting unit was $286.8 million .
Derivative Instruments
We enter into various forward, swap and option contracts to manage our interest rate exposure and to limit our exposure to fluctuations in foreign currency exchange rates and fuel prices. These instruments are recorded on the balance sheet at their fair value and the vast majority are designated as hedges. We also use non-derivative financial instruments designated as hedges of our net investment in our foreign operations and investments. The fuel options we entered into represent economic hedges which were not designated as hedging instruments for accounting purposes and thus, changes in their fair value were immediately recognized in earnings. Although certain of our derivative

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financial instruments do not qualify or are not accounted for under hedge accounting, we do not hold or issue derivative financial instruments for trading or other speculative purposes. We account for derivative financial instruments in accordance with authoritative guidance. Refer to Note 2. Summary of Significant Accounting Policies and Note 14. Fair Value Measurements and Derivative Instruments to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for more information on related authoritative guidance, the Company's hedging programs and derivative financial instruments.
We enter into foreign currency forward contracts and collars, interest rate, cross-currency and fuel swaps and options with third-party institutions in over-the-counter markets. We estimate the fair value of our foreign currency forward contracts and interest rate and cross-currency swaps using expected future cash flows based on the instruments' contract terms and published forward prices for foreign currency exchange and interest rates. We apply present value techniques and LIBOR-based discount rates to convert the expected future cash flows to the current fair value of the instruments.
We estimate the fair value of our foreign currency collars using standard option pricing models with inputs based on the options' contract terms, such as exercise price and maturity, and readily available public market data, such as foreign exchange prices, foreign exchange volatility levels and discount rates.
We estimate the fair value of our fuel swaps using expected future cash flows based on the swaps' contract terms and forward prices. We derive forward prices from forward fuel curves based on pricing inputs provided by third-party institutions that transact in the fuel indices we hedge. We validate these pricing inputs against actual market transactions and published price quotes for similar assets. We apply present value techniques and LIBOR-based discount rates to convert the expected future cash flows to the current fair value of the instruments. We also corroborate our fair value estimates using valuations provided by our counterparties.
We estimate the fair value for our fuel call options based on the prevailing market price for the instruments consisting of published price quotes for similar assets based on recent transactions in an active market.
We adjust the valuation of our derivative financial instruments to incorporate credit risk.
We believe it is unlikely that materially different estimates for the fair value of our foreign currency forward contracts and interest rate, cross-currency and fuel swaps and options would be derived from other appropriate valuation models using similar assumptions, inputs or conditions suggested by actual historical experience.
Contingencies—Litigation
On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of such actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made. In assessing probable losses, we take into consideration estimates of the amount of insurance recoveries, if any, which are recorded as assets when recoverability is probable. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recoveries, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made.
Seasonality
Our revenues are seasonal based on demand for cruises. Demand is strongest for cruises during the Northern Hemisphere's summer months and holidays. In order to mitigate the impact of the winter weather in the Northern Hemisphere and to capitalize on the summer season in the Southern Hemisphere, our brands have focused on deployment to the Caribbean, Asia and Australia during that period.

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Financial Presentation
Description of Certain Line Items
Revenues
Our revenues are comprised of the following:
Passenger ticket revenues , which consist of revenue recognized from the sale of passenger tickets and the sale of air transportation to and from our ships; and
Onboard and other revenues , which consist primarily of revenues from the sale of goods and/or services onboard our ships not included in passenger ticket prices, cancellation fees, sales of vacation protection insurance and pre- and post-cruise tours. Additionally, revenue related to Pullmantur's travel agency network, land-based tours and air charter business to third parties are included in Onboard and other revenues through March 31, 2014, the date of the sale of Pullmantur's non-core businesses. Onboard and other revenues also includes revenues we receive from independent third-party concessionaires that pay us a percentage of their revenues in exchange for the right to provide selected goods and/or services onboard our ships, as well as, revenues received for procurement and management related services we perform on behalf of our unconsolidated affiliates.
Cruise Operating Expenses
Our cruise operating expenses are comprised of the following:
Commissions, transportation and other expenses , which consist of those costs directly associated with passenger ticket revenues, including travel agent commissions, air and other transportation expenses, port costs that vary with passenger head counts and related credit card fees;
Onboard and other expenses , which consist of the direct costs associated with onboard and other revenues, including the costs of products sold onboard our ships, vacation protection insurance premiums, costs associated with pre- and post-cruise tours and related credit card fees as well as the minimal costs associated with concession revenues, as the costs are mostly incurred by third-party concessionaires, and costs incurred for the procurement and management related services we perform on behalf of our unconsolidated affiliates;
Payroll and related expenses , which consist of costs for shipboard personnel (costs associated with our shoreside personnel are included in Marketing, selling and administrative expenses );
Food expenses , which include food costs for both guests and crew;
Fuel expenses , which include fuel and related delivery and storage costs, including the financial impact of fuel swap agreements; and
Other operating expenses , which consist primarily of operating costs such as repairs and maintenance, port costs that do not vary with passenger head counts, vessel related insurance, entertainment and gains and/or losses related to the sale of our ships, if any. Additionally, costs associated with Pullmantur's travel agency network, land-based tours and air charter business to third parties are included in Other operating expenses through March 31, 2014, the date of the sale of Pullmantur's non-core businesses.
We do not allocate payroll and related expenses, food expenses, fuel expenses or other operating expenses to the expense categories attributable to passenger ticket revenues or onboard and other revenues since they are incurred to provide the total cruise vacation experience.

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Selected Operational and Financial Metrics
We utilize a variety of operational and financial metrics which are defined below to evaluate our performance and financial condition. As discussed in more detail herein, certain of these metrics are non-GAAP financial measures, which we believe provide useful information to investors as a supplement to our consolidated financial statements, which are prepared and presented in accordance with GAAP. The presentation of non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
Adjusted Earnings per Share represents Adjusted Net Income divided by weighted average shares outstanding or by diluted weighted average shares outstanding, as applicable. We believe that this non-GAAP measure is meaningful when assessing our performance on a comparative basis.
Adjusted Net Income represents net income excluding certain items that we believe adjusting for is meaningful when assessing our performance on a comparative basis. For the periods presented, these items included the impairment of the Pullmantur related assets, restructuring and related impairment charges, other costs related to our profitability initiatives, the estimated impact of the divested Pullmantur non-core businesses for periods prior to the sales transaction, the loss recognized on the sale of Celebrity Century, the impact of the change in our voyage proration methodology and the reversal of a deferred tax asset valuation allowance due to Spanish tax reform. The estimated impact of the divested Pullmantur non-core businesses was arrived at by adjusting the net income (loss) of these businesses for the ownership percentage we retained, as well as, for intercompany transactions that are no longer eliminated in our consolidated statements of comprehensive income (loss) subsequent to the sales transaction. For the full year 2014, the impact of the voyage proration change represents net income that would have been recognized in 2013 had we recognized revenues and cruise operating expenses on a pro-rata basis for all voyages.
Available Passenger Cruise Days ("APCD") is our measurement of capacity and represents double occupancy per cabin multiplied by the number of cruise days for the period. We use this measure to perform capacity and rate analysis to identify our main non-capacity drivers that cause our cruise revenue and expenses to vary.
Gross Cruise Costs represent the sum of total cruise operating expenses plus marketing, selling and administrative expenses.
Gross Yields represent total revenues per APCD.
Net Cruise Costs and Net Cruise Costs Excluding Fuel represent Gross Cruise Costs excluding commissions, transportation and other expenses and onboard and other expenses and, in the case of Net Cruise Costs Excluding Fuel, fuel expenses (each of which is described above under the Description of Certain Line Items heading). In measuring our ability to control costs in a manner that positively impacts net income, we believe changes in Net Cruise Costs and Net Cruise Costs Excluding Fuel to be the most relevant indicators of our performance. A reconciliation of historical Gross Cruise Costs to Net Cruise Costs and Net Cruise Costs Excluding Fuel is provided below under Results of Operations . We have not provided a quantitative reconciliation of projected Gross Cruise Costs to projected Net Cruise Costs and projected Net Cruise Costs Excluding Fuel due to the significant uncertainty in projecting the costs deducted to arrive at these measures. Accordingly, we do not believe that reconciling information for such projected figures would be meaningful. For the periods prior to the sale of the Pullmantur non-core businesses, Net Cruise Costs excludes the estimated impact of these divested businesses. Net Cruise Costs also excludes initiative costs reported within Cruise operating expenses and Marketing, selling and administrative expenses , as well as the loss recognized on the sale of Celebrity Century included within Other operating expenses .
Net Revenues represent total revenues less commissions, transportation and other expenses and onboard and other expenses (each of which is described above under the Description of Certain Line Items heading). For the periods prior to the sale of the Pullmantur non-core businesses, we have presented Net Revenues excluding the estimated impact of these divested businesses in the financial tables under Results of Operations .
Net Yields represent Net Revenues per APCD. We utilize Net Revenues and Net Yields to manage our business on a day-to-day basis as we believe that it is the most relevant measure of our pricing performance because it reflects the cruise revenues earned by us net of our most significant variable costs, which are commissions, transportation and other expenses and onboard and other expenses. A reconciliation of historical Gross Yields to Net Yields is provided

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below under Results of Operations . We have not provided a quantitative reconciliation of projected Gross Yields to projected Net Yields due to the significant uncertainty in projecting the costs deducted to arrive at this measure. Accordingly, we do not believe that reconciling information for such projected figures would be meaningful. For the periods prior to the sale of the Pullmantur non-core businesses, Net Yields excludes the estimated impact of these divested businesses.
Occupancy , in accordance with cruise vacation industry practice, is calculated by dividing Passenger Cruise Days by APCD. A percentage in excess of 100% indicates that three or more passengers occupied some cabins.
Passenger Cruise Days represent the number of passengers carried for the period multiplied by the number of days of their respective cruises.
We believe Net Yields, Net Cruise Costs and Net Cruise Costs Excluding Fuel are our most relevant non-GAAP financial measures. However, a significant portion of our revenue and expenses are denominated in currencies other than the United States dollar. Because our reporting currency is the United States dollar, the value of these revenues and expenses can be affected by changes in currency exchange rates. Although such changes in local currency prices is just one of many elements impacting our revenues and expenses, it can be an important element. For this reason, we also monitor Net Yields, Net Cruise Costs and Net Cruise Costs Excluding Fuel as if the current periods' currency exchange rates had remained constant with the comparable prior periods' rates, or on a "Constant Currency" basis.
It should be emphasized that Constant Currency is primarily used for comparing short-term changes and/or projections. Changes in guest sourcing and shifting the amount of purchases between currencies can change the impact of the purely currency-based fluctuations.
The use of certain significant non-GAAP measures, such as Net Yields, Net Cruise Costs and Net Cruise Costs Excluding Fuel, allows us to perform capacity and rate analysis to separate the impact of known capacity changes from other less predictable changes which affect our business. We believe these non-GAAP measures provide expanded insight to measure revenue and cost performance in addition to the standard United States GAAP based financial measures. There are no specific rules or regulations for determining non-GAAP and Constant Currency measures, and as such, there exists the possibility that they may not be comparable to other companies within the industry.



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Executive Overview
The year 2015 marked the second year of our four year Double-Double program (Double-Double) and we remain on track to accomplish our goal of doubling 2014 Adjusted Earnings per Share and achieving double-digit Return on Invested Capital by 2017. The Company’s long term commitment to grow revenue yields, manage costs, and maintain steady capacity growth continues to guide us towards Double-Double.

Our 2015 net income was $665.8 million , or $3.02 per diluted share, compared to $764.1 million, or $3.43 per diluted share, in 2014. Net income for 2015 includes a non-cash impairment charge of $399.3 million related to Pullmantur’s intangible assets and certain long-lived assets. Adjusted Net Income for 2015 was $1.1 billion , or $4.83 per diluted share, compared to $755.7 million, or $3.39 per diluted share, in 2014. The year 2015 was another record year for our Company as adjusted earnings grew by more than 40% year-over-year for the second consecutive year. Additionally, constant currency net yields increased for the sixth consecutive year.

The Company grew 2015 Net Yields by 3.5% on a Constant-Currency basis mainly due to the increase in passenger ticket revenues. The delivery of Quantum of the Seas in late 2014 and her move to China in June 2015 generated record ticket and onboard yields. China was one of our highest yielding products in 2015 despite considerable industry capacity growth, the MERS outbreak in South Korea and several typhoons. European itineraries also proved to be resilient in spite of the politcal instability in Greece, Turkey and Northern Africa. The Caribbean began to see improved demand and a more favorable pricing environment beginning in the spring of 2015. In particular, peak summer pricing for Caribbean itineraries was particularly strong. On the other hand, the Latin American market has experienced significant volatility and the currencies of the core Latin American economies have materially depreciated versus the US dollar, negatively impacting our results of operations.

The world’s currencies weakening relative to the US dollar had an unfavorable impact on the value of our earnings in foreign currencies and negatively impacted onboard spending for our international markets, except for the Asian market, where Quantum of the Seas had record setting onboard revenue yields in the summer of 2015. As we head into 2016, we continue to focus on our beverage packages, specialty restaurants, internet packages and shore excursions to strengthen our onboard yields.

We remain dedicated to finding efficiencies, identifying synergies and improving costs, while at the same time, focusing on strategic spending by investing in areas that will boost revenue. In 2015, our Net Cruise Costs Excluding Fuel declined 0.6% for the year compared to 2014. Going into 2016, we expect that non-fuel costs will be up slightly for the year as we strategically focus on increasing customer-facing venues and revenue generating technologies, spending ‘smart’ marketing dollars, growing our business in China and growing our direct business.

Due to the weakness in Latin America described above, during the third quarter of 2015, we made a decision to significantly change our Pullmantur strategy from growing the brand through vessel transfers to a right-sizing strategy. This right-sizing strategy includes reducing our exposure to Latin America, refocusing on the brand’s core market of Spain and reducing the size of Pullmantur’s fleet. Consequently, our change in strategy led to a non-cash impairment charge of $399.3 million , net of a $12.0 million deferred tax benefit, during the third quarter of 2015, primarily related to its goodwill, its trademark and trade names and a reduction in the carrying value of select vessels in the Pullmantur fleet.

The Company remains focused on improving returns for our shareholders. In September 2015, we announced a 25% dividend increase, followed by our announcement in October 2015 of a $500 million stock repurchase program, including a $200 million accelerated stock repurchase that was completed in November 2015.

For the year 2016, we expect our Caribbean capacity will be up slightly due in part to the introduction of a year-round Quantum-class ship in the Northeast which will augment our two year-round Oasis-class ships in South Florida. We expect capacity in Europe will be up 4% year-over-year for the Company as we intend to make a few hardware changes including the debut of Harmony of the Seas in the second quarter of 2016. The Asia Pacific region

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is expected to have a 33% increase in capacity year-over-year primarily due to the debut of Ovation of the Seas expected in April 2016. We intend to have nine ships in the region in 2016 compared to eight ships in 2015.

Additionally, we ordered our fourth and fifth Royal Caribbean International Quantum-class ships for delivery in 2019 and 2020, respectively, and expect delivery of Celebrity’s two new Project Edge ships and Royal Caribbean International's fourth Oasis-class ship in 2018, 2020, and 2018, respectively.

In addition to investing in new hardware, we opportunistically evaluate selling or transferring older ships to further optimize our fleet. Since 2014, we have engaged in three transactions that are expected to improve our return on invested capital - the sale of Celebrity Century to a subsidiary of Skysea Holding, the sale of Ocean Dream to an unrelated third party and the pending sale of Splendour of the Seas to TUI Cruises.



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Results of Operations
In addition to the items discussed above under "Executive Overview," significant items for 2015 include:
The effect of changes in foreign currency exchange rates related to our passenger ticket and onboard and other revenue transactions and cruise operating expenses denominated in currencies other than the US dollar resulted in a decrease to total revenues of $384.4 million for the year ended December 31, 2015 compared to the same period in 2014 and a decrease to cruise operating expenses of $157.6 million for the year ended December 31, 2015 compared to the same period in 2014;
Total revenues and total expenses decreased $38.1 million and $40.4 million , respectively, for the year ended December 31, 2015 compared to the same period in 2014 due to sale of Pullmantur's non-core businesses in 2014.
Total revenues, excluding the unfavorable effect of changes in foreign currency exchange rates and the decrease in revenues from the sale of Pullmantur's non-core businesses discussed above, increased 8.0% for the year ended December 31, 2015 compared to the same period in 2014 primarily due to an increase in overall capacity and ticket prices.
Total Cruise operating expenses, excluding the favorable effect of changes in foreign currency exchange rates and the decrease in cruise operating expenses from the sale of Pullmantur's non-core businesses discussed above, remained consistent for the year ended December 31, 2015 as compared to the same period in 2014.

As of September 30, 2014, we changed our voyage proration methodology and recognized passenger ticket revenues, revenues from onboard and other goods and services and all associated cruise operating costs for all of our uncompleted voyages on a pro-rata basis. The effect of the change is an increase to net income of $53.2 million for the year ended December 31, 2014. Refer to Note 2. Summary of Significant Accounting Policies to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.

Other Items
In March 2015, we announced the pending sale of  Splendour of the Seas to TUI Cruises GmbH, our 50%-owned joint venture. The sale for €188 million is scheduled to be completed in April 2016 in order to retain the future revenues to be generated for sailings through that date. After the sale, TUI Cruises will lease the ship to Thomson Cruises, a subsidiary of TUI AG, which will operate the ship. Refer to Note 6. Other Assets to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.
In April 2015, we took delivery of Anthem of the Seas. To finance the purchase, we borrowed $742.1 million under a previously committed 12-year unsecured term loan, which is 95% guaranteed by Hermes. Refer to Note 7. Long-Term Debt to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.
During 2015, we entered into agreements with Meyer Werft to build the fourth and fifth Quantum-class ships for Royal Caribbean International. Additionally, we entered into agreements with STX France to build two ships of a new generation of Celebrity Cruises ships, known as "Project Edge." Refer to Note 15. Commitments and Contingencies to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.
In June 2015, we amended and restated our $1.1 billion unsecured revolving credit facility originally due July 2016 and in October 2015, we received increased lender commitments of $300.0 million. Additionally, in July 2015, we also amended our $1.2 billion unsecured revolving credit facility due August 2018. At the same time, we amended our $380.0 million, €365.0 million, $290.0 million and $65.0 million unsecured term loans due at various dates from 2016 through 2019. Refer to Note 7. Long-term Debt to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.

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In 2015, TUI Cruises, our 50% joint venture, took delivery of Mein Schiff 4 . Also, TUI Cruises placed orders with Meyer Turku to build two new ships. The ships will each have a capacity of approximately 2,850 berths and are expected to enter service during each of 2018 and 2019. Refer to Note 6. Other Assets to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.
We reported total revenues, operating income, net income, Adjusted Net Income, earnings per share and Adjusted Earnings per Share as shown in the following table (in thousands, except per share data):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Adjusted Net Income
$
1,065,066

 
$
755,729

 
$
539,224

Net income
665,783

 
764,146

 
473,692

Net Adjustments to Net Income - Increase (Decrease)
$
399,283

 
$
(8,417
)
 
$
65,532

Adjustments to Net Income:
 
 
 
 
 
Impairment of Pullmantur related assets  (1)
$
399,283

 
$

 
$

Restructuring and related impairment charges

 
4,318

 
56,946

Other initiative costs

 
21,211

 

Estimated impact of divested businesses prior to sales transaction

 
11,013

 
8,586

Loss on sale of ship included within other operating expenses

 
17,401

 

Impact of voyage proration change (2)

 
(28,877
)
 

Reversal of a deferred tax valuation allowance

 
(33,483
)
 

Net Adjustments to Net Income - Increase (Decrease)
$
399,283

 
$
(8,417
)
 
$
65,532

 
 
 
 
 
 
Basic:
 
 
 
 
 
   Earnings per Share
$
3.03

 
$
3.45

 
$
2.16

   Adjusted Earnings per Share
$
4.85

 
$
3.41

 
$
2.46

 
 
 
 
 
 
Diluted:
 
 
 
 
 
   Earnings per Share
$
3.02

 
$
3.43

 
$
2.14

   Adjusted Earnings per Share
$
4.83

 
$
3.39

 
$
2.44

 
 
 
 
 
 
Weighted-Average Shares Outstanding:
 
 
 
 
 
Basic
219,537

 
221,658

 
219,638

Diluted
220,689

 
223,044

 
220,941


(1) Includes a net deferred income tax benefit of $12.0 million related to the Pullmantur impairment.

(2) Represents the net income amount that would have been recognized in 2013 had we recognized revenues and cruise operating expenses on a pro-rata basis for all voyages.




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The following table presents operating results as a percentage of total revenues for the last three years:
 
Year Ended December 31,
 
2015
 
2014
 
2013
Passenger ticket revenues
73.0
 %
 
73.0
 %
 
71.9
 %
Onboard and other revenues
27.0
 %
 
27.0
 %
 
28.1
 %
Total revenues
100.0
 %
 
100.0
 %
 
100.0
 %
Cruise operating expenses:
 
 
 
 
 
Commissions, transportation and other
16.9
 %
 
17.0
 %
 
16.5
 %
Onboard and other
6.7
 %
 
7.2
 %
 
7.1
 %
Payroll and related
10.4
 %
 
10.5
 %
 
10.6
 %
Food
5.8
 %
 
5.9
 %
 
5.9
 %
Fuel
9.6
 %
 
11.7
 %
 
11.6
 %
Other operating
12.1
 %
 
13.3
 %
 
14.9
 %
Total cruise operating expenses
61.4
 %
 
65.7
 %
 
66.7
 %
Marketing, selling and administrative expenses
13.1
 %
 
13.0
 %
 
13.1
 %
Depreciation and amortization expenses
10.0
 %
 
9.6
 %
 
9.5
 %
Impairment of Pullmantur related assets
5.0
 %
 
 %
 
 %
Restructuring and related impairment charges
 %
 
0.1
 %
 
0.7
 %
Operating income
10.5
 %
 
11.7
 %
 
10.0
 %
Other expense
(2.5
)%
 
(2.2
)%
 
(4.1
)%
Net income
8.0
 %
 
9.5
 %
 
6.0
 %

Selected statistical information is shown in the following table:
 
Year Ended December 31,
 
2015
 
2014
 
2013
Passengers Carried
5,401,899

 
5,149,952

 
4,884,763

Passenger Cruise Days
38,523,060

 
36,710,966

 
35,561,772

APCD
36,646,639

 
34,773,915

 
33,974,852

Occupancy
105.1
%
 
105.6
%
 
104.7
%












49


Gross Yields and Net Yields were calculated as follows (in thousands, except APCD and Yields):
 
Year Ended December 31,
 
2015
 
2015
On a
Constant
Currency
basis
 
2014
 
2013
Passenger ticket revenues
$
6,058,821

 
$
6,392,389

 
$
5,893,847

 
$
5,722,718

Onboard and other revenues
2,240,253

 
2,291,067

 
2,180,008

 
2,237,176

Total revenues
8,299,074

 
8,683,456

 
8,073,855

 
7,959,894

Less:
 
 
 
 
 
 
 
Commissions, transportation and other
1,400,778

 
1,471,291

 
1,372,785

 
1,314,595

Onboard and other
553,104

 
576,544

 
582,750

 
568,615

Net revenues including divested businesses
6,345,192

 
6,635,621

 
6,118,320

 
6,076,684

Less:
 
 
 
 
 
 
 
Net revenues related to divested businesses prior to sales transaction

 

 
35,656

 
218,350

Net Revenues
$
6,345,192

 
$
6,635,621

 
$
6,082,664

 
$
5,858,334

 
 
 
 
 
 
 
 
APCD
36,646,639

 
36,646,639

 
34,773,915

 
33,974,852

Gross Yields
$
226.46

 
$
236.95

 
$
232.18

 
$
234.29

Net Yields
$
173.15

 
$
181.07

 
$
174.92

 
$
172.43



50


Gross Cruise Costs, Net Cruise Costs and Net Cruise Costs Excluding Fuel were calculated as follows (in thousands, except APCD and costs per APCD):
 
Year Ended December 31,
 
2015
 
2015 On a
Constant
Currency
basis
 
2014
 
2013
Total cruise operating expenses
$
5,099,393

 
$
5,257,018

 
$
5,306,281

 
$
5,305,270

Marketing, selling and administrative expenses
1,086,504

 
1,122,977

 
1,048,952

 
1,044,819

Gross Cruise Costs
6,185,897

 
6,379,995

 
6,355,233

 
6,350,089

Less:
 
 
 
 
 
 
 
Commissions, transportation and other
1,400,778

 
1,471,291

 
1,372,785

 
1,314,595

Onboard and other
553,104

 
576,544

 
582,750

 
568,615

Net Cruise Costs including divested businesses
4,232,015

 
4,332,160

 
4,399,698

 
4,466,879

Less:
 
 
 
 
 
 
 
Net Cruise Costs related to divested businesses prior to sales transaction

 

 
47,854

 
224,864

Other initiative costs included within cruise operating expenses and marketing, selling and administrative expenses

 

 
18,972

 

Loss on sale of ship included within other operating expenses

 

 
17,401

 

Net Cruise Costs
4,232,015

 
4,332,160

 
4,315,471

 
4,242,015

Less:
 
 
 
 
 
 
 
Fuel
795,801

 
803,289

 
947,391

 
924,414

Net Cruise Costs Excluding Fuel
$
3,436,214

 
$
3,528,871

 
$
3,368,080

 
$
3,317,601

 
 
 
 
 
 
 
 
APCD
36,646,639

 
36,646,639

 
34,773,915

 
33,974,852

Gross Cruise Costs per APCD
$
168.80

 
$
174.09

 
$
182.76

 
$
186.91

Net Cruise Costs per APCD
$
115.48

 
$
118.21

 
$
124.10

 
$
124.86

Net Cruise Cost Excluding Fuel per APCD
$
93.77

 
$
96.29

 
$
96.86

 
$
97.65














51


Outlook
On February 2, 2016 , we announced the following initial full year and first quarter 2016 guidance based on fuel pricing, interest rates and currency exchange rates at that time:
Full Year 2016
 
As Reported
 
Constant Currency
Net Yields
Flat to up 2.0%
 
2.0% to 4.0%
Net Cruise Costs per APCD
(2.5%) to (3.0%)
 
(2.0%) to (2.5%)
Net Cruise Costs per APCD, excluding Fuel
0.5% or less
 
1% or less
Capacity Increase
6.3%
 
 
Depreciation and Amortization
$898 to $908 million
 
 
Interest Expense, net
$282 to $292 million
 
 
Fuel Consumption (metric tons)
1,409,000
 
 
Fuel Expenses
$716 million
 
 
Percent Hedged (fwd consumption)
66%
 
 
Impact of 10% change in fuel prices
$12 million
 
 
Adjusted Earnings per Share — Diluted
$5.90 to $6.10
 
 
First quarter 2016

As Reported

Constant Currency
Net Yields
Approx. 0.5%
 
Approx. 4.0%
Net Cruise Costs per APCD
0.5% or less
 
1.0% to 1.5%
Net Cruise Costs per APCD, excluding Fuel
3.5% to 4.0%
 
4.5% to 5.0%
Capacity Increase
5.0%
 
 
Depreciation and Amortization
$205 to $215 million
 
 
Interest Expense, net
$58 to $68 million
 
 
Fuel Consumption (metric tons)
341,000
 
 
Fuel Expenses
$185 million
 
 
Percent Hedged (fwd consumption)
70%
 
 
Impact of 10% change in fuel prices
$2.8 million
 
 
Adjusted Earnings per Share Diluted
Approx. $0.30
 
 

Since our earnings release on February 2, 2016 , bookings have remained encouraging and consistent with our previous expectations. Accordingly, our forecast has remained essentially unchanged.

Volatility in foreign currency exchange rates affects the US dollar value of our earnings. Based on our highest net exposure for each quarter and the full year 2016, the top five foreign currencies are ranked below. For example, the Australian Dollar is the most impactful currency in the first and fourth quarters of 2016. Rankings are based on estimated net exposures.

Ranking
 
Q1
 
Q2
 
Q3
 
Q4
 
FY 2016
1
 
 AUD
 
GBP
 
CNY
 
AUD
 
 GBP
2
 
 CAD
 
CNY
 
GBP
 
GBP
 
 CNY
3
 
 GBP
 
AUD
 
EUR
 
CNY
 
 AUD
4
 
 BRL
 
CAD
 
CAD
 
CAD
 
 CAD
5
 
 CNY
 
MXN
 
HKD
 
SGD
 
 EUR

52



The currency abbreviations above are defined as follows:
Currency Abbreviation
 
Currency
AUD
 
Australian Dollar
BRL
 
Brazilian Real
CAD
 
Canadian Dollar
CNY
 
Chinese Yuan
EUR
 
Euro
GBP
 
British Pound
HKD
 
Hong Kong Dollar
MXN
 
Mexican Peso
SGD
 
Singapore Dollar

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

In this section, references to 2015 refer to the year ended December 31, 2015 and references to 2014 refer to the year ended December 31, 2014 .

Revenues

Total revenues for 2015 increased $225.2 million , or 2.8% , to $8.3 billion from $8.1 billion in 2014 .

Passenger ticket revenues comprised 73.0% of our 2015 total revenues. Passenger ticket revenues increased by $165.0 million , or 2.8% , to $6.1 billion in 2015 from $5.9 billion in 2014 . The increase was primarily due to:

a 5.4% increase in capacity, which increased Passenger ticket revenues by $317.4 million , net of the unfavorable impact of the change in our voyage proration. The increase in capacity was primarily due to the addition of Anthem of the Seas and Quantum of the Seas which entered service in April 2015 and October 2014, respectively; and

an increase of $181.1 million in ticket prices driven by higher pricing on Anthem of the Seas and Quantum of the Seas as well as higher pricing on Europe, Alaska and Caribbean sailings.

The increase in passenger ticket revenues was partially offset by the unfavorable effect of changes in foreign currency exchange rates related to our revenue transactions denominated in currencies other than the US dollar of approximately $333.6 million .

The remaining 27.0% of 2015 total revenues was comprised of Onboard and other revenues , which increased $60.2 million , or 2.8% . The increase in Onboard and other revenues was primarily due to:

a $111.3 million increase attributable to the 5.4% increase in capacity noted above, net of the unfavorable impact of the change in our voyage proration; and

a $35.5 million increase in onboard revenue attributable to higher spending on a per passenger basis primarily due to our ship upgrade programs and other revenue enhancing initiatives, including various beverage initiatives, the addition and promotion of specialty restaurants, the increased revenue associated with internet and other telecommunication services and other onboard activities.

The increase was partially offset by:

an approximate $50.8 million unfavorable effect of changes in foreign currency exchange rates related to our onboard and other revenue transactions denominated in currencies other than the US dollar; and

53



a $38.1 million decrease in revenues related to Pullmantur's non-core businesses that were sold in 2014.

Onboard and other revenues included concession revenues of $327.1 million in 2015 and $324.3 million in 2014 .

Cruise Operating Expenses

Total cruise operating expenses for 2015 decreased $206.9 million , or 3.9% , to $5.1 billion in 2015 from $5.3 billion in 2014. The decrease was primarily due to:

a $195.1 million decrease in fuel expense, excluding the impact of the increase in capacity. Our cost of fuel (net of the financial impact of fuel swap agreements) for 2015 decreased 16.0% per metric ton compared to 2014;

an approximate $157.6 million favorable effect of changes in foreign currency exchange rates related to our cruise operating expenses denominated in currencies other than the US dollar;

a $40.4 million decrease in expenses related to Pullmantur's non-core businesses that were sold in 2014;

a $24.6 million decrease in shore excursion expense attributable to lower contractual costs incurred and itinerary changes;

a $19.4 million decrease in lease expense due to the lease termination and purchase of Brilliance of the Seas in 2014; and

a $17.4 million loss incurred in 2014 due to the sale of Celebrity Century that did not recur in 2015.

The decrease was partially offset by a $276.7 million increase attributable to a 5.4% increase in capacity noted above, net of the favorable impact of the change in our voyage proration.

Marketing, Selling and Administrative Expenses

Marketing, selling and administrative expenses for 2015 increased $37.6 million , or 3.6% . The increase was primarily due to an increase in advertising spending mainly relating to our initiatives in the North American, Australian and Asian markets, an increase in payroll and benefits primarily due to an increase in our stock price over the past year related to our performance share awards and higher IT labor costs resulting from the addition of projects and initiatives in 2015. The increase was partially offset by a decrease in administrative expenses mainly driven by the sale of Pullmantur's non-core businesses in 2014 and savings realized from our cost containment initiatives.

Depreciation and Amortization Expenses

Depreciation and amortization expenses for 2015 increased $54.6 million , or 7.1% , to $827.0 million from $772.4 million in 2014 . The increase was primarily due to the addition of Quantum of the Seas and Anthem of the Seas into our fleet, new shipboard additions associated with our ship upgrade projects and the acquisition of the Brilliance of the Seas , which was previously under lease, partially offset by the sale of Celebrity Century in September 2014.

Impairment of Pullmantur Related Assets

During 2015, we recognized an impairment charge of $411.3 million to write down Pullmantur's goodwill to its implied fair value and to write down trademarks and trade names and certain long-lived assets, consisting of three aircraft owned by Pullmantur and two ships owned and operated by Pullmantur, to their fair value. Refer to Note 3. Goodwill and Note 4. Intangible Assets to our consolidated financial statements for further information on the impairment of these assets.


54


Restructuring and Related Impairment Charges

We incurred restructuring charges of approximately $4.3 million in 2014, which did not recur in 2015.

Other Income (Expense)

Interest expense, net of interest capitalized , increased $19.4 million , or 7.5% , to $277.7 million in 2015 from $258.3 million in 2014 . The increase was primarily due to a higher average debt level attributable to the financing of Quantum of the Seas and Anthem of the Seas , partially offset by lower pricing on debt refinanced in 2015 and 2014.

Other income in 2015 was $56.6 million compared to $70.2 million in 2014 . The decrease in income of $13.7 million was primarily due to a $33.5 million tax benefit related to the reversal of a deferred tax asset valuation allowance resulting from Spanish tax reform in 2014, which did not recur in 2015 and $20.9 million in foreign exchange losses from the remeasurement of monetary assets and liabilities denominated in foreign currency in 2015 compared to $0.9 million in gains in 2014. The decrease in other income was partially offset by income of $81.0 million from our equity method investments in 2015 compared to income of $51.6 million in 2014 and a net deferred tax benefit of $12.0 million resulting from the impairment of the Pullmantur related assets in 2015, which did not occur in 2014.

Net Yields

Net Yields decreased 1.0% in 2015 compared to 2014 primarily due to the unfavorable effect of changes in foreign currency exchange rates related to our passenger ticket revenue transactions denominated in currencies other than the US dollar noted above. Net Yields increased 3.5% in 2015 compared to 2014 on a Constant Currency basis primarily due to the increase in passenger ticket and onboard and other revenues discussed above.

Net Cruise Costs

Net Cruise Costs decreased 1.9% in 2015 compared to 2014 primarily due to the decrease in fuel and the favorable effect of changes in foreign currency exchange rates related to our cruise operating expenses denominated in currencies other than the US dollar, partially offset by an increase in capacity. Net Cruise Costs per APCD decreased 6.9% in 2015 compared to 2014. Net Cruise Costs per APCD on a Constant Currency basis decreased 4.7% in 2015 compared to 2014 .

Net Cruise Costs Excluding Fuel

Net Cruise Costs Excluding Fuel per APCD decreased 3.2% in 2015 compared to 2014 and remained consistent in 2015 compared to 2014 on a Constant Currency basis.

Other Comprehensive Loss

Other comprehensive loss decreased by $471.2 million in 2015 compared to 2014 due to a $463.3 million decrease in losses mostly on cash flow derivative hedges resulting from the settlement of fuel cash flow hedges in a loss position during 2015.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

In this section, references to 2014 refer to the year ended December 31, 2014 and references to 2013 refer to the year ended December 31, 2013.

Revenues

Total revenues for 2014 increased $114.0 million, or 1.4%, to $8.1 billion from $8.0 billion in 2013.


55


Passenger ticket revenues comprised 73.0% of our 2014 total revenues. Passenger ticket revenues increased by $171.1 million, or 3.0%, to $5.9 billion in 2014 from $5.7 billion in 2013. The increase was primarily due to:

a 2.4% increase in capacity, which increased Passenger ticket revenues by $134.6 million. The increase in capacity was primarily due to the addition of Quantum of the Seas which entered service in October 2014 and the transfer of Monarch of the Seas to Pullmantur in April 2013 reducing capacity in 2013 due to the two-month lag further discussed in Note 1. General to our consolidated financial statements. Passenger ticket revenues also includes the impact of the change in our voyage proration methodology; and

an increase in ticket prices driven by greater demand for close-in European and Asian sailings, which was partially offset by a decrease in ticket prices for Caribbean sailings, all of which contributed to a $99.1 million increase in Passenger ticket revenues.

The increase in passenger ticket revenues was partially offset by the unfavorable effect of changes in foreign currency exchange rates related to our revenue transactions denominated in currencies other than the United States dollar of approximately $62.5 million.

The remaining 27.0% of 2014 total revenues was comprised of onboard and other revenues , which decreased $57.2 million, or 2.6%. The decrease in onboard and other revenues was primarily due to a $177.2 million decrease in revenues related to Pullmantur's non-core businesses that were sold in 2014. The decrease was partially offset by:

a $45.5 million increase in onboard revenue attributable to higher spending on a per passenger basis primarily due to our ship upgrade programs and other revenue enhancing initiatives, including various beverage initiatives, the addition and promotion of specialty restaurants, the increased revenue associated with internet and other telecommunication services and other onboard activities;

a $46.0 million increase attributable to the 2.4% increase in capacity noted above, which includes the impact of the change in our voyage proration; and

a $28.7 million increase in other revenue of which the largest driver is attributable to an out-of-period adjustment of approximately $13.9 million that was recorded in 2013 to correct the calculation of our liability for our credit card rewards program.

Onboard and other revenues included concession revenues of $324.3 million in 2014 and $316.3 million in 2013.

Cruise Operating Expenses

Total cruise operating expenses for 2014 increased $1.0 million. The increase was primarily due to:

a $119.4 million increase attributable to the 2.4% increase in capacity noted above, which includes the impact of the change in our voyage proration methodology;

a $37.8 million increase in head taxes mainly attributable to itinerary changes;

the loss recognized on the sale of Celebrity Century of $17.4 million; and

a $12.5 million increase primarily attributable to vessel maintenance due to the timing of scheduled drydocks.

The increase was offset by:

a $138.0 million decrease in expenses related to Pullmantur's non-core businesses that were sold in 2014;

a $16.3 million decrease in commissions expense attributable to shifts in our distribution channels; and


56


a $15.0 million decrease in shore excursion expense attributable to itinerary changes and lower costs incurred.

Marketing, Selling and Administrative Expenses

Marketing, selling and administrative expenses for 2014 increased $4.1 million, or 0.4%. The increase was primarily due to an increase in other costs associated with our restructuring activities. Refer to Note 16. Restructuring and Related Impairment Charges to our consolidated financial statements for further information on our restructuring activities .

Depreciation and Amortization Expenses

Depreciation and amortization expenses for 2014 increased $17.7 million or 2.3% to $772.4 million from $754.7 million in 2013. The increase was primarily driven by new shipboard additions associated with our ship upgrade programs, the addition of our new reservations pricing engine in December of 2013 and the addition of Quantum of the Seas which entered service in October 2014.

Restructuring and Related Impairment Charges

We incurred restructuring and related impairment charges of approximately $4.3 million in 2014 compared to $56.9 million in 2013. In 2013, we recognized an impairment charge of $33.5 million to write down the assets held for sale related to the Pullmantur businesses and to write down certain long-lived assets, consisting of three aircraft that were then owned and operated by Pullmantur Air, to their fair value which did not recur in 2014. Refer to Note 16. Restructuring and Related Impairment Charges to our consolidated financial statements for further information on our restructuring activities .

Other Income (Expense)

Interest expense, net of interest capitalized , decreased $74.1 million, or 22.3%, to $258.3 million in 2014 from $332.4 million in 2013. The decrease was due to lower interest rates and, to a lesser extent, a lower average debt level.

Other income in 2014 was $70.2 million compared to Other expense of $1.7 million in 2013. The increase in income of $72.0 million was primarily due to a $33.5 million tax benefit related to the reversal of a deferred tax asset valuation allowance resulting from Spanish tax reform, ineffectiveness gains of $11.5 million from our interest rate swap agreements compared to ineffectiveness losses of $7.3 million in 2013 and to income of $51.6 million from our equity method investments in 2014 compared to income of $32.0 million in 2013.

Extinguishment of unsecured senior notes decreased $4.2 million in 2014 compared to the same period in 2013 as we did not repurchase any unsecured notes in 2014.

Net Yields

Net Yields increased 1.4% in 2014 compared to 2013 primarily due to the increase in passenger ticket revenues noted above. Net Yields increased 2.4% in 2014 compared to 2013 on a Constant Currency basis.

Net Cruise Costs

Net Cruise Costs increased 1.7% in 2014 compared to 2013 primarily due to the increase in capacity noted above. Net Cruise Costs per APCD and Net Cruise Costs per APCD on a Constant Currency basis remained consistent compared to 2013.

Net Cruise Costs Excluding Fuel

Net Cruise Costs Excluding Fuel per APCD decreased 0.8% in 2014 compared to 2013. Net Cruise Costs Excluding Fuel per APCD on a Constant Currency basis for 2014 remained consistent compared to 2013.

Other Comprehensive (Loss) Income

57



Other comprehensive loss in 2014 was $902.7 million compared to Other comprehensive income of $140.2 million in 2013 of which the largest driver was the loss recognized in our cash flow derivative hedges in 2014. Loss on cash flow derivative hedges in 2014 was $869.4 million compared to a Gain on cash flow derivative hedges of $127.8 million in 2013. The change of $997.2 million was primarily due to a decrease in fuel and Euro forward rates during 2014 compared to 2013.


Future Application of Accounting Standards
Refer to Note 2. Summary of Significant Accounting Policies to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information on Recent Accounting Pronouncements .
Liquidity and Capital Resources
Sources and Uses of Cash
Cash flow generated from operations provides us with a significant source of liquidity. Net cash provided by operating activities increased $202.6 million to $1.9 billion for 2015 compared to $1.7 billion for 2014 . The increase in cash provided by operating activities was primarily attributable to a $129.4 million increase in cash receipts from customer deposits, a $66.3 million increase in cash receipts from onboard spending and a decrease in fuel costs and interest paid in 2015 compared to the same period in 2014.
Net cash provided by operating activities increased $331.7 million to $1.7 billion for 2014 compared to $1.4 billion for 2013. The increase was primarily due to a decrease in interest paid in 2014 compared to 2013 and the timing of proceeds from accounts receivable and payments to vendors in 2014.
Net cash used in investing activities decreased $27.4 million in 2015 compared to 2014. During 2015, our use of cash was primarily related to capital expenditures of $1.6 billion, down from $1.8 billion in 2014. The decrease in capital expenditures during 2015 was primarily attributable to the purchase of Brilliance of the Seas in 2014. The decrease in cash used in investing activities was also due to a decrease in investments in and loans to unconsolidated affiliates of $132.4 million in 2015 compared to 2014 and an increase in cash received on loans to unconsolidated affiliates of $48.1 million in 2015 compared to 2014. The decrease was partially offset by $220.0 million of proceeds received from the sale of Celebrity Century in 2014 that did not recur in 2015 . Additionally, there was an increase in cash paid on the settlement of derivative financial instruments of $110.5 million .
Net cash used in investing activities was $1.8 billion for 2014 compared to $824.5 million for 2013. The increase was primarily attributable to an increase in capital expenditures of $1.0 billion in 2014 compared to 2013 primarily due to the delivery of Quantum of the Seas and the purchase of Brilliance of the Seas in 2014. Additionally, there was an increase in investments in and loans to unconsolidated affiliates of $118.0 million and an increase in cash paid on the settlement of derivative financial instruments of $50.8 million. These cash outlays were partially offset by cash received of $220.0 million in 2014 for the sale of Celebrity Century which did not occur in 2013 and a $52.8 million increase in cash received from repayments of a loan to an unconsolidated affiliate in 2014 compared to 2013.
Net cash used in financing activities was $253.5 million for 2015 compared to Net cash provided by financing activities of $17.5 million in 2014 . This change was primarily due to an increase of $394.3 million in repayment of debt, an increase of dividends paid of $81.3 million and a decrease in the proceeds from the exercise of common stock options of $59.6 million . The increase in cash used in financing activities is partially offset by a $245.5 million increase in debt proceeds and a $36.1 million decrease in the repurchase of treasury stock. The increase in repayment of debt was due to higher payments of $1.1 billion on our revolving credit facilities and a payment at maturity of $279.0 million on our 11.875% unsecured senior notes during 2015 compared to the payment at maturity of our €745.0 million 5.625% unsecured senior notes during 2014. The increase in debt proceeds was primarily due to the $742.1 million unsecured term loan borrowed to finance the purchase of Anthem of the Seas and higher drawings of $706.0 million on our revolving credit facilities in 2015 compared to proceeds received on an unsecured term loan of $791.1 million due to

58


the delivery of Quantum of the Seas and proceeds received on our $380.0 million unsecured term loan facility during 2014.
Net cash provided by financing activities was $17.5 million for 2014 compared to net cash used in financing activities of $576.6 million for 2013. This change was primarily due to a $1.7 billion increase in debt proceeds and a $40.8 million increase in the proceeds from the exercise of common stock options, partially offset by the repurchase of treasury stock of $236.1 million, an increase of $867.7 million in repayments of debt and an increase of dividends paid of $55.3 million. The increase in repayments of debt and proceeds from the issuance of debt was primarily due to proceeds received from an unsecured term loan of $791.1 million due to the delivery of Quantum of the Seas in 2014, a higher level of bond maturities and higher drawings and repayments on our revolving credit facilities.
Future Capital Commitments
Our future capital commitments consist primarily of new ship orders. As of December 31, 2015 , we have three Quantum-class ships and two Oasis-class ships on order for our Royal Caribbean International brand with an aggregate capacity of approximately 23,350 berths. Additionally, we have two "Project Edge" ships on order for our Celebrity Cruises brand with an aggregate capacity of approximately 5,800 berths.

As of December 31, 2015 , the aggregate cost of our ships on order, not including the TUI Cruises' ships on order, was approximately $7.8 billion , of which we had deposited $546.5 million as of such date. Approximately 58.2% of the aggregate cost was exposed to fluctuations in the Euro exchange rate at December 31, 2015 . (Refer to Note 14. Fair Value Measurements and Derivative Instruments and Note 15. Commitments and Contingencies to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data) .

As of December 31, 2015 , anticipated overall capital expenditures, based on our existing ships on order, are approximately $2.4 billion for 2016 , $0.5 billion for 2017 , $2.5 billion for 2018 and $1.4 billion for 2019 .

Contractual Obligations
As of December 31, 2015 , our contractual obligations were as follows (in thousands):
 
Payments due by period
 
 
 
Less than
 
1-3
 
3-5
 
More than
 
Total
 
1 year
 
years
 
years
 
5 years
Operating Activities:
 

 
 

 
 

 
 

 
 

Operating lease obligations (1)
$
226,516

 
$
22,229

 
$
34,207

 
$
23,129

 
$
146,951

Interest on long-term debt (2)
1,212,044

 
246,831

 
392,463

 
253,391

 
319,359

Other (3)
832,789

 
207,311

 
292,492

 
238,262

 
94,724

Investing Activities:
0

 
 
 
 
 
 
 
 
Ship purchase obligations (4)
5,505,728

 
1,640,196

 
1,763,274

 
2,102,258

 

Financing Activities:
0

 
 
 
 
 
 
 
 
Long-term debt obligations (5)
8,618,284

 
891,357

 
3,180,092

 
2,086,258

 
2,460,577

Capital lease obligations (6)
48,771

 
8,320

 
10,521

 
7,371

 
22,559

Other (7)
72,734

 
20,918

 
33,236

 
16,466

 
2,114

Total
$
16,516,866

 
$
3,037,162

 
$
5,706,285

 
$
4,727,135

 
$
3,046,284

_______________________________________________________________________________

(1)     We are obligated under noncancelable operating leases primarily for offices, warehouses and motor vehicles. Amounts represent contractual obligations with initial terms in excess of one year.
(2)      Long-term debt obligations mature at various dates through fiscal year 2027 and bear interest at fixed and variable rates. Interest on variable-rate debt is calculated based on forecasted debt balances, including the impact of interest rate swap agreements, using the

59


applicable rate at December 31, 2015 . Debt denominated in other currencies is calculated based on the applicable exchange rate at December 31, 2015 .
(3)      Amounts primarily represent future commitments with remaining terms in excess of one year to pay for our usage of certain port facilities, marine consumables, services and maintenance contracts.
(4)     Amounts do not include potential obligations which remain subject to cancellation at our sole discretion.
(5)     Amounts represent debt obligations with initial terms in excess of one year.
(6)     Amounts represent capital lease obligations with initial terms in excess of one year.
(7)     Amounts represent fees payable to sovereign guarantors in connection with certain of our export credit debt facilities and facility fees on our revolving credit facilities.
Please refer to Funding Needs and Sources for discussion on the planned funding of the above contractual obligations.
As a normal part of our business, depending on market conditions, pricing and our overall growth strategy, we continuously consider opportunities to enter into contracts for the building of additional ships. We may also consider the sale of ships or the purchase of existing ships. We continuously consider potential acquisitions and strategic alliances. If any of these were to occur, they would be financed through the incurrence of additional indebtedness, the issuance of additional shares of equity securities or through cash flows from operations.
Off-Balance Sheet Arrangements
We and TUI AG have each guaranteed repayment of 50% of a bank loan provided to TUI Cruises which is due 2022. Notwithstanding this, the lenders have agreed to release each shareholder’s guarantee in 2018. As of December 31, 2015 , €137.4 million , or approximately $149.4 million based on the exchange rate at December 31, 2015 , remains outstanding. Based on current facts and circumstances, we do not believe potential obligations under this guarantee are probable.
TUI Cruises entered into various ship construction and credit agreements that include certain restrictions on each of our and TUI AG's ability to reduce our current ownership interest in TUI Cruises below 37.55% through 2021.
Some of the contracts that we enter into include indemnification provisions that obligate us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes, increased lender capital costs and other similar costs. The indemnification clauses are often standard contractual terms and are entered into in the normal course of business. There are no stated or notional amounts included in the indemnification clauses and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses. We have not been required to make any payments under such indemnification clauses in the past and, under current circumstances, we do not believe an indemnification obligation is probable.
Other than the items described above, we are not party to any other off-balance sheet arrangements, including guarantee contracts, retained or contingent interest, certain derivative instruments and variable interest entities, that either have, or are reasonably likely to have, a current or future material effect on our financial position.
Funding Needs and Sources
We have significant contractual obligations of which our debt service obligations and the capital expenditures associated with our ship purchases represent our largest funding needs. As of December 31, 2015 , we have approximately $3.0 billion in contractual obligations due through December 31, 2016 of which approximately $891.4 million relates to debt maturities, $1.6 billion relates to the acquisition of Harmony of the Seas and Ovation of the Seas along with progress payments on our other ship purchases and $246.8 million relates to interest on long-term debt. We have historically relied on a combination of cash flows provided by operations, drawdowns under our available credit facilities, the incurrence of additional debt and/or the refinancing of our existing debt and the issuance of additional shares of equity securities to fund these obligations.
As of December 31, 2015 , we have on order three Quantum-class ships and two Oasis-class ships for our Royal Caribbean International brand and we have two "Project Edge" ships on order for our Celebrity Cruises brand all of which has committed unsecured bank financing arrangements which include sovereign financing guarantees. Refer to Note 15. Commitments and Contingencies to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.

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We had a working capital deficit of $3.5 billion as of December 31, 2015 as compared to a working capital deficit of $3.0 billion as of December 31, 2014 . Included within our working capital deficit is $899.7 million and $799.6 million of current portion of long-term debt, including capital leases, as of December 31, 2015 and December 31, 2014 , respectively. The increase in working capital deficit was primarily due to the increase in current liabilities of our foreign currency forward contracts and long-term debt. Similar to others in our industry, we operate with a substantial working capital deficit. This deficit is mainly attributable to the fact that, under our business model, a vast majority of our passenger ticket receipts are collected in advance of the applicable sailing date. These advance passenger receipts remain a current liability until the sailing date. The cash generated from these advance receipts is used interchangeably with cash on hand from other sources, such as our revolving credit facilities and other cash from operations. The cash received as advanced receipts can be used to fund operating expenses for the applicable future sailing or otherwise, pay down our revolving credit facilities, invest in long term investments or any other use of cash. In addition, we have a relatively low-level of accounts receivable and rapid turnover results in a limited investment in inventories. We generate substantial cash flows from operations and our business model, along with our unsecured revolving credit facilities, has historically allowed us to maintain this working capital deficit and still meet our operating, investing and financing needs. We expect that we will continue to have working capital deficits in the future.
In order to improve our liquidity and take advantage of lower interest costs, in June 2015, we amended and restated our $1.1 billion unsecured revolving credit facility due July 2016. The amendment reduced the applicable margin and facility fee and extended the termination date to June 2020. Furthermore, in October 2015, we received increased lender commitments in the amount of $300.0 million , bringing our total capacity under this facility to $1.4 billion . Additionally, in July 2015, we amended our $1.2 billion unsecured revolving credit facility due August 2018 to reduce pricing in line with the pricing of the $1.1 billion unsecured revolving credit facility amended in June 2015. At the same time, we also amended our $380.0 million, €365.0 million, $290.0 million and $65.0 million unsecured term loans due at various dates from 2016 through 2019 to reduce the applicable margins, now each 1.75% based on our current debt rating. We also extended the termination date of the $290 million unsecured term loan from February 2016 to February 2018. Refer to Note 7. Long-Term Debt to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.
As of December 31, 2015 , we had liquidity of $859.6 million , consisting of approximately $121.6 million in cash and cash equivalents and $738.0 million available under our unsecured credit facilities. We anticipate that our cash flows from operations and our current financing arrangements, as described above, will be adequate to meet our capital expenditures and debt repayments over the next twelve-month period.

During the fourth quarter of 2015, under a $500 million authorized common stock repurchase program, we purchased a total of $200 million of our common stock through an ASR transaction. During February 2016, we purchased a total of $150 million of our common stock through open market transactions. The remaining $150 million of stock repurchases could include additional open market purchases or accelerated share repurchases. We expect to complete the program by the end of 2016. Repurchases under the program are expected to be funded from available cash or borrowings under our revolving credit facilities. Refer to Note 8. Shareholders' Equity to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information on the ASR transaction.

If (i) any person other than A. Wilhelmsen AS. and Cruise Associates and their respective affiliates (the “Applicable Group”) acquires ownership of more than 33% of our common stock and the Applicable Group owns less of our common stock than such person, or (ii) subject to certain exceptions, during any 24-month period, a majority of the Board is no longer comprised of individuals who were members of the Board on the first day of such period, we may be obligated to prepay indebtedness outstanding under our ship financing facilities, which we may be unable to replace on similar terms. Our other debt agreements also contain change of control provisions that would be triggered by the acquisition of greater than 50% of our common stock by (i) any person or (ii) in the case of our public debt securities, by a person other than a member of the Applicable Group coupled with a ratings downgrade. If this were to occur, it would have an adverse impact on our liquidity and operations.

Debt Covenants

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Certain of our financing agreements contain financial covenants that require us, among other things, to maintain minimum net worth of at least $6.6 billion , a fixed charge coverage ratio of at least 1.25x and limit our net debt-to-capital ratio to no more than 62.5% . The fixed charge coverage ratio is calculated by dividing net cash from operations for the past four quarters by the sum of dividend payments plus scheduled principal debt payments in excess of any new financings for the past four quarters. Our minimum net worth and maximum net debt-to-capital calculations exclude the impact of Accumulated other comprehensive loss on Total shareholders' equity . We are well in excess of all financial covenant requirements as of December 31, 2015 . The specific covenants and related definitions can be found in the applicable debt agreements, the majority of which have been previously filed with the Securities and Exchange Commission.
Dividends
In December 2015 , we declared a cash dividend on our common stock of $0.375 per share which was paid in the first quarter of 2016 . We declared a cash dividend on our common stock of $0.375 per share during the third quarter of 2015 which was paid in the fourth quarter of 2015 . During the first and second quarters of 2015 , we declared and paid a cash dividend on our common stock of $0.30 per share. During the first quarter of 2015, we also paid a cash dividend on our common stock of $0.30 per share which was declared during the fourth quarter of 2014.




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Item 7A.    Quantitative and Qualitative Disclosures About Market Risk
Financial Instruments and Other

General

We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We manage these risks through a combination of our normal operating and financing activities and through the use of derivative financial instruments pursuant to our hedging practices and policies. The financial impact of these hedging instruments is primarily offset by corresponding changes in the underlying exposures being hedged. We achieve this by closely matching the amount, term and conditions of the derivative instrument with the underlying risk being hedged. Although certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, we do not hold or issue derivative financial instruments for trading or other speculative purposes. We monitor our derivative positions using techniques including market valuations and sensitivity analyses. (Refer to Note 14. Fair Value Measurements and Derivative Instruments to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data. )

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates to our long-term debt obligations including future interest payments. At December 31, 2015 , approximately 31.2% of our long-term debt was effectively fixed as compared to 28.5% as of December 31, 2014 . We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.

Market risk associated with our long-term fixed-rate debt is the potential increase in fair value resulting from a decrease in interest rates. We use interest rate swap agreements that effectively convert a portion of our fixed-rate debt to a floating-rate basis to manage this risk. At December 31, 2015 and December 31, 2014 , we maintained interest rate swap agreements on the $420.0 million fixed-rate portion of our Oasis of the Seas unsecured amortizing term loan and on the $650.0 million unsecured senior notes due 2022. The interest rate swap agreements on Oasis of the Seas debt effectively changed the interest rate on the balance of the unsecured term loan, which was $210.0 million as of December 31, 2015 , from a fixed rate of 5.41% to a LIBOR-based floating rate equal to LIBOR plus 3.87% , currently approximately 4.40% . The interest rate swap agreements on the $650.0 million unsecured senior notes effectively changed the interest rate of the unsecured senior notes from a fixed rate of 5.25% to a LIBOR-based floating rate equal to LIBOR plus 3.63% , currently approximately 3.99% . These interest rate swap agreements are accounted for as fair value hedges.

The estimated fair value of our long-term fixed-rate debt at December 31, 2015 was $1.8 billion , using quoted market prices, where available, or using the present value of expected future cash flows which incorporates risk profile. The fair value of our fixed to floating interest rate swap agreements was estimated to be a liability of $11.8 million as of December 31, 2015 , based on the present value of expected future cash flows. A hypothetical one percentage point decrease in interest rates at December 31, 2015 would increase the fair value of our hedged and unhedged long-term fixed-rate debt by approximately $80.9 million and would increase the fair value of our fixed to floating interest rate swap agreements by $48.1 million .

Market risk associated with our long-term floating-rate debt is the potential increase in interest expense from an increase in interest rates. We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage this risk. A hypothetical one percentage point increase in interest rates would increase our forecasted 2016 interest expense by approximately $52.8 million , assuming no change in foreign currency exchange rates.

At December 31, 2015 , we maintained forward-starting interest rate swap agreements that hedge the anticipated unsecured amortizing term loan that will finance our purchase of Harmony of the Seas . Forward-starting interest rate swaps hedging the Harmony of the Seas loan will effectively convert the interest rate for €693.4 million , or approximately $753.7 million based on the exchange rate at December 31, 2015 , of the anticipated loan balance from

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EURIBOR plus 1.15% to a fixed rate of 2.26% (inclusive of margin) beginning in May 2016. In addition, at December 31, 2015 , we maintained forward-starting interest rate swap agreements that hedge the anticipated unsecured amortizing term loan that will finance our purchase of Ovation of the Seas . Forward-starting interest rate swaps hedging the Ovation of the Seas loan will effectively convert the interest rate for $830.0 million of the anticipated loan balance from LIBOR plus 1.00% to a fixed rate of 3.16% (inclusive of margin) beginning in April 2016. These interest rate swap agreements are accounted for as cash flow hedges.
In addition, at December 31, 2015 and December 31, 2014 , we maintained interest rate swap agreements on our Celebrity Reflection term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the Celebrity Reflection unsecured amortizing term loan balance of approximately $490.9 million from LIBOR plus 0.40% to a fixed rate (including applicable margin) of 2.85% through the term of the loan. Additionally, at December 31, 2015 and December 31, 2014, we maintained interest rate swap agreements on our Quantum of the Seas term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the Quantum of the Seas unsecured amortizing term loan balance of approximately $673.8 million from LIBOR plus 1.30% to a fixed rate of 3.74% (inclusive of margin) through the term of the loan. Furthermore, at December 31, 2015 and December 31, 2014 , we maintained interest rate swap agreements on our Anthem of the Seas term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the Anthem of the Seas unsecured amortizing term loan balance of approximately $694.8 million from LIBOR plus 1.30% to a fixed rate of 3.86% (inclusive of margin) through the term of the loan. These interest rate swap agreements are accounted for as cash flow hedges.
The fair value of our floating to fixed interest rate swap agreements was estimated to be a liability of $62.1 million as of December 31, 2015 based on the present value of expected future cash flows. These interest rate swap agreements are accounted for as cash flow hedges.

Foreign Currency Exchange Rate Risk

Our primary exposure to foreign currency exchange rate risk relates to our ship construction contracts denominated in Euros, our foreign currency denominated debt and our international business operations. We enter into foreign currency forward contracts, collar options and cross-currency swap agreements to manage portions of the exposure to movements in foreign currency exchange rates.

The estimated fair value, as of December 31, 2015 , of our Euro-denominated forward contracts associated with our ship construction contracts was a liability of $320.9 million , based on the present value of expected future cash flows. As of December 31, 2015 , the aggregate cost of our ships on order, not including the TUI Cruises' ships on order, was approximately $7.8 billion , of which we had deposited $546.5 million as of such date. Approximately 58.2% and 28.8% of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate at December 31, 2015 and December 31, 2014 , respectively. A hypothetical 10% strengthening of the Euro as of December 31, 2015 , assuming no changes in comparative interest rates, would result in a $452.8 million increase in the United States dollar cost of the foreign currency denominated ship construction contracts exposed to fluctuations in the Euro exchange rate. The majority of our foreign currency forward contracts, collar options and cross-currency swap agreements are accounted for as cash flow, fair value or net investment hedges depending on the designation of the related hedge.

Our international business operations subject us to foreign currency exchange risk. We transact business in many different foreign currencies and maintain investments in foreign operations which may expose us to financial market risk resulting from fluctuations in foreign currency exchange rates. Movements in foreign currency exchange rates may affect the value of our earnings in foreign currencies and cash flows. We manage most of this exposure on a consolidated basis, which allows us to take advantage of any natural offsets. Therefore, weakness in one particular currency might be offset by strengths in other currencies over time. The extent to which one currency is effective as a natural offset of another currency fluctuates over time. In addition, some foreign currency exposures have little to no mitigating natural offsets available.

We consider our investments in our foreign operations to be denominated in relatively stable currencies and of a long-term nature. We partially mitigate the exposure of our investments in foreign operations by denominating a portion

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of our debt in our subsidiaries’ and investments’ functional currencies and designating it as a hedge of these subsidiaries and investments. We designated debt as a hedge of our net investments in Pullmantur and TUI Cruises for €139.4 million , or approximately $168.7 million , through December 31, 2014 . As of December 31, 2015, no debt was designated as a hedge of our net investments in Pullmantur and TUI Cruises. Furthermore, at December 31, 2015 , we maintained foreign currency forward contracts and designated them as hedges of a portion of our net investment in TUI Cruises of €302.0 million or approximately $328.3 million , based on the exchange rate at December 31, 2015 . These forward currency contracts mature in April 2016 and their estimated fair value was an asset of $86.1 million as of December 31, 2015 . Accordingly, we have included approximately $104.5 million and $45.0 million of foreign-currency transaction losses and of changes in the fair value of derivatives in the foreign currency translation adjustment component of Accumulated other comprehensive loss at December 31, 2015 and December 31, 2014 , respectively.

Lastly, on a regular basis, we enter into foreign currency forward contracts and, from time to time, we utilize cross-currency swap agreements to minimize the volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than our functional currency or the functional currencies of our foreign subsidiaries. During 2015 , we maintained an average of approximately $514.4 million of these foreign currency forward contracts. These instruments are not designated as hedging instruments. In 2015 , 2014 and 2013 changes in the fair value of the foreign currency forward contracts were losses of approximately $55.5 million , $48.6 million and $19.3 million , respectively, which offset gains arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of $34.6 million , $49.5 million and $13.4 million , respectively. These changes were recognized in earnings within Other income (expense) in our consolidated statements of comprehensive income (loss).

Fuel Price Risk

Our exposure to market risk for changes in fuel prices relates primarily to the consumption of fuel on our ships. Fuel cost (net of the financial impact of fuel swap agreements), as a percentage of our total revenues, was approximately 9.6% in 2015 , 11.7% in 2014 and 11.6% in 2013 . We use fuel swap agreements to mitigate the financial impact of fluctuations in fuel prices.

As of December 31, 2015 , we had fuel swap agreements to pay fixed prices for fuel with an aggregate notional amount of approximately $1.3 billion , maturing through 2019 . The fuel swap agreements represented 65% of our projected 2016 fuel requirements, 59% of our projected 2017 fuel requirements, 40% of our projected 2018 fuel requirements and 15% of our projected 2019 fuel requirements. These fuel swap agreements are accounted for as cash flow hedges. The estimated fair value of these contracts at December 31, 2015 was estimated to be a liability of $632.5 million . We estimate that a hypothetical 10% increase in our weighted-average fuel price from that experienced during the year ended December 31, 2015 would increase our forecasted 2016 fuel cost by approximately $12.0 million , net of the impact of fuel swap agreements.


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Item 8.    Financial Statements and Supplementary Data
Our Consolidated Financial Statements and Quarterly Selected Financial Data are included beginning on page F-1 of this report.
Item 9.    Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None.

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Item 9A.    Controls and Procedures
Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chairman and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this report. Based upon such evaluation, our Chairman and Chief Executive Officer and Chief Financial Officer concluded that those controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chairman and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management, with the participation of our Chairman and Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2015 . The effectiveness of our internal control over financial reporting as of December 31, 2015 has been audited by PricewaterhouseCoopers LLP, the independent registered certified public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, as stated in its report, which is included herein on page F-2.
Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.
Item 9B.    Other Information
None.

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PART III
Items 10, 11, 12, 13 and 14. Directors, Executive Officers and Corporate Governance, Executive Compensation, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Certain Relationships and Related Transactions, and Director Independence and Principal Accountant Fees and Services .
Except for information concerning executive officers (called for by Item 401(b) of Regulation S-K), which is included in Part I of this Annual Report on Form 10-K, the information required by Items 10, 11, 12, 13 and 14 is incorporated herein by reference to the Royal Caribbean Cruises Ltd. definitive proxy statement (the "Proxy Statement") to be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year. Please refer to the following sections in the Proxy Statement for more information regarding our corporate governance: " Corporate Governance "; " Proposal 1—Election of Directors "; and " Certain Relationships and Related Party Transactions ". Copies of the Proxy Statement will become available when filed through our Investor Relations website at www.rclinvestor.com (please see "Financial Reports" under "Financial Information"); by contacting our Investor Relations department at 1050 Caribbean Way, Miami, Florida 33132—telephone (305) 982-2625; or by visiting the SEC's website at www.sec.gov.
We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our executive officers, and our directors. This document is posted on our website at www.rclinvestor.com. None of the websites referenced in this Annual Report on Form 10-K or the information contained therein is incorporated herein by reference.

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PART IV
Item 15.    Exhibits and Financial Statement Schedules
(a)(1)  Financial Statements
Our Consolidated Financial Statements have been prepared in accordance with Item 8. Financial Statements and Supplementary Data and are included beginning on page F-1 of this report.
(2)
Financial Statement Schedules
None.
(3)
Exhibits
The exhibits listed on the accompanying Index to Exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K and such Index to Exhibits is hereby incorporated herein by reference.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ROYAL CARIBBEAN CRUISES LTD.
(Registrant)
By:
/s/ JASON T. LIBERTY
 
Jason T. Liberty  Chief Financial Officer
(Principal Financial Officer and duly authorized signatory)

February 22, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 22, 2016 .

/s/ RICHARD D. FAIN
Richard D. Fain
 Director, Chairman and Chief Executive Officer
(Principal Executive Officer)
 
/s/ JASON T. LIBERTY
Jason T. Liberty
 Chief Financial Officer
(Principal Financial Officer)
 
/s/ HENRY L. PUJOL
Henry L. Pujol
 Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
 
*
John F. Brock
Director
 
*
William L. Kimsey
  Director
 
*
Maritza Montiel
Director
 
*
Ann S. Moore
  Director
 
*
Eyal M. Ofer
  Director
 
*
Thomas J. Pritzker
  Director
 
*
William K. Reilly
  Director
 
*
Bernt Reitan
  Director
 
*
Vagn O. Sørensen
  Director
 
*
Donald Thompson
  Director
 
*
Arne Alexander Wilhelmsen
  Director
*By:
/s/ JASON T. LIBERTY
 
Jason T. Liberty, as Attorney-in-Fact


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INDEX TO EXHIBITS
Exhibits 10.14 through 10.43 represent management compensatory plans or arrangements.
 
 
 
 
Incorporated By Reference
Exhibit Number
 
Exhibit Description
 
Form
 
Exhibit
 
Filing Date/ Period End Date
3.1
 
Restated Articles of Incorporation of the Company, as amended (composite)
 
S-3
 
3.1
 
3/23/2009
3.2
 
Amended and Restated By-Laws of the Company
 
8-K
 
3.1
 
9/11/2013
4.1
 
Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York Trust Company, N.A., successor to NationsBank of Georgia, National Association, as Trustee
 
20-F
 
2.4
 
12/31/1994
4.2
 
Sixth Supplemental Indenture dated as of October 14, 1997 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee
 
20-F
 
2.1
 
12/31/1997
4.3
 
Eighth Supplemental Indenture dated as of March 16, 1998 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee
 
20-F
 
2.1
 
12/31/1997
4.4
 
Fifteenth Supplemental Indenture dated as of June 12, 2006 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee
 
10-K
 
4.1
 
12/31/2006
4.5
 
Form of Indenture dated as of July 31, 2006 between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee
 
S-3
 
4.1
 
7/31/2006
4.6
 
Second Supplemental Indenture dated as of November 7, 2012 between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee
 
8-K
 
4.1
 
11/7/2012
10.1
 
Amended and Restated Registration Rights Agreement dated as of July 30, 1997 among the Company, A. Wilhelmsen AS., Cruise Associates, Monument Capital Corporation, Archinav Holdings, Ltd. and Overseas Cruiseship, Inc.
 
20-F
 
2.20
 
12/31/1997
10.2
 
Amendment to the Amended and Restated Credit Agreement, dated as of June 15, 2015, among the Company, The Bank of Nova Scotia, as administrative agent for the lender parties and the lender parties
 
8-K
 
10.1
 
6/19/2015
10.2
 
Assignment and Amendment to the Credit Agreement, dated as of August 23, 2013, among the Company, Nordea Bank Finland plc, New York Branch, as administrative agent for the lender parties and the lender parties (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 26, 2013)
 
8-K
 
10.1
 
8/26/2013
10.3
 
Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of July 10, 2015, among the Company Nordea Bank Finland Plc, New York Branch, as administrative agent for the lender parties and the lender parties
 
10-Q
 
10.2
 
6/30/2015
10.4
 
Amendment No. 1 to Amended and Restated Credit Agreement dated February 5, 2016 among the Company, the various financial institutions as are parties to the Credit Agreement and BNP PARIBAS FORTIS S.A./N.V., as administrative agent for the lenders*
 
 
 
 
 
 
10.5
 
Amendment No. 1 to Amended and Restated Credit Agreement dated February 5, 2016 among the Company, the various financial institutions as are parties to the Credit Agreement and SKANDINAVISKA ENSKILDA BANKEN AB, as administrative agent for the lenders*
 
 
 
 
 
 
10.6
 
Amendment to Hull No. S-691 Credit Agreement, dated as of January 19, 2016, among the Company and KFW IPEX-BANK GMBH as Hermes Agent, Administrative Agent and Lender*
 
 
 
 
 
 
10.7
 
Amendment No. 4 to Hull No. S-697 Credit Agreement, dated as of February 2, 2016, between Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW-IPEX-Bank GmbH, as Hermes Agent and Facility Agent*
 
 
 
 
 
 

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Incorporated By Reference
Exhibit Number
 
Exhibit Description
 
Form
 
Exhibit
 
Filing Date/ Period End Date
10.8
 
Amendment No. 4 to Hull No. S-698 Credit Agreement, dated as of February 3, 2016, between Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW-IPEX-Bank GmbH, as Hermes Agent and Facility Agent*
 
 
 
 
 
 
10.9
 
Hull No. S-699 Credit Agreement, dated as of November 27, 2013, between Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW-IPEX-Bank GmbH, as Hermes Agent and Facility Agent
 
8-K
 
10.1
 
12/3/2013
10.10
 
Amendment and Restatement Agreement dated as of January 15, 2016 in respect of a Facility Agreement dated as of July 9, 2013 between the Company, the Lenders from time to time party thereto, Société Générale, as Facility Agent and Mandated Lead Arranger, BNP Paribas, as Documentation Bank and Mandated Lead Arranger, and HSBC France, as Mandated Lead Arranger*
 
 
 
 
 
 
10.11
 
Novation Agreement, dated as of January 30, 2015, between Frosaitomi Finance Ltd. the Company, Citibank International Limited, Citicorp Trustee Company Limited, Citibank N.A., London Branch and the banks and financial institutions as a lender parties thereto
 
8-K
 
10.1
 
2/5/2015
10.12
 
Hull No. S-700 Credit Agreement, dated as of November 13, 2015, among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger.
 
8-K
 
10.1
 
11/19/2015
10.13
 
Hull No. S-713 Credit Agreement, dated as of November 13, 2015, among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger.
 
8-K
 
10.2
 
11/19/2015
10.14
 
Royal Caribbean Cruises Ltd. 2000 Stock Award Plan
 
8-K
 
10.1
 
12/8/2005
10.15
 
Amendment No. 1 to 2000 Stock Award Plan
 
8-K
 
10.1
 
9/22/2006
10.16
 
Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan
 
10-Q
 
10.1
 
9/30/2014
10.17
 
Form of 2008 Equity Incentive Plan Stock Option Award Agreement—Incentive Options
 
10-Q
 
10.3
 
9/30/2008
10.18
 
Form of 2008 Equity Incentive Plan Stock Option Award Agreement—Nonqualified Options
 
10-Q
 
10.4
 
9/30/2008
10.19
 
Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement for grants made in 2012, 2013 and December 2014
 
10-Q
 
10.5
 
9/30/2008
10.20
 
Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement for grants made in February 2014, 2015 and 2016
 
10-K
 
10.23
 
12/31/2013
10.21
 
Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement—Director Grants
 
10-K
 
10.31
 
12/31/2010
10.22
 
Form of 2008 Equity Incentive Plan Performance Share Agreement for grants made in 2013
 
8-K
 
10.1
 
2/22/2012
10.23
 
Form of 2008 Equity Incentive Plan Performance Share Agreement for grants made in February 2014
 
10-K
 
10.23
 
12/31/2013
10.24
 
Form of 2008 Equity Incentive Plan Performance Share Agreement for grants made in December 2014
 
10-K
 
10.26
 
12/31/2014
10.25
 
Form of 2008 Equity Incentive Plan Performance Share Agreement for grants made in 2015 and 2016
 
10-K
 
10.27
 
12/31/2014
10.26
 
Form of 2008 Equity Incentive Plan Performance-Based Restricted Shares Agreement*
 
 
 
 
 
 
10.27
 
Employment Agreement dated December 31, 2012 between the Company and Richard D. Fain
 
10-K
 
10.22
 
12/31/2012
10.28
 
Employment Agreement dated December 31, 2012 between the Company and Adam M. Goldstein
 
10-K
 
10.23
 
12/31/2012

72

Table of Contents

 
 
 
 
Incorporated By Reference
Exhibit Number
 
Exhibit Description
 
Form
 
Exhibit
 
Filing Date/ Period End Date
10.29
 
Employment Agreement dated December 31, 2012 between the Company and Harri U. Kulovaara
 
10-K
 
10.26
 
12/31/2012
10.30
 
Employment Agreement dated May 20, 2013 between the Company and Jason T. Liberty
 
10-Q
 
10.2
 
6/30/2013
10.31
 
Employment Agreement dated July 16, 2015 between the Company and Michael W. Bayley
 
10-Q
 
10.3
 
6/30/2015
10.32
 
Form of First Amendment to Employment Agreement dated as of February 6, 2015 (entered into between the Company and each of Messrs. Fain, Goldstein, Kulovaara and Liberty)
 
10-K
 
10.33
 
12/31/2014
10.33
 
Royal Caribbean Cruises Ltd. Executive Short-Term Bonus Plan
 
10-Q
 
10.4
 
6/30/2015
10.34
 
— Royal Caribbean Cruises Ltd. et. al. Non Qualified Deferred Compensation Plan,
 
8-K
 
10.2
 
12/8/2005
10.35
 
Amendment to Royal Caribbean Cruises Ltd. et. al. Non Qualified Deferred Compensation Plan
 
10-K
 
10.29
 
12/31/2006
10.36
 
Amendment to Royal Caribbean Cruises Ltd. et. al. Non Qualified Deferred Compensation Plan
 
10-K
 
10.28
 
12/31/2007
10.37
 
Amendment to Royal Caribbean Cruises Ltd. et. al. Non Qualified Deferred Compensation Plan
 
10-K
 
10.29
 
12/31/2007
10.38
 
Amendment to Royal Caribbean Cruises Ltd. et. al. Non Qualified Deferred Compensation Plan
 
10-K
 
10.36
 
12/31/2008
10.39
 
Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan
 
8-K
 
10.3
 
12/8/2005
10.40
 
Amendment to Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan
 
10-K
 
10.31
 
12/31/2006
10.41
 
Amendment to Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan
 
10-K
 
10.31
 
12/31/2007
10.42
 
Amendment to Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan
 
10-Q
 
10.1
 
9/30/2008
10.43
 
Amendment to Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan
 
10-K
 
10.38
 
12/31/2008
10.44
 
Summary of Royal Caribbean Cruises Ltd. Board of Directors Compensation.
 
10-K
 
10.37
 
12/31/2014
10.43
 
Cruise Policy for Members of the Board of Directors of the Company
 
10-K
 
10.35
 
12/31/2013
12.1
 
Statement regarding computation of fixed charge coverage ratio*
 
 
 
 
 
 
21.1
 
List of Subsidiaries*
 
 
 
 
 
 
23.1
 
Consent of PricewaterhouseCoopers LLP, an independent registered certified public accounting firm*
 
 
 
 
 
 
23.2
 
Consent of Drinker Biddle & Reath LLP*
 
 
 
 
 
 
24.1
 
Power of Attorney*
 
 
 
 
 
 
31.1
 
Certification of Richard D. Fain required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934*
 
 
 
 
 
 
31.2
 
Certification of Jason T. Liberty required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934*
 
 
 
 
 
 
32.1
 
Certification of Richard D. Fain and Jason T. Liberty pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code**
 
 
 
 
 
 
___________________________________
*
Filed herewith
**
Furnished herewith
Interactive Data File

73

Table of Contents

101
—The following financial statements from Royal Caribbean Cruises Ltd.'s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC on February 19, 2016, formatted in XBRL, as follows:
 
(i)
the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013;
 
(ii)
the Consolidated Balance Sheets at December 31, 2015 and 2014;
 
(iii)
the Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013;
 
(iv)
the Consolidated Statements of Shareholders' Equity for the years ended December 31, 2015, 2014 and 2013; and
 
(v)
the Notes to the Consolidated Financial Statements, tagged in summary and detail.

74

Table of Contents

ROYAL CARIBBEAN CRUISES LTD.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
Page

F-1

Table of Contents

Report of Independent Registered Certified Public Accounting Firm
To the Board of Directors and Shareholders
of Royal Caribbean Cruises Ltd.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of comprehensive income (loss), cash flows and shareholders' equity present fairly, in all material respects, the financial position of Royal Caribbean Cruises Ltd. and its subsidiaries at December 31, 2015 and 2014 , and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Miami, Florida
February 22, 2016

F-2

Table of Contents

ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
Year Ended December 31,
 
2015
 
2014
 
2013
 
(in thousands, except per share data)
Passenger ticket revenues
$
6,058,821

 
$
5,893,847

 
$
5,722,718

Onboard and other revenues
2,240,253

 
2,180,008

 
2,237,176

Total revenues
8,299,074

 
8,073,855

 
7,959,894

Cruise operating expenses:
 
 
 
 
 
Commissions, transportation and other
1,400,778

 
1,372,785

 
1,314,595

Onboard and other
553,104

 
582,750

 
568,615

Payroll and related
861,775

 
847,641

 
841,737

Food
480,009

 
478,130

 
469,653

Fuel
795,801

 
947,391

 
924,414

Other operating
1,007,926

 
1,077,584

 
1,186,256

Total cruise operating expenses
5,099,393

 
5,306,281

 
5,305,270

Marketing, selling and administrative expenses
1,086,504

 
1,048,952

 
1,044,819

Depreciation and amortization expenses
827,008

 
772,445

 
754,711

Impairment of Pullmantur related assets
411,267

 

 

Restructuring and related impairment charges

 
4,318

 
56,946

 
7,424,172

 
7,131,996

 
7,161,746

Operating Income
874,902

 
941,859

 
798,148

Other income (expense):
 
 
 
 
 
Interest income
12,025

 
10,344

 
13,898

Interest expense, net of interest capitalized
(277,725
)
 
(258,299
)
 
(332,422
)
Extinguishment of unsecured senior notes

 

 
(4,206
)
Other income (expense) (including $12.0 million net deferred tax benefit related to impairments in 2015 and $33.5 million deferred tax benefit related to the reversal of a valuation allowance in 2014)
56,581

 
70,242

 
(1,726
)
 
(209,119
)
 
(177,713
)
 
(324,456
)
Net Income
$
665,783

 
$
764,146

 
$
473,692

Basic Earnings per Share:
 
 
 
 
 
Net income
$
3.03

 
$
3.45

 
$
2.16

Diluted Earnings per Share:
 
 
 
 
 
Net income
$
3.02

 
$
3.43

 
$
2.14

Comprehensive Income (Loss)
 
 
 
 
 
Net Income
$
665,783

 
$
764,146

 
$
473,692

Other comprehensive (loss) income:
 
 
 
 
 
Foreign currency translation adjustments
(30,152
)
 
(26,102
)
 
1,529

Change in defined benefit plans
4,760

 
(7,213
)
 
10,829

(Loss) gain on cash flow derivative hedges
(406,047
)
 
(869,350
)
 
127,829

Total other comprehensive (loss) income
(431,439
)
 
(902,665
)
 
140,187

Comprehensive Income (Loss)
$
234,344

 
$
(138,519
)
 
$
613,879


The accompanying notes are an integral part of these consolidated financial statements.
F-3

Table of Contents

ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED BALANCE SHEETS
 
As of December 31,
 
2015
 
2014
 
(in thousands, except share data)
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
121,565

 
$
189,241

Trade and other receivables, net
238,972

 
261,392

Inventories
121,332

 
123,490

Prepaid expenses and other assets
220,579

 
226,960

Derivative financial instruments
134,574

 

Total current assets
837,022

 
801,083

Property and equipment, net
18,777,778

 
18,193,627

Goodwill
286,764

 
420,542

Other assets
1,020,291

 
1,297,938

 
$
20,921,855

 
$
20,713,190

Liabilities and Shareholders' Equity
 
 
 
Current liabilities
 
 
 
Current portion of long-term debt
$
899,677

 
$
799,630

Accounts payable
302,072

 
331,505

Accrued interest
38,325

 
49,074

Accrued expenses and other liabilities
658,601

 
635,138

Derivative financial instruments
651,866

 
266,986

Customer deposits
1,742,286

 
1,766,914

Total current liabilities
4,292,827

 
3,849,247

Long-term debt
7,767,378

 
7,644,318

Other long-term liabilities
798,611

 
935,266

Commitments and contingencies (Note 15)

 

Shareholders' equity
 
 
 
Preferred stock ($0.01 par value; 20,000,000 shares authorized; none outstanding)

 

Common stock ($0.01 par value; 500,000,000 shares authorized; 233,905,166 and 233,106,019 shares issued, December 31, 2015 and December 31, 2014, respectively)
2,339

 
2,331

Paid-in capital
3,297,619

 
3,253,552

Retained earnings
6,944,862

 
6,575,248

Accumulated other comprehensive loss
(1,328,433
)
 
(896,994
)
Treasury stock (15,911,971 and 13,808,683 common shares at cost, December 31, 2015 and December 31, 2014, respectively)
(853,348
)
 
(649,778
)
Total shareholders' equity
8,063,039

 
8,284,359

 
$
20,921,855

 
$
20,713,190


The accompanying notes are an integral part of these consolidated financial statements.
F-4

Table of Contents

ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Year Ended December 31,
 
2015
 
2014
 
2013
 
(in thousands)
Operating Activities
 
 
 
 
 
Net income
$
665,783

 
$
764,146

 
$
473,692

Adjustments:
 
 
 
 
 
Depreciation and amortization
827,008

 
772,445

 
754,711

Impairment of Pullmantur related assets
411,267

 

 

Restructuring related impairments

 

 
33,514

Net deferred income tax (benefit) expense
(10,001
)
 
(41,003
)
 
1,481

Loss on sale of property and equipment

 
17,401

 

Loss on derivative instruments not designated as hedges
59,162

 
48,637

 
19,287

Loss on extinguishment of unsecured senior notes

 

 
4,206

Changes in operating assets and liabilities:
 
 
 
 
 
Decrease in trade and other receivables, net
63,102

 
100,095

 
95,401

Decrease (increase) in inventories
1,197

 
26,254

 
(4,321
)
Decrease (increase) in prepaid expenses and other assets
14,905

 
41,077

 
(22,657
)
(Decrease) increase in accounts payable
(25,278
)
 
(40,651
)
 
18,957

Decrease in accrued interest
(10,749
)
 
(53,951
)
 
(3,341
)
Increase (decrease) in accrued expenses and other liabilities
41,754

 
70,565

 
(6,714
)
(Decrease) increase in customer deposits
(92,849
)
 
14,885

 
37,077

Dividends received from unconsolidated affiliates
33,338

 
5,814

 
5,093

Other, net
(32,273
)
 
18,045

 
5,682

Net cash provided by operating activities
1,946,366

 
1,743,759

 
1,412,068

Investing Activities
 
 
 
 
 
Purchases of property and equipment
(1,613,340
)
 
(1,811,398
)
 
(763,777
)
Cash paid on settlement of derivative financial instruments
(178,597
)
 
(68,098
)
 
(17,338
)
Investments in and loans to unconsolidated affiliates
(56,163
)
 
(188,595
)
 
(70,626
)
Cash received on loans to unconsolidated affiliates
124,253

 
76,167

 
23,372

Proceeds from sale of property and equipment

 
220,000

 

Other, net
(19,128
)
 
1,546

 
3,831

Net cash used in investing activities
(1,742,975
)
 
(1,770,378
)
 
(824,538
)
Financing Activities
 
 
 
 
 
Debt proceeds
4,399,501

 
4,153,958

 
2,449,464

Debt issuance costs
(68,020
)
 
(72,974
)
 
(57,622
)
Repayments of debt
(4,118,553
)
 
(3,724,218
)
 
(2,856,481
)
Purchase of treasury stock
(200,000
)
 
(236,074
)
 

Dividends paid
(280,212
)
 
(198,952
)
 
(143,629
)
Proceeds from exercise of common stock options
11,252

 
70,879

 
30,125

Cash received on settlement of derivative financial instruments

 
22,835

 

Other, net
2,520

 
2,026

 
1,517

Net cash (used in) provided by financing activities
(253,512
)
 
17,480

 
(576,626
)
Effect of exchange rate changes on cash
(17,555
)
 
(6,307
)
 
(1,072
)
Net (decrease) increase in cash and cash equivalents
(67,676
)
 
(15,446
)
 
9,832


The accompanying notes are an integral part of these consolidated financial statements.
F-5

Table of Contents

Cash and cash equivalents at beginning of year
189,241

 
204,687

 
194,855

Cash and cash equivalents at end of year
$
121,565

 
$
189,241

 
$
204,687

Supplemental Disclosures
 
 
 
 
 
Cash paid during the year for:
 
 
 
 
 
Interest, net of amount capitalized
$
248,611

 
$
276,933

 
$
319,476


 
 
 
 
 
Non-Cash Investing Activities
 
 
 
 
 
  Purchase of property and equipment through asset trade-in
$

 
$

 
$
46,375


The accompanying notes are an integral part of these consolidated financial statements.
F-6

Table of Contents

ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
 
Common Stock
 
Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
Treasury Stock
 
Total Shareholders' Equity
 
(in thousands)
Balances at January 1, 2013
$
2,291

 
$
3,109,887

 
$
5,744,791

 
$
(134,516
)
 
$
(413,704
)
 
$
8,308,749

Issuance under employee related plans
17

 
49,151

 

 

 

 
49,168

Common Stock dividends

 

 
(162,727
)
 

 

 
(162,727
)
Dividends declared by Pullmantur Air, S.A. (1)

 

 
(804
)
 

 

 
(804
)
Changes related to cash flow derivative hedges

 

 

 
127,829

 

 
127,829

Change in defined benefit plans

 

 

 
10,829

 

 
10,829

Foreign currency translation adjustments

 

 

 
1,529

 

 
1,529

Net income

 

 
473,692

 

 

 
473,692

Balances at December 31, 2013
2,308

 
3,159,038

 
6,054,952

 
5,671

 
(413,704
)
 
8,808,265

Issuance under employee related plans
23

 
94,514

 

 

 

 
94,537

Common Stock dividends

 

 
(243,550
)
 

 

 
(243,550
)
Dividends declared by non-controlling interest (2)

 

 
(300
)
 

 

 
(300
)
Changes related to cash flow derivative hedges

 

 

 
(869,350
)
 

 
(869,350
)
Change in defined benefit plans

 

 

 
(7,213
)
 

 
(7,213
)
Foreign currency translation adjustments

 

 

 
(26,102
)
 

 
(26,102
)
Purchases of Treasury Stock

 

 

 

 
(236,074
)
 
(236,074
)
Net income

 

 
764,146

 

 

 
764,146

Balances at December 31, 2014
2,331

 
3,253,552

 
6,575,248

 
(896,994
)
 
(649,778
)
 
8,284,359

Issuance under employee related plans
8

 
40,497

 

 

 

 
40,505

Common Stock dividends

 

 
(296,169
)
 

 

 
(296,169
)
Changes related to cash flow derivative hedges

 

 

 
(406,047
)
 

 
(406,047
)
Change in defined benefit plans

 

 

 
4,760

 

 
4,760

Foreign currency translation adjustments

 

 

 
(30,152
)
 

 
(30,152
)
Purchases of Treasury Stock

 
3,570

 

 

 
(203,570
)
 
(200,000
)
Net income

 

 
665,783

 

 

 
665,783

Balances at December 31, 2015
$
2,339

 
$
3,297,619

 
$
6,944,862

 
$
(1,328,433
)
 
$
(853,348
)
 
$
8,063,039

___________________________________
(1)
Dividends declared by Pullmantur Air, S.A. to its non-controlling shareholder.
(2)
Dividends declared by Falmouth Land Company Limited to its non-controlling shareholder.

The following table summarizes activity in accumulated other comprehensive income (loss) related to derivatives designated as cash flow hedges (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Accumulated net (loss) gain on cash flow derivative hedges at beginning of year
$
(826,026
)
 
$
43,324

 
$
(84,505
)
Net (loss) gain on cash flow derivative hedges
(697,671
)
 
(919,094
)
 
188,073

Net loss (gain) reclassified into earnings
291,624

 
49,744

 
(60,244
)
Accumulated net (loss) gain on cash flow derivative hedges at end of year
$
(1,232,073
)
 
$
(826,026
)
 
$
43,324


The accompanying notes are an integral part of these consolidated financial statements.
F-7

Table of Contents

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1. General
Description of Business
We are a global cruise company. We own Royal Caribbean International, Celebrity Cruises, Pullmantur, Azamara Club Cruises, CDF Croisières de France and a 50% joint venture interest in TUI Cruises. Together, these six brands operate a combined 44 ships as of December 31, 2015 . Our ships operate on a selection of worldwide itineraries that call on approximately 490 destinations on all seven continents.
Basis for Preparation of Consolidated Financial Statements
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Estimates are required for the preparation of financial statements in accordance with these principles. Actual results could differ from these estimates. Refer to Note 2. Summary of Significant Accounting Policies for a discussion of our significant accounting policies.
All significant intercompany accounts and transactions are eliminated in consolidation. We consolidate entities over which we have control, usually evidenced by a direct ownership interest of greater than 50% , and variable interest entities where we are determined to be the primary beneficiary. Refer to Note 6. Other Assets for further information regarding our variable interest entities. For affiliates we do not control but over which we have significant influence on financial and operating policies, usually evidenced by a direct ownership interest from 20% to 50% , the investment is accounted for using the equity method. We consolidate the operating results of Pullmantur and CDF Croisières de France on a two-month lag to allow for more timely preparation of our consolidated financial statements. No material events or transactions affecting Pullmantur or CDF Croisières de France have occurred during the two -month lag period of November and December 2015 that would require disclosure or adjustment to our consolidated financial statements as of December 31, 2015 .
Note 2. Summary of Significant Accounting Policies
Revenues and Expenses
Deposits received on sales of passenger cruises are initially recorded as customer deposit liabilities on our balance sheet. Customer deposits are subsequently recognized as passenger ticket revenues, together with revenues from onboard and other goods and services and all associated cruise operating expenses of a voyage.

Historically, we recognized revenues and cruise operating expenses for our shorter voyages (voyages of ten days or less) upon voyage completion while we recognized revenues and cruise operating expenses for voyages in excess of ten days on a pro-rata basis. We followed this completed voyage recognition approach on our shorter voyages because the difference between prorating revenue from such voyages and recognizing such revenue at the completion of the voyage was immaterial to our consolidated financial statements. As of September 30, 2014, we changed our methodology and recognized passenger ticket revenues, revenues from onboard and other goods and services and all associated cruise operating expenses for all of our uncompleted voyages on a pro-rata basis. We believe that recognizing revenues and cruise operating expenses on a pro-rata basis for all voyages is preferable as revenues and expenses are recorded in the period in which the revenue generating activities are performed.

The effect of this change was an increase to Passenger ticket revenues and Onboard and other revenues , as well as an increase to our Cruise operating expenses . The change was not individually material to our revenues or any of our cruise operating expenses, and resulted in an aggregate increase to operating income and net income of $53.2 million for the year ended December 31, 2014. In addition, the change has not been retrospectively applied to prior periods, as the impact of prorating all voyages was immaterial to the respective periods presented.

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Revenues and expenses include port costs that vary with guest head counts. The amounts of such port costs included in Passenger ticket revenues on a gross basis were $561.1 million , $546.6 million and $494.2 million for the years 2015 , 2014 and 2013 , respectively.
Cash and Cash Equivalents
Cash and cash equivalents include cash and marketable securities with original maturities of less than 90 days.
Inventories
Inventories consist of provisions, supplies and fuel carried at the lower of cost (weighted-average) or market.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and amortization. We capitalize interest as part of the cost of acquiring certain assets. Improvement costs that we believe add value to our ships are capitalized as additions to the ship and depreciated over the shorter of the improvements' estimated useful lives or that of the associated ship. The estimated cost and accumulated depreciation of replaced or refurbished ship components are written off and any resulting losses are recognized in Cruise operating expenses . Liquidated damages received from shipyards as a result of the late delivery of a new ship are recorded as reductions to the cost basis of the ship.
Depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the asset. The useful lives of our ships are generally 30 years , net of a 15% projected residual value. The 30-year useful life of our newly constructed ships and 15% associated residual value are both based on the weighted-average of all major components of a ship. Our useful life and residual value estimates take into consideration the impact of anticipated technological changes, long-term cruise and vacation market conditions and historical useful lives of similarly-built ships. In addition, we take into consideration our estimates of the weighted-average useful lives of the ships' major component systems, such as hull, superstructure, main electric, engines and cabins. Depreciation for assets under capital leases is computed using the shorter of the lease term or related asset life.
Depreciation of property and equipment is computed utilizing the following useful lives:
 
Years
Ships
generally 30
Ship improvements
3-20
Buildings and improvements
10-40
Computer hardware and software
3-5
Transportation equipment and other
3-30
Leasehold improvements
Shorter of remaining lease term or useful life 3-30
We review long-lived assets for impairment whenever events or changes in circumstances indicate, based on estimated undiscounted future cash flows, that the carrying amount of these assets may not be fully recoverable. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The lowest level for which we maintain identifiable cash flows that are independent of the cash flows of other assets and liabilities is at the ship level for our ships and at the aggregated asset group level for our aircraft. If estimated future cash flows are less than the carrying value of an asset, an impairment charge is recognized to the extent its carrying value exceeds fair value.
We use the deferral method to account for drydocking costs. Under the deferral method, drydocking costs incurred are deferred and charged to expense on a straight-line basis over the period to the next scheduled drydock, which we estimate to be a period of thirty to sixty months based on the vessel's age as required by Class. Deferred drydock costs consist of the costs to drydock the vessel and other costs incurred in connection with the drydock which are necessary to maintain the vessel's Class certification. Class certification is necessary in order for our cruise ships to be flagged

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in a specific country, obtain liability insurance and legally operate as passenger cruise ships. The activities associated with those drydocking costs cannot be performed while the vessel is in service and, as such, are done during a drydock as a planned major maintenance activity. The significant deferred drydock costs consist of hauling and wharfage services provided by the drydock facility, hull inspection and related activities (e.g., scraping, pressure cleaning, bottom painting), maintenance to steering propulsion, thruster equipment and ballast tanks, port services such as tugs, pilotage and line handling, and freight associated with these items. We perform a detailed analysis of the various activities performed for each drydock and only defer those costs that are directly related to planned major maintenance activities necessary to maintain Class. The costs deferred are not otherwise routinely periodically performed to maintain a vessel's designed and intended operating capability. Repairs and maintenance activities are charged to expense as incurred.
Goodwill
Goodwill represents the excess of cost over the fair value of net tangible and identifiable intangible assets acquired. We review goodwill for impairment at the reporting unit level annually or, when events or circumstances dictate, more frequently. The impairment review for goodwill consists of a qualitative assessment of whether it is more-likely-than-not that a reporting unit's fair value is less than its carrying amount, and if necessary, a two-step goodwill impairment test. Factors to consider when performing the qualitative assessment include general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates. If the qualitative assessment demonstrates that it is more-likely-than-not that the estimated fair value of the reporting unit exceeds its carrying value, it is not necessary to perform the two-step goodwill impairment test. We may elect to bypass the qualitative assessment and proceed directly to step one, for any reporting unit, in any period. On a periodic basis, we elect to bypass the qualitative assessment and proceed to step one to corroborate the results of recent years' qualitative assessments. We can resume the qualitative assessment for any reporting unit in any subsequent period. When performing the two-step goodwill impairment test, the fair value of the reporting unit is determined and compared to the carrying value of the net assets allocated to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, no further analysis or write-down of goodwill is required. If the fair value of the reporting unit is less than the carrying value of its net assets, the implied fair value of the reporting unit is allocated to all its underlying assets and liabilities, including both recognized and unrecognized tangible and intangible assets, based on their fair value. If necessary, goodwill is then written down to its implied fair value.
Intangible Assets
In connection with our acquisitions, we have acquired certain intangible assets to which value has been assigned based on our estimates. Intangible assets that are deemed to have an indefinite life are not amortized, but are subject to an annual impairment test, or when events or circumstances dictate, more frequently. The indefinite-life intangible asset impairment test consists of a comparison of the fair value of the indefinite-life intangible asset with its carrying amount. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. If the fair value exceeds its carrying amount, the indefinite-life intangible asset is not considered impaired.
Other intangible assets assigned finite useful lives are amortized on a straight-line basis over their estimated useful lives.
Contingencies —Litigation
On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of such actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made. In assessing probable losses, we take into consideration estimates of the amount of insurance recoveries, if any, which are recorded as assets when recoverability is probable. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recoveries, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made.

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Advertising Costs
Advertising costs are expensed as incurred except those costs which result in tangible assets, such as brochures, which are treated as prepaid expenses and charged to expense as consumed. Advertising costs consist of media advertising as well as brochure, production and direct mail costs.
Media advertising was $242.8 million , $205.2 million and $205.8 million , and brochure, production and direct mail costs were $127.1 million , $136.7 million and $137.1 million for the years 2015 , 2014 and 2013 , respectively.
Derivative Instruments
We enter into various forward, swap and option contracts to manage our interest rate exposure and to limit our exposure to fluctuations in foreign currency exchange rates and fuel prices. These instruments are recorded on the balance sheet at their fair value and the vast majority are designated as hedges. We also use non-derivative financial instruments designated as hedges of our net investment in our foreign operations and investments. Although certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, we do not hold or issue derivative financial instruments for trading or other speculative purposes.
At inception of the hedge relationship, a derivative instrument that hedges the exposure to changes in the fair value of a firm commitment or a recognized asset or liability is designated as a fair value hedge. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability is designated as a cash flow hedge.
Changes in the fair value of derivatives that are designated as fair value hedges are offset against changes in the fair value of the underlying hedged assets, liabilities or firm commitments. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are recognized in earnings. The foreign currency transaction gain or loss of our non-derivative financial instruments designated as hedges of our net investment in foreign operations and investments are recognized as a component of Accumulated other comprehensive loss along with the associated foreign currency translation adjustment of the foreign operation.
On an ongoing basis, we assess whether derivatives used in hedging transactions are "highly effective" in offsetting changes in the fair value or cash flow of hedged items. We use the long-haul method to assess hedge effectiveness using regression analysis for each hedge relationship under our interest rate, foreign currency and fuel hedging programs. We apply the same methodology on a consistent basis for assessing hedge effectiveness to all hedges within each hedging program (i.e., interest rate, foreign currency and fuel). We perform regression analyses over an observation period of up to three years, utilizing market data relevant to the hedge horizon of each hedge relationship. High effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the changes in the fair values of the derivative instrument and the hedged item. The determination of ineffectiveness is based on the amount of dollar offset between the change in fair value of the derivative instrument and the change in fair value of the hedged item at the end of the reporting period. If it is determined that a derivative is not highly effective as a hedge or hedge accounting is discontinued, any change in fair value of the derivative since the last date at which it was determined to be effective is recognized in earnings. In addition, the ineffective portion of our highly effective hedges is immediately recognized in earnings and reported in Other income (expense) in our consolidated statements of comprehensive income (loss).
Cash flows from derivative instruments that are designated as fair value or cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows subsequent to the date of discontinuance are classified within investing activities. Cash flows from derivative instruments not designated as hedging instruments are classified as investing activities.
We consider the classification of the underlying hedged item’s cash flows in determining the classification for the designated derivative instrument’s cash flows. We classify derivative instrument cash flows from hedges of benchmark interest rate or hedges of fuel expense as operating activities due to the nature of the hedged item. Likewise,

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we classify derivative instrument cash flows from hedges of foreign currency risk on our newbuild ship payments as investing activities and derivative instrument cash flows from hedges of foreign currency risk on debt payments as financing activities.
Foreign Currency Translations and Transactions
We translate assets and liabilities of our foreign subsidiaries whose functional currency is the local currency, at exchange rates in effect at the balance sheet date. We translate revenues and expenses at weighted-average exchange rates for the period. Equity is translated at historical rates and the resulting foreign currency translation adjustments are included as a component of Accumulated other comprehensive loss , which is reflected as a separate component of Shareholders' equity . Exchange gains or losses arising from the remeasurement of monetary assets and liabilities denominated in a currency other than the functional currency of the entity involved are immediately included in our earnings, except for certain liabilities that have been designated to act as a hedge of a net investment in a foreign operation or investment. Exchange gains were $34.6 million , $49.5 million and $13.4 million for the years 2015 , 2014 and 2013 , respectively, and were recorded within Other income (expense) . The majority of our transactions are settled in United States dollars. Gains or losses resulting from transactions denominated in other currencies are recognized in income at each balance sheet date.
Concentrations of Credit Risk
We monitor our credit risk associated with financial and other institutions with which we conduct significant business and, to minimize these risks, we select counterparties with credit risks acceptable to us and we seek to limit our exposure to an individual counterparty. Credit risk, including but not limited to counterparty nonperformance under derivative instruments, our credit facilities and new ship progress payment guarantees, is not considered significant, as we primarily conduct business with large, well-established financial institutions, insurance companies and export credit agencies many of which we have long-term relationships with and which have credit risks acceptable to us or where the credit risk is spread out among a large number of counterparties. As of December 31, 2015, we had counterparty credit risk exposure under our derivative instruments of approximately $4.8 million , which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, all of which are currently our lending banks. As of December 31, 2014, we did not have any exposure under our derivative instruments. We do not anticipate nonperformance by any of our significant counterparties. In addition, we have established guidelines we follow regarding credit ratings and instrument maturities to maintain safety and liquidity. We do not normally require collateral or other security to support credit relationships; however, in certain circumstances this option is available to us.
Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share incorporates the incremental shares issuable upon the assumed exercise of stock options and conversion of potentially dilutive securities.
Stock-Based Employee Compensation
We measure and recognize compensation expense at the estimated fair value of employee stock awards. Compensation expense for awards and the related tax effects are recognized as they vest. We use the estimated amount of expected forfeitures to calculate compensation costs for all outstanding awards.
Segment Reporting
We operate five wholly-owned cruise brands, Royal Caribbean International, Celebrity Cruises, Azamara Club Cruises, Pullmantur and CDF Croisières de France. In addition, we have a 50% investment in a joint venture with TUI AG which operates the brand TUI Cruises. We believe our global brands possess the versatility to enter multiple cruise market segments within the cruise vacation industry. Although each of our brands has its own marketing style as well as ships and crews of various sizes, the nature of the products sold and services delivered by our brands share a common base (i.e., the sale and provision of cruise vacations). Our brands also have similar itineraries as well as similar cost

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and revenue components. In addition, our brands source passengers from similar markets around the world and operate in similar economic environments with a significant degree of commercial overlap. As a result, our brands (including TUI Cruises) have been aggregated as a single reportable segment based on the similarity of their economic characteristics, types of consumers, regulatory environment, maintenance requirements, supporting systems and processes as well as products and services provided. Our Chairman and Chief Executive Officer has been identified as the chief operating decision-maker and all significant operating decisions including the allocation of resources are based upon the analyses of the Company as one segment.
Information by geographic area is shown in the table below. Passenger ticket revenues are attributed to geographic areas based on where the reservation originates.

2015

2014

2013
Passenger ticket revenues:
 

 

 
United States
55%

53%
 
52%
All other countries
45%

47%
 
48%
Recent Accounting Pronouncements
In May 2014, amended GAAP guidance was issued to clarify the principles used to recognize revenue for all entities. The guidance is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not comprehensively addressed in the prior accounting guidance. This guidance must be applied using one of two retrospective application methods. In August 2015, the effective date of this guidance was deferred by one year and will now be effective for our annual reporting period beginning after December 15, 2017, including interim periods therein. Early adoption is permitted for our annual reporting period beginning after December 15, 2016, including interim periods therein. We are currently evaluating the impact, if any, of the adoption of this newly issued guidance to our consolidated financial statements.

In August 2014, GAAP guidance was issued requiring management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. This guidance will be effective for our annual reporting period ending after December 15, 2016 and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements.

In January 2015, amended GAAP guidance was issued changing the requirements for reporting extraordinary and unusual items in the income statement. The update eliminates the concept of extraordinary items. The presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. A reporting entity may apply the amendments prospectively or retrospectively to all periods presented in the financial statements. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements.

In February 2015, amended GAAP guidance was issued affecting current consolidation guidance. The guidance changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance must be applied using one of two retrospective application methods and will be effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in any interim period. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements.

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In April 2015, amended GAAP guidance was issued simplifying the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by these amendments. Additionally, in August 2015, amended GAAP guidance was issued to clarify the presentation of debt issuance costs associated with line-of-credit arrangements. The amendments continue to allow an entity to present debt issuance costs as an asset with subsequent amortization over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This guidance should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The guidance will be effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements, with the exception of reclassifying debt issuance costs from Other assets to be reflected as a reduction of our current and long-term liabilities.

In April 2015, amended GAAP guidance was issued to provide a practical expedient for the measurement date of an employer's defined benefit obligation and plan assets. The guidance provides a practical expedient for entities with a fiscal year-end that does not coincide with a month-end and for contributions or significant events that occur between the month-end date and an entity's fiscal year end. The guidance will be effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Earlier application is permitted. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements.
In April 2015, amended GAAP guidance was issued to clarify a customer’s accounting for fees paid in a cloud computing arrangement. The amendments provide guidance to customers about whether a cloud computing arrangement includes a software license or if the arrangement should be accounted for as a service contract. This guidance will impact the accounting of software licenses but will not change a customer’s accounting for service contracts. The guidance will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. An entity can elect to adopt the amendments either prospectively or retrospectively. The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements.

In July 2015, amended GAAP guidance was issued to simplify the measurement of inventory for all entities. The amendments apply to all inventory that is measured using first-in, first-out or average cost. The guidance requires an entity to measure inventory at the lower of cost and net realizable value. The guidance must be applied prospectively and will be effective for our interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an interim or annual reporting period. The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements.
In September 2015, amended GAAP guidance was issued to simplify the accounting for measurement-period adjustments related to business combinations. The amendments require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustments are determined and eliminates the requirement to retroactively adjust the provisional amounts recognized at the acquisition date. The guidance will be effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to measurement period adjustments that occur after the effective date. Early adoption is permitted for financial statements that have not been issued. The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements.
In November 2015, amended GAAP guidance was issued to simplify the presentation of deferred income taxes. The amendments require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position and eliminates the classification between current and noncurrent amounts. The guidance will be

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effective for financial statements issued for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. An entity can elect to adopt the amendments either prospectively or retrospectively. Early adoption is permitted as of the beginning of an interim or annual reporting period. The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements.
In January 2016, amended GAAP guidance was issued to address certain aspects of recognition, measurement, presentation and disclosure of financial instruments.  The amendments primarily impact the accounting for certain equity investments, the accounting for financial liabilities subject to the fair value option, the presentation and disclosure requirements for financial instruments and change the assessment of valuation allowances related to recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities.  The guidance will be effective for financial statements issued for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.  Early adoption is permitted for financial statements of fiscal years and interim periods that have not yet been issued or that have not yet been made available for issuance as of the beginning of the fiscal year of adoption.  The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements. 
Reclassifications
On January 1, 2015, we adopted ASC 853, Service Concession Arrangements ("ASC 853"), using the modified retrospective approach. Due to the adoption of ASC 853, $41.9 million has been reclassified in the consolidated balance sheet, as of December 31, 2014, from Property and equipment, net to Other assets in order to conform to the current year presentation. The adoption of this guidance did not have a material impact to our consolidated financial statements as of and for the year ended December 31, 2015.

For the year ended December 31, 2014 and December 31, 2013, a net deferred income tax expense of $3.4 million and $3.3 million , respectively, has been reclassified in the consolidated statements of cash flows from Other, net to Net deferred income tax (benefit) expense within Net cash provided by operating activities in order to conform to the current year presentation.

Note 3. Goodwill
The carrying amount of goodwill attributable to our Royal Caribbean International and Pullmantur reporting units and the changes in such balances during the years ended December 31, 2015 and 2014 were as follows (in thousands):
 
Royal
Caribbean
International
 
Pullmantur
 
Total
Balance at December 31, 2013
$
287,124

 
$
152,107

 
$
439,231

Foreign currency translation adjustment
(166
)
 
(18,523
)
 
(18,689
)
Balance at December 31, 2014
286,958

 
133,584

 
420,542

Impairment charge

 
(123,814
)
 
(123,814
)
Foreign currency translation adjustment
(194
)
 
(9,770
)
 
(9,964
)
Balance at December 31, 2015
$
286,764

 
$

 
$
286,764

During the fourth quarter of 2015, we performed our annual impairment review of goodwill for the Royal Caribbean International reporting unit. We elected to bypass the qualitative assessment and proceeded directly to step one of the two-step goodwill impairment test to corroborate the results of recent years' qualitative assessments. As a result of the test, we determined the fair value of the Royal Caribbean International reporting unit exceeded its carrying value by approximately 90% resulting in no impairment to Royal Caribbean International goodwill.
Additionally, we performed an interim impairment evaluation of Pullmantur's goodwill in connection with the preparation of our financial statements during the quarter ended September 30, 2015. We estimated the fair value of

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the Pullmantur reporting unit using a probability-weighted discounted cash flow model. The estimation of future cash flows requires our significant judgment when making assumptions of expected revenues, operating costs, marketing, selling and administrative expenses, interest rates, ship additions and retirements as well as assumptions regarding the cruise vacation industry’s competitive environment and general and economic business conditions, among other factors.

Pullmantur is a brand that historically targeted primarily the Spanish and Latin American markets. These markets have experienced significant volatility and the brand has adopted various changes to its operating strategy as a result. Most recently, in response to favorable economic expectations in Latin America, especially Brazil, management undertook a positioning of the brand to increase sourcing of guests and to deliver deployment for Latin American consumers; transferring newer and more efficient capacity to the brand; and selling Pullmantur’s non-core businesses to allow the brand to focus on the core cruise business.

However, the Latin American resurgence was short lived and the core Latin American economies, including Brazil, Mexico, Argentina and Venezuela, have regressed and their currencies have materially depreciated versus the US dollar. Most notably, the Brazilian Real devalued by approximately 22% relative to the US dollar during the third quarter of 2015.

In light of the increased challenges facing Pullmantur’s Latin American strategy, we made a decision to significantly change that strategy from growing the brand through vessel transfers to a right-sizing strategy during the third quarter of 2015. This right-sizing strategy includes reducing our exposure to Latin America, refocusing on the brand’s core market of Spain and, consequently, reducing the size of Pullmantur’s fleet. This strategic change includes a decision to redeploy Pullmantur’s Empress to the Royal Caribbean International brand as well as a decision to cancel the intended transfer of the Majesty of the Seas to Pullmantur. As we previously disclosed, the planned growth of the Pullmantur fleet through the transfer of vessels into the brand has been the most significant assumption within Pullmantur's projected cash flows supporting the recoverability of the Pullmantur reporting unit’s goodwill and trademarks and trade names. Our decision to reduce the size of Pullmantur’s fleet significantly decreases the cash flow projections which have been the basis of our impairment analysis.

During the third quarter of 2015, due to the previously described market conditions and our recent decision to reduce our exposure to Latin America, refocus on the brand’s core Spanish market and reduce the brand's overall capacity, we reviewed the two-step goodwill impairment test based on the updated cash flow projections. As a result of this analysis, we determined that the carrying value of the Pullmantur reporting unit exceeded its fair value. Accordingly, upon the completion of the two-step impairment test, we recognized a goodwill impairment charge of $123.8 million . The charge reflects the full carrying amount of the goodwill leaving Pullmantur with no goodwill on its books. This impairment charge was recognized in earnings during the third quarter of 2015 and is reported within Impairment of Pullmantur related assets within our consolidated statements of comprehensive income (loss). Refer to Note 14. Fair Value Measurements and Derivative Instruments for further discussion.

For the years ended December 31, 2014 and December 31, 2013, we did not record an impairment of goodwill for our reporting units. Accumulated goodwill impairment losses as of December 31, 2015 were $443.0 million attributable to our Pullmantur reporting unit.

Note 4. Intangible Assets
Intangible assets are reported in Other assets in our consolidated balance sheets and consist of the following (in thousands):

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2015
 
2014
Indefinite-life intangible asset—Pullmantur trademarks and trade names
$
188,038

 
$
214,112

Impairment charge
(174,285
)
 

Foreign currency translation adjustment
(13,753
)
 
(26,074
)
Total
$

 
$
188,038


As described in Note 3. Goodwill , the increased challenges facing Pullmantur's Latin American strategy led to our decision to significantly change Pullmantur's strategy from growing the brand through vessel transfers to a right-sizing strategy causing us to negatively adjust our cash flow projections for the Pullmantur reporting unit.
As a result, during the third quarter of 2015 , we performed an interim impairment evaluation of Pullmantur's trademarks and trade names using a discounted cash flow model and the relief-from-royalty method to compare the fair value of these indefinite-lived intangible assets to its carrying value. We used a discount rate comparable to the rate used in valuing the Pullmantur reporting unit in our goodwill impairment test.
Based on our updated cash flow projections, we determined that the fair value of Pullmantur’s trademarks and trade names no longer exceeded their carrying value. Accordingly, we recognized an impairment charge of approximately $174.3 million to write down trademarks and trade names to their fair value. The charge reflects the full carrying amount of the trademark and trade names leaving Pullmantur with no intangible assets on its books. This impairment charge was recognized in earnings during the third quarter of 2015 and is reported within Impairment of Pullmantur related assets within our consolidated statements of comprehensive income (loss). Refer to Note 14. Fair Value Measurements and Derivative Instruments for further discussion.
For the years ended December 31, 2014 and December 31, 2013, we did not record an impairment of Pullmantur's trademark and trade names.
Finite-life intangible assets had a net carrying amount of zero as of December 31, 2015 , December 31, 2014 and December 31, 2013.
Note 5. Property and Equipment
Property and equipment consists of the following (in thousands):
 
2015
 
2014
Ships
$
22,102,025

 
$
21,620,336

Ship improvements
2,019,294

 
1,904,524

Ships under construction
734,998

 
561,779

Land, buildings and improvements, including leasehold improvements and port facilities
337,109

 
303,394

Computer hardware and software, transportation equipment and other
1,025,264

 
889,579

Total property and equipment
26,218,690

 
25,279,612

Less—accumulated depreciation and amortization
(7,440,912
)
 
(7,085,985
)
 
$
18,777,778

 
$
18,193,627

Ships under construction include progress payments for the construction of new ships as well as planning, design, interest and other associated costs. We capitalized interest costs of $26.5 million , $28.8 million and $17.9 million for the years 2015 , 2014 and 2013 , respectively.
We review our long-lived assets for impairment whenever events or changes in circumstances indicate potential impairment. In conjunction with performing the two-step goodwill impairment test for the Pullmantur reporting unit, we identified that the estimated fair value of certain long-lived assets, consisting of two ships and three aircraft were less than their carrying values. As a result of this determination, we evaluated these assets pursuant to our long-lived

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


asset impairment test. The decision to significantly reduce our exposure to the Latin American market negatively impacted the expected undiscounted cash flows of these vessels and aircraft and resulted in an impairment charge of $113.2 million to write down these assets to their estimated fair values. This impairment charge was recognized in earnings during the third quarter of 2015 and is reported within Impairment of Pullmantur related assets within our consolidated statements of comprehensive income (loss). Additionally, during 2013, the fair value of Pullmantur's aircraft were determined to be less than their carrying value which led to a restructuring related impairment charge of $13.5 million . Furthermore, Pullmantur's non-core businesses met the accounting criteria to be classified as held for sale during the fourth quarter of 2013 which led to restructuring related impairment charges of $18.2 million to adjust the carrying value of property and equipment held for sale to its fair value, less cost to sell. These impairment charges were reported within Restructuring and related impairment charges in our consolidated statements of comprehensive income (loss).

During 2015 , our conditional agreements with STX France to build two ships of a new generation of Celebrity Cruises ships, known as "Project Edge" became effective. In addition, our conditional agreement with Meyer Werft to build the fourth and fifth Quantum-class ships for Royal Caribbean International became effective. Refer to Note 15. Commitments and Contingencies for further information.

During 2015, Pullmantur sold Ocean Dream to an unrelated third party for $34.6 million . The purchase price was paid via a secured promissory note, payable over a nine year period. The buyer's obligations under this loan accrues interest at the rate of 6.0% per annum and are secured by a first priority mortgage on the ship. The sale resulted in an immaterial gain that will be deferred and is expected to be recognized at the end of the nine year term.

During 2014, we sold Celebrity Century to a subsidiary of Skysea Holding International Ltd. ("Skysea Holding") for $220.0 million in cash. We agreed to charter the Celebrity Century from the buyer until April 2015 to fulfill existing passenger commitments. The sale resulted in a loss of $17.4 million that was recognized in earnings during the third quarter of 2014 and is reported within Other operating expenses in our consolidated statements of comprehensive income (loss). We subsequently acquired a 35% equity stake in Skysea Holding in November 2014. Refer to Note 6. Other Assets for further discussion.

In December 2014, we terminated the leasing of Brilliance of the Seas under the 25 year operating lease originally entered into in July 2002, denominated in British pound sterling. As part of the agreement, we purchased the Brilliance of the Seas for a net settlement purchase price of approximately £175.4 million or $275.4 million . At the date of purchase, the total carrying amount of the ship, including capital improvements previously accounted for as leasehold improvements, was $330.5 million which approximated the estimated fair market value of the ship. We funded the purchase using proceeds from our $1.2 billion unsecured revolving credit facility. Refer to Note 7. Long-Term Debt for further information.

Note 6. Other Assets
A Variable Interest Entity ("VIE") is an entity in which the equity investors have not provided enough equity to finance the entity's activities or the equity investors (1) cannot directly or indirectly make decisions about the entity's activities through their voting rights or similar rights; (2) do not have the obligation to absorb the expected losses of the entity; (3) do not have the right to receive the expected residual returns of the entity; or (4) have voting rights that are not proportionate to their economic interests and the entity's activities involve or are conducted on behalf of an investor with a disproportionately small voting interest.
We have determined that TUI Cruises GmbH, our 50% -owned joint venture which operates the brand TUI Cruises, is a VIE. As of December 31, 2015 and December 31, 2014, our investment, including equity and loans, in TUI Cruises was approximately $293.8 million and $370.1 million , respectively. This amount was included within Other assets in our consolidated balance sheets. In addition, we and TUI AG, our joint venture partner, have each guaranteed the repayment of 50% of a bank loan originally borrowed by TUI Cruises in 2011 and refinanced in May 2015. As of

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


December 31, 2015, the outstanding principal amount of the loan was €137.4 million , or approximately $149.4 million based on the exchange rate at December 31, 2015. In addition the maturity date was extended from May 2016 to May 2022. Notwithstanding this, the lenders have agreed to release each shareholder's guarantee in 2018. The loan continues to amortize quarterly and to be secured by first mortgages on the Mein Schiff 1 and Mein Schiff 2 vessels. Based on current facts and circumstances, we do not believe potential obligations under our guarantee of this bank loan are probable.
A portion of the additional proceeds received by TUI Cruises in connection with the refinancing of the bank loan discussed above were used during the second quarter of 2015 to repay in full the outstanding balance of the debt facility we originally provided to TUI Cruises in 2011 in connection with our sale of Celebrity Mercury .
Our investment amount and the potential obligations under the bank loan guarantee are substantially our maximum exposure to loss. We have determined that we are not the primary beneficiary of TUI Cruises. We believe that the power to direct the activities that most significantly impact TUI Cruises’ economic performance are shared between ourselves and TUI AG. All the significant operating and financial decisions of TUI Cruises require the consent of both parties, which we believe creates shared power over TUI Cruises. Accordingly, we do not consolidate this entity and account for this investment under the equity method of accounting.
TUI Cruises has four newbuild ships on order with Meyer Turku scheduled to be delivered in each of 2016, 2017, 2018 and 2019. TUI Cruises received commitments for the secured financing of the ships for up to 80% of the contract price of each ship on order. Finnvera has agreed to guarantee to the lenders payment of 95% of the financing. The remaining portion of the contract price of the ships will be funded through an existing €150.0 million bank facility and TUI Cruises’ cash flows from operations. The various ship construction and credit agreements include certain restrictions on each of our and TUI AG’s ability to reduce our current ownership interest in TUI Cruises below 37.55% through 2021.
In March 2015, we announced the pending sale of  Splendour of the Seas to TUI Cruises. The sale for €188.0 million is scheduled to be completed in April 2016 in order to retain the future revenues to be generated for sailings through that date. After the sale, TUI Cruises will lease the ship to Thomson Cruises, a subsidiary of TUI AG, which will operate the ship. The purchase price will be financed by us under a secured credit agreement to be repaid over 10 years. The resulting term loan will be 50% guaranteed by TUI AG and will be secured by a first mortgage on the ship. Interest will accrue at the rate of 6.25% per annum. We executed certain forward contracts to lock in the sales price of the ship at approximately $213 million . We expect to recognize a gain on the sale, which we do not expect will have a material effect to our consolidated financial statements.
We have determined that Grand Bahama Shipyard Ltd. ("Grand Bahama"), a ship repair and maintenance facility in which we have a 40% noncontrolling interest, is a VIE. The facility serves cruise and cargo ships, oil and gas tankers, and offshore units. We utilize this facility, among other ship repair facilities, for our regularly scheduled drydocks and certain emergency repairs as may be required. During the year ended December 31, 2015, we made payments of $21.7 million to Grand Bahama for ship repair and maintenance services. We have determined that we are not the primary beneficiary of this facility, as we do not have the power to direct the activities that most significantly impact the facility's economic performance. Accordingly, we do not consolidate this entity and we account for this investment under the equity method of accounting. As of December 31, 2015 , the net book value of our investment in Grand Bahama was approximately $51.2 million , consisting of $12.6 million in equity and $38.6 million in loans. As of December 31, 2014 , the net book value of our investment in Grand Bahama was approximately $53.8 million , consisting of $7.7 million in equity and $46.1 million in loans. These amounts represent our maximum exposure to loss. During 2015 and 2014, we received approximately $3.1 million and $3.6 million , respectively, in principal and interest payments related to a loan in accrual status from Grand Bahama, which was paid in full during 2015. The remaining amount of our loan to Grand Bahama is in non-accrual status and is included within Other assets in our consolidated balance sheets for which we received payments of approximately $4.4 million during 2015 . We monitor credit risk associated with this loan through our participation on Grand Bahama's board of directors along with our review of Grand Bahama's financial statements and projected cash flows. Based on this review, we believe the risk of loss associated with the outstanding loan is not probable as of December 31, 2015 .

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


We have determined that Skysea Holding, in which we have a 35% noncontrolling interest, is a VIE for which we are not the primary beneficiary, as we do not have the power to direct the activities that most significantly impact the entity's economic performance. Accordingly, we do not consolidate this entity and we account for this investment under the equity method of accounting. In addition, we and Ctrip.com International Ltd, which also owns 35% of Skysea Holding, each provided a debt facility to a wholly owned subsidiary of Skysea Holding in the amount of $80.0 million . Interest under these facilities, which mature in January 2030, initially accrues at a rate of 3.0% per annum with an increase of at least 0.5% every two years through maturity. The facilities, which are pari passu to each other, are each 100% guaranteed by Skysea Holding and are secured by a first priority mortgage on the ship Golden Era , formerly known as Celebrity Century , which we sold to a wholly owned subsidiary of Skysea Holding in September 2014. As of December 31, 2015 and December 31, 2014, our investment in Skysea Holding and its subsidiaries, including equity and loans, was approximately $99.8 million and $106.3 million , respectively. These amounts were included within Other assets in our consolidated balance sheets and represent our maximum exposure to loss. During 2015, Skysea Holding and its subsidiaries commenced operations through the brand SkySea Cruises.
Our share of income from investments accounted for under the equity method of accounting, including the entities discussed above, was $81.0 million , $51.6 million and $32.0 million for the years ended December 31, 2015 , 2014 and 2013 , respectively, and was recorded within Other income (expense) . Additionally, we received  $33.3 million , $5.8 million and $5.1 million  of dividends from our equity method investees for the years ended December 31, 2015 , 2014 and 2013 , respectively. Also, we provide ship management and procurement services to TUI Cruises GmbH and Skysea Holding and recorded $20.2 million , $8.5 million and $9.1 million in revenues and $15.7 million , $4.0 million and $4.5 million in expenses for these services during the years ended December 31, 2015, 2014 and 2013, respectively, which was recorded within Onboard and other revenues and Other operating expenses , respectively .
Summarized financial information for our affiliates accounted for under the equity method of accounting was as follows (in thousands):

 
 
As of December 31,
 
 
2015
 
2014
Current Assets
 
$
315,264

 
$
325,527

Non Current Assets
 
2,246,809

 
1,929,182

Total Assets
 
$
2,562,073

 
$
2,254,709

 
 
 
 
 
Current Liabilities
 
$
585,887

 
$
513,842

Non Current Liabilities
 
1,231,262

 
958,988

Total Liabilities
 
$
1,817,149

 
$
1,472,830

 
 
 
 
 
Equity Attributable to:
 
 
 
 
Noncontrolling Interest
 
$
1,683

 
$
2,795

 
 
For the period ended December 31,
 
 
2015
 
2014
 
2013
Total Revenues
 
$
990,172

 
$
797,441

 
$
605,293

Total Expenses
 
(830,898
)
 
(682,430
)
 
(538,922
)
Net Income
 
$
159,274

 
$
115,011

 
$
66,371




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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 7. Long-Term Debt
Long-term debt consists of the following (in thousands):

 
2015
 
2014
$1.4 billion unsecured revolving credit facility, LIBOR plus 1.50%, currently 1.92% and a facility fee of 0.25%, due 2020
$
945,000

 
$
713,000

$1.2 billion unsecured revolving credit facility, LIBOR plus 1.50%, currently 1.89% and a facility fee of 0.25%, due 2018
895,000

 
778,000

Unsecured senior notes and senior debentures, 5.25% to 7.50%, due 2016, 2018, 2022 and 2027
1,434,542

 
1,721,190

$742.1 million unsecured senior notes, LIBOR plus 1.30%, currently 1.83%, due through 2027
711,180

 

$530 million unsecured term loan, LIBOR plus 0.51%, due through 2015

 
37,857

$519 million unsecured term loan, LIBOR plus 0.45%, currently 0.98%, due through 2020
216,311

 
259,573

$420 million unsecured term loan, 5.41%, due through 2021
207,223

 
241,827

$420 million unsecured term loan, LIBOR plus 1.85%, currently 2.38%, due through 2021
210,000

 
245,000

€159.4 million unsecured term loan, EURIBOR plus 1.58%, currently 1.60%, due through 2021
86,650

 
112,540

$524.5 million unsecured term loan, LIBOR plus 0.50%, currently 0.96%, due through 2021
262,250

 
305,958

$566.1 million unsecured term loan, LIBOR plus 0.37%, currently 0.89%, due through 2022
306,621

 
353,793

$1.1 billion unsecured term loan, LIBOR plus 1.85%, currently 2.38%, due through 2022
537,426

 
614,203

$632.0 million unsecured term loan, LIBOR plus 0.40%, currently 0.86%, due through 2023
421,306

 
473,969

$673.5 million unsecured term loan, LIBOR plus 0.40%, currently 0.93%, due through 2024
505,106

 
561,228

$65.0 million unsecured term loan, LIBOR plus 1.75%, currently 2.17%, due through 2019
71,500

 
51,100

$1.0 million unsecured term loan, 3.00%, due through 2015

 
750

$380.0 million unsecured term loan, LIBOR plus 1.75%, currently 2.17%, due 2018
380,000

 
380,000

$791.1 million unsecured term loan, LIBOR plus 1.30%, currently 1.83%, due through 2026
725,182

 
791,108

$290.0 million unsecured term loan, LIBOR plus 1.75%, currently 2.17%, due 2018
290,000

 
290,000

€365 million unsecured term loan, EURIBOR plus 1.75%, currently 1.75%, due 2017
396,755

 
441,687

$7.3 million unsecured term loan, LIBOR plus 2.5%, currently 3.02%, due through 2023
4,440

 
4,915

$30.3 million unsecured term loan, LIBOR plus 3.75%, currently 4.24%, due through 2021
11,793

 
13,603

Capital lease obligations
48,770

 
52,647

 
8,667,055

 
8,443,948

Less—current portion
(899,677
)
 
(799,630
)
Long-term portion
$
7,767,378

 
$
7,644,318


In April 2015, we took delivery of Anthem of the Seas . To finance the purchase, we borrowed $742.1 million under a previously committed unsecured term loan which is 95% guaranteed by Euler Hermes Deutschland AG ("Hermes"), the official export credit agency of Germany. The loan amortizes semi-annually over 12 years and bears interest at LIBOR plus a margin of 1.30% , totaling 1.83% as of December 31, 2015. Refer to Note 14. Fair Value Measurements and Derivative Instruments for information regarding interest rate swap agreements related to this loan.

In June 2015, we amended and restated our $1.1 billion unsecured revolving credit facility due July 2016. The amendment reduced the applicable margin and facility fee and extended the termination date to June 2020. The applicable margin and facility fee vary with our debt rating and were 1.50% and 0.25% , respectively, as of December 31, 2015 . We have the right to extend the termination date by up to two years, subject to lender consent. Furthermore, in October 2015, we received increased lender commitments in the amount of $300.0 million , bringing our total capacity

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


under this facility to $1.4 billion . In July 2015, we also amended our $1.2 billion unsecured revolving credit facility due August 2018 to reduce pricing in line with the amended pricing of the $1.1 billion unsecured revolving credit facility. These amendments did not result in the extinguishment of debt. Accordingly, as of December 31, 2015, we have an aggregate revolving borrowing capacity of $2.6 billion .

In July 2015, we also amended our $380.0 million , €365.0 million , $290.0 million and $65.0 million unsecured term loans due at various dates from 2016 through 2019 to reduce the applicable margins. The margins are currently 1.75% for each loan based on our debt rating as of December 31, 2015. The termination date of the $290 million unsecured term loan was extended from February 2016 to February 2018. None of these amendments resulted in the extinguishment of debt.

In February 2016, we amended our unsecured term loans for Oasis of the Seas and Allure of the Seas primarily to reduce the margins on those facilities. The interest rate on both the $420.0 million floating rate tranche of the Oasis of the Seas term loan and the $1.1 billion Allure of the Seas term loan was reduced from LIBOR plus 1.85% to LIBOR plus 1.65% . These amendments did not result in the extinguishment of debt.
Certain of our unsecured ship financing term loans are guaranteed by the export credit agency in the respective country in which the ship is constructed. In consideration for these guarantees, depending on the financing arrangement, we pay to the applicable export credit agency fees from (1) 1.48% per annum based on the outstanding loan balance semi-annually over the term of the loan (subject to adjustment under certain of our facilities based upon our credit ratings) or (2) an upfront fee of 2.35% to 2.37% of the maximum loan amount. We amortize the fees that are paid upfront over the life of the loan and those that are paid semi-annually over each respective payment period. We classify these fees within Debt issuance costs in our consolidated statements of cash flows and within Other assets in our consolidated balance sheets.
Under certain of our agreements, the contractual interest rate, facility fee and/or export credit agency fee vary with our debt rating.
The unsecured senior notes and senior debentures are not redeemable prior to maturity, except that certain series may be redeemed upon the payment of a make-whole premium.
Following is a schedule of annual maturities on long-term debt including capital leases as of December 31, 2015 for each of the next five years (in thousands):
Year
 
2016
$
899,677

2017
938,036

2018
2,252,577

2019
609,901

2020
1,483,728

Thereafter
2,483,136

 
$
8,667,055


Note 8. Shareholders' Equity
During the fourth and third quarters of 2015, we declared a cash dividend on our common stock of $0.375 per share which was paid in the first quarter of 2016 and fourth quarter of 2015 , respectively. We also declared and paid a cash dividend on our common stock of $0.30 per share during the first and second quarters of 2015 .


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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


During the fourth and third quarters of 2014 , we declared a cash dividend on our common stock of $0.30 per share which was paid in the first quarter of 2015 and fourth quarter of 2014 , respectively. We also declared and paid a cash dividend on our common stock of $0.25 per share during the first and second quarters of 2014 . During the first quarter of 2014 , we also paid a cash dividend on our common stock of $0.25 per share which was declared during the fourth quarter of 2013 .

In October 2015, our board of directors authorized a common stock repurchase program for up to $500 million . The timing and number of shares purchased will depend on a variety of factors including price and market conditions.  Subsequently, in 2015, we executed an agreement with an investment bank to purchase a total of $200 million , of the $500 million authorized amount, of our common stock under an accelerated stock repurchase (ASR) transaction. Under the terms of the ASR agreement, on October 23, 2015, we received 1.6 million shares of our common stock to be repurchased based on current market prices in exchange for a prepayment of $200 million . The ASR transaction was settled on November 30, 2015 and an additional 0.5 million shares were delivered to us. In total, we repurchased 2.1 million shares at an average price of $95.09 per share. The final number of shares repurchased was determined upon settlement based on the average of the daily volume-weighted average prices of our common stock during the term of the transaction, less a discount. The initial shares received upon prepayment and additional shares received at settlement were recorded within Shareholders’ equity . Future stock repurchase transactions could include open market purchases or additional accelerated share repurchases. We expect to complete the program by the end of 2016.

During February 2016, we repurchased an additional 2.1 million shares for a total of $150.0 million in open market transactions resulting in $150 million available for future stock repurchases.

During the fourth quarter of 2014, we repurchased from A. Wilhelmsen AS, our largest shareholder, 3.5 million shares of our common stock directly from them in a private transaction at $67.45 per share, which was equal to the price paid by a third-party financial institution for the simultaneous purchase of an additional 3.5 million shares from A. Wilhelmsen AS. Total consideration paid to repurchase such shares was approximately $236.1 million and was recorded within Shareholders' equity as a component of treasury stock.

Note 9. Stock-Based Employee Compensation
We currently have awards outstanding under two stock-based compensation plans, which provide for awards to our officers, directors and key employees. The plans consist of a 2000 Stock Award Plan and a 2008 Equity Plan. Our ability to issue new awards under the 2000 Stock Award Plan terminated in accordance with the terms of the plan in September 2009. The 2008 Equity Plan, as amended, provides for the issuance of up to 11,000,000 shares of our common stock pursuant to grants of (i) incentive and non-qualified stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units and (v) performance shares. During any calendar year, no one individual shall be granted awards of more than 500,000 shares. Options and restricted stock units outstanding as of December 31, 2015 generally vest in equal installments over four years from the date of grant. In addition, performance shares generally vest in three years. With certain limited exceptions, options, restricted stock units and performance shares are forfeited if the recipient ceases to be a director or employee before the shares vest. Options are granted at a price not less than the fair value of the shares on the date of grant and expire not later than ten years after the date of grant.
Prior to 2012, our officers received a combination of stock options and restricted stock units. Beginning in 2012, our officers instead receive their long-term incentive awards through a combination of performance share unit and restricted stock units. Each performance share unit award is expressed as a target number of performance share units based upon the fair market value of our common stock on the date the award is issued. The actual number of shares underlying each award (not to exceed 200% of the target number of performance share unit) will be determined based upon the Company's achievement of a specified performance target range. In 2015, we issued a target number of 161,479 performance share units, which will vest approximately three years following the award issue date. The performance payout of these grants will be based on return on invested capital ("ROIC") and earnings per share (“EPS”) for the year ended December 31, 2017, as may be adjusted by the Compensation Committee of our Board of Directors in early 2018 for events that are outside of management's control. In 2014, we also issued a one-time performance-based equity award to our Chairman & Chief Executive Officer in a target amount of 63,771 performance share units,

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


with the actual number of shares payable under the grant to range from 0% to 200% of target based on our 2015 ROIC performance. In February 2016, the Compensation Committee set the payout level for this grant at 165% of target. The shares issued in settlement of this award vested in February 2016 but remain subject to restrictions on transfer until December 2017, the third anniversary of the award issuance date.
We also provide an Employee Stock Purchase Plan ("ESPP") to facilitate the purchase by employees of up to 506,322 shares of common stock in the aggregate. Offerings to employees are made on a quarterly basis. Subject to certain limitations, the purchase price for each share of common stock is equal to 85% of the average of the market prices of the common stock as reported on the New York Stock Exchange on the first business day of the purchase period and the last business day of each month of the purchase period. During 2015 , 2014 and 2013 , 28,724 , 26,921 and 27,036 shares of our common stock were issued under the ESPP at a weighted-average price of $72.52 , $52.08 and $33.16 , respectively.
In 1994, we granted to our Chairman and Chief Executive Officer an award of common stock, issuable in quarterly installments of 10,086 shares until the earlier of the termination of his employment or June 2014. In furtherance of this grant, we issued an aggregate of 40,344 shares of common stock in 2013 and an aggregate of 20,172 shares of common stock in 2014.
Total compensation expense recognized for employee stock-based compensation for the years ended December 31, 2015 , 2014 and 2013 was as follows:
 
Employee Stock-Based Compensation
Classification of expense
2015
 
2014
 
2013
(In thousands)
 
 
 
 
 
Marketing, selling and administrative expenses
$
36,073

 
$
26,116

 
$
21,178

Total compensation expense
$
36,073

 
$
26,116

 
$
21,178

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The estimated fair value of stock options, less estimated forfeitures, is amortized over the vesting period using the graded-vesting method. We did not issue any stock options in 2015, 2014 and 2013.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Stock option activity and information about stock options outstanding are summarized in the following table:
Stock Option Activity
Number of
Options
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Term
 
Aggregate
Intrinsic
Value
(1)


 

 
(years)
 
(in thousands)
Outstanding at January 1, 2015
706,051

 
$
36.03

 
3.64

 
$
33,182

Granted

 

 

 

Exercised
(287,379
)
 
$
39.12

 

 

Canceled
(6,863
)
 
$
47.05

 

 

Outstanding at December 31, 2015
411,809

 
$
33.69

 
3.12

 
$
28,111

Vested and expected to vest at December 31, 2015
411,807

 
$
33.69

 
3.12

 
$
28,110

Options Exercisable at December 31, 2015
409,915

 
$
33.73

 
3.11

 
$
27,967

___________________________________
(1)
The intrinsic value represents the amount by which the fair value of stock exceeds the option exercise price as of December 31, 2015 .
The total intrinsic value of stock options exercised during the years ended December 31, 2015 , 2014 and 2013 was $13.8 million , $35.9 million and $17.5 million , respectively. As of December 31, 2015, there was immaterial unrecognized compensation cost, net of estimated forfeitures, related to stock options granted under our stock incentive plan which is expected to be recognized over a weighted-average period of 0.01 years.
Restricted stock units are converted into shares of common stock upon vesting or, if applicable, settle on a one -for-one basis. The cost of these awards is determined using the fair value of our common stock on the date of the grant, and compensation expense is recognized over the vesting period. Restricted stock activity is summarized in the following table:
Restricted Stock Activity
Number of
Awards
 
Weighted-
Average
Grant Date
Fair Value
Non-vested share units at January 1, 2015
981,553

 
$
42.68

Granted
298,998

 
$
73.98

Vested
(361,843
)
 
$
40.04

Canceled
(98,059
)
 
$
45.07

Non-vested share units expected to vest as of December 31, 2015
820,649

 
$
54.98

The weighted-average estimated fair value of restricted stock units granted during the year ended 2014 and 2013 was $54.60 and $36.07 , respectively. The total fair value of shares released on the vesting of restricted stock units during the years ended December 31, 2015 , 2014 and 2013 was $27.6 million , $20.7 million and $19.2 million , respectively. As of December 31, 2015 , we had $14.4 million of total unrecognized compensation expense, net of estimated forfeitures, related to restricted stock unit grants, which will be recognized over the weighted-average period of 1.13 years.
Performance share awards are converted into shares of common stock upon vesting on a one -for-one basis. We estimate the fair value of each performance share when the grant is authorized and the related service period has commenced. We remeasure the fair value of our performance shares in each subsequent reporting period until the grant date has occurred, which is the date when the performance conditions are satisfied. We recognize compensation cost over the vesting period based on the probability of the service and performance conditions being achieved adjusted for each subsequent fair value measurement until the grant date. If the specified service and performance conditions are not met, compensation expense will not be recognized and any previously recognized compensation expense will be reversed. Performance stock activity is summarized in the following table:

F-25

Table of Contents
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Performance Stock Activity
Number of
Awards
 
Weighted-
Average
Grant Date
Fair Value
Non-vested share units at January 1, 2015
658,886

 
$
40.21

Granted
161,479

 
$
71.36

Vested
(241,288
)
 
$
33.94

Canceled
(74,866
)
 
$
37.59

Non-vested share units expected to vest as of December 31, 2015
504,211

 
$
53.57

The weighted-average estimated fair value of performance share units granted during the year ended 2014 and 2013 was $56.72 and $35.98 , respectively. The total fair value of shares released on the vesting of performance share units during the years ended December 31, 2015 , 2014 and 2013 was $18.3 million , $0.4 million and $0.1 million , respectively. As of December 31, 2015 , we had $11.4 million of total unrecognized compensation expense, net of estimated forfeitures, related to performance share unit grants, which will be recognized over the weighted-average period of 0.81 years.
Note 10. Earnings Per Share
A reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share data):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Net income for basic and diluted earnings per share
$
665,783

 
$
764,146

 
$
473,692

Weighted-average common shares outstanding
219,537

 
221,658

 
219,638

Dilutive effect of stock options, performance share awards and restricted stock awards
1,152

 
1,386

 
1,303

Diluted weighted-average shares outstanding
220,689

 
223,044

 
220,941

Basic earnings per share:
 
 
 
 
 
Net income
$
3.03

 
$
3.45

 
$
2.16

Diluted earnings per share:
 
 
 
 
 
Net income
$
3.02

 
$
3.43

 
$
2.14

Diluted earnings per share did not reflect options to purchase an aggregate of 1.9 million shares for the year ended December 31, 2013 because the effect of including them would have been antidilutive. There were no antidilutive shares for the year ended December 31, 2015 and December 31, 2014 .
Note 11. Retirement Plan
We maintain a defined contribution plan covering full-time shoreside employees who have completed the minimum period of continuous service. Annual contributions to the plan are discretionary and are based on fixed percentages of participants' salaries and years of service, not to exceed certain maximums. Contribution expenses were $16.8 million , $15.4 million and $13.0 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.
Note 12. Income Taxes
We are subject to corporate income taxes in countries where we have operations or subsidiaries. We and the majority of our ship-operating and vessel-owning subsidiaries are currently exempt from United States corporate tax on United States source income from the international operation of ships pursuant to Section 883 of the Internal Revenue Code. Regulations under Section 883 have limited the activities that are considered the international operation of a

F-26

Table of Contents
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


ship or incidental thereto. Accordingly, our provision for United States federal and state income taxes includes taxes on certain activities not considered incidental to the international operation of our ships.
Additionally, some of our ship-operating subsidiaries are subject to income tax under the tonnage tax regimes of Malta or the United Kingdom. Under these regimes, income from qualifying activities is subject to corporate income tax, but the tax is computed by reference to the tonnage of the ship or ships registered under the relevant provisions of the tax regimes (the "relevant shipping profits"), which replaces the regular taxable income base. Income from activities not considered qualifying activities, which we do not consider significant, remains subject to Maltese or United Kingdom corporate income tax.
Income tax expense (benefit) for items not qualifying under Section 883, tonnage taxes and income taxes for the remainder of our subsidiaries was approximately $11.1 million , $(20.9) million and $24.9 million and was recorded within Other income (expense) for the years ended December 31, 2015, 2014 and 2013 , respectively. In addition, all interest expense and penalties related to income tax liabilities are classified as income tax expense within Other income (expense) .
For a majority of our subsidiaries, we do not expect to incur income taxes on future distributions of undistributed earnings of foreign subsidiaries. Accordingly, no deferred income taxes have been provided for the distribution of these earnings. Where we do expect to incur income taxes on future distributions of undistributed earnings, we have provided for deferred taxes, which we do not consider significant to our operations.
As of December 31, 2015, the Company had Net Operating Losses (“NOLs”) in foreign jurisdictions of $309.7 million . Of these NOLs, $259.7 million carryforward indefinitely, although there are limitations to the amount of NOLs that can be utilized on an annual basis. If not utilized, $50.0 million of NOLs are subject to expiration between 2016 and 2028. The Company has not recognized any benefits related to these NOLs, as all NOLs have full valuation allowances.
Net deferred tax assets and deferred tax liabilities and corresponding valuation allowances related to our operations were not material as of December 31, 2015 and 2014 .
We regularly review deferred tax assets for recoverability based on our history of earnings, expectations of future earnings, and tax planning strategies. Realization of deferred tax assets ultimately depends on the existence of sufficient taxable income to support the amount of deferred taxes. A valuation allowance is recorded in those circumstances in which we conclude it is not more-likely-than-not we will recover the deferred tax assets prior to their expiration.
During the fourth quarter of 2014, Spain adopted tax reform legislation, which included among other things, a reduction of the corporate income tax rate from 30% to 28% in 2015 and a further reduction to 25% in 2016. As a result, we adjusted our deferred tax assets and deferred tax liabilities in Spain to reflect the new tax rate at which we believe they will be realized. This change resulted in a net deferred income tax benefit of $10.0 million . The tax reform also amended the net operating loss carryforward rules by changing the carryforward period from 18 years to unlimited and by changing the annual utilization limitation from 25% of taxable income to 70% of taxable income for certain taxpayers, including Pullmantur. As a result of the change of the net operating loss carryforward period, we reversed a portion of the valuation allowance recorded in 2012 to the extent of 70% of the rate-adjusted deferred tax liability recorded for the basis difference between the tax and book values of the trademarks and trade names recorded at the time of the Pullmantur acquisition and other indefinite lived assets recorded. The amount of the valuation allowance reversed in the fourth quarter of 2014 was $33.5 million which was recorded as a deferred tax benefit. These deferred tax adjustments were reported within Other income (expense) in our consolidated statements of comprehensive income (loss).
During the third quarter of 2015, the trademark and trade names were impaired, and therefore there is no longer a difference between the book and tax basis of the trademark and trade names. As a result of the impairment of the trademark/name, we reversed the deferred tax liability of $43.4 million and increased the deferred tax asset valuation allowance by $31.4 million , or to 100% of the deferred tax asset balance. The resulting net $12.0 million deferred tax

F-27

Table of Contents
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


benefit is recorded as part of our income tax provision and is reported within Other income (expense) in our consolidated statements of comprehensive income (loss).
Note 13. Changes in Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in accumulated other comprehensive income (loss) by component for the years ended December 31, 2015 and 2014 (in thousands):

 
 
Changes related to cash flow derivative hedges
 
Changes in defined
benefit plans
 
Foreign currency translation adjustments
 
Accumulated other comprehensive income (loss)
 
 
 
 
 
 
 
 
 
Accumulated comprehensive loss at January 1, 2013
 
$
(84,505
)
 
$
(34,823
)
 
$
(15,188
)
 
$
(134,516
)
     Other comprehensive income before reclassifications
 
188,073

 
8,240

 
1,529

 
197,842

     Amounts reclassified from accumulated other comprehensive income (loss)
 
(60,244
)
 
2,589

 

 
(57,655
)
Net current-period other comprehensive income
 
127,829

 
10,829

 
1,529

 
140,187

 
 
 
 
 
 
 
 
 
Accumulated comprehensive income (loss) at January 1, 2014
 
43,324

 
(23,994
)
 
(13,659
)
 
5,671

     Other comprehensive loss before reclassifications
 
(919,094
)
 
(8,937
)
 
(28,099
)
 
(956,130
)
     Amounts reclassified from accumulated other comprehensive income (loss)
 
49,744

 
1,724

 
1,997

 
53,465

Net current-period other comprehensive loss
 
(869,350
)
 
(7,213
)
 
(26,102
)
 
(902,665
)
 
 
 
 
 
 
 
 
 
Accumulated comprehensive loss at January 1, 2015
 
(826,026
)
 
(31,207
)
 
(39,761
)
 
(896,994
)
     Other comprehensive (loss) income before reclassifications
 
(697,671
)
 
3,053

 
(25,952
)
 
(720,570
)
     Amounts reclassified from accumulated other comprehensive income (loss)
 
291,624

 
1,707

 
(4,200
)
 
289,131

Net current-period other comprehensive (loss) income
 
(406,047
)
 
4,760

 
(30,152
)
 
(431,439
)
 
 
 
 
 
 
 
 
 
Accumulated comprehensive loss at December 31, 2015
 
$
(1,232,073
)
 
$
(26,447
)
 
$
(69,913
)
 
$
(1,328,433
)

The following table presents reclassifications out of accumulated other comprehensive income (loss) for the years ended December 31, 2015 and 2014 (in thousands):


F-28

Table of Contents
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
 
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income
Details about Accumulated Other Comprehensive Income (Loss) Components
 
Year Ended December 31, 2015
 
Year Ended December 31, 2014
 
Year Ended December 31, 2013
 
Affected Line Item in Statements of Comprehensive Income (Loss)
(Loss) gain on cash flow derivative hedges:
 
 
 
 
 
 
 
 
     Cross currency swaps
 
$

 
$
(261
)
 
$
(3,531
)
 
Interest expense, net of interest capitalized
     Interest rate swaps
 
(36,401
)
 
(15,264
)
 
(9,355
)
 
Interest expense, net of interest capitalized
     Foreign currency forward contracts
 
(2,871
)
 
(1,887
)
 
(1,797
)
 
Depreciation and amortization expenses
     Foreign currency forward contracts
 
7,580

 
(4,291
)
 
27,423

 
Other income (expense)
     Foreign currency forward contracts
 

 
(57
)
 
(440
)
 
Interest expense, net of interest capitalized
     Foreign currency collar options
 
(1,605
)
 

 

 
Depreciation and amortization expenses
     Fuel swaps
 
(9,583
)
 

 

 
Other income (expense)
     Fuel swaps
 
(248,744
)
 
(27,984
)
 
47,944

 
Fuel
 
 
(291,624
)
 
(49,744
)
 
60,244

 
 
Amortization of defined benefit plans:
 
 
 
 
 
 
 
 
    Actuarial loss
 
(1,414
)
 
(888
)
 
(1,753
)
 
Payroll and related


Prior service costs
 
(293
)
 
(836
)
 
(836
)
 


Payroll and related
 
 
(1,707
)
 
(1,724
)
 
(2,589
)
 
 
Release of foreign cumulative translation due to sale or liquidation of businesses:
 
 
 
 
 
 
 
 
Foreign cumulative translation
 
4,200

 
(1,997
)
 

 
Other operating
Total reclassifications for the period
 
$
(289,131
)
 
$
(53,465
)
 
$
57,655

 
 

Note 14. Fair Value Measurements and Derivative Instruments
Fair Value Measurements
The estimated fair value of our financial instruments that are not measured at fair value, categorized based upon the fair value hierarchy, are as follows (in thousands):
 
Fair Value Measurements at December 31, 2015 Using
 
Fair Value Measurements at December 31, 2014 Using
Description
Total Carrying Amount
 
Total Fair Value
 
Level 1 (1)
 
Level 2 (2)
 
Level 3 (3)
 
Total Carrying Amount
 
Total Fair Value
 
Level 1 (1)
 
Level 2 (2)
 
Level 3 (3)
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents (4)
$
121,565

 
$
121,565


$
121,565

 
$

 
$

 
$
189,241

 
$
189,241

 
$
189,241

 
$

 
$

Total Assets
$
121,565

 
$
121,565


$
121,565

 
$

 
$

 
$
189,241

 
$
189,241

 
$
189,241

 
$

 
$

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt (including current portion of long-term debt) (5)
$
8,618,285

 
$
8,895,009


$
1,536,629

 
$
7,358,380

 
$

 
$
8,391,301

 
$
8,761,414

 
$
1,859,361

 
$
6,902,053

 
$

Total Liabilities
$
8,618,285

 
$
8,895,009


$
1,536,629

 
$
7,358,380

 
$

 
$
8,391,301

 
$
8,761,414

 
$
1,859,361

 
$
6,902,053

 
$

___________________________________
(1)
Inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.

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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


(2)
Inputs other than quoted prices included within Level 1 that are observable for the liability, either directly or indirectly. For unsecured revolving credit facilities and unsecured term loans, fair value is determined utilizing the income valuation approach. This valuation model takes into account the contract terms of our debt such as the debt maturity and the interest rate on the debt. The valuation model also takes into account the creditworthiness of the Company.
(3)
Inputs that are unobservable. The Company did not use any Level 3 inputs as of December 31, 2015 and December 31, 2014 .
(4)
Consists of cash and marketable securities with original maturities of less than 90 days.
(5)
Consists of unsecured revolving credit facilities, senior notes, senior debentures and term loans. Does not include our capital lease obligations.

Other Financial Instruments
The carrying amounts of accounts receivable, accounts payable, accrued interest and accrued expenses approximate fair value at December 31, 2015 and December 31, 2014 .
Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy. The following table presents information about the Company's financial instruments recorded at fair value on a recurring basis (in thousands):
 
Fair Value Measurements at December 31, 2015 Using
 
Fair Value Measurements at December 31, 2014 Using
Description
Total Fair Value
 
Level 1 (1)
 
Level 2 (2)
 
Level 3 (3)
 
Total Fair Value
 
Level 1 (1)
 
Level 2 (2)
 
Level 3 (3)
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative financial instruments (4)
$
134,574

 
$

 
$
134,574

 
$

 
$
63,981

 
$

 
$
63,981

 
$

Investments (5)
$
3,965

 
3,965

 

 

 
$
5,531

 
5,531

 

 

Total Assets
$
138,539

 
$
3,965

 
$
134,574

 
$

 
$
69,512

 
$
5,531

 
$
63,981

 
$

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative financial instruments (6)
$
1,044,292

 
$

 
$
1,044,292

 
$

 
$
767,635

 
$

 
$
767,635

 
$

Total Liabilities
$
1,044,292

 
$

 
$
1,044,292

 
$

 
$
767,635

 
$

 
$
767,635

 
$

___________________________________
(1)
Inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.
(2)
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. For foreign currency forward contracts, interest rate swaps, cross currency swaps and fuel swaps, fair value is derived using valuation models that utilize the income valuation approach. These valuation models take into account the contract terms, such as maturity as well as other inputs, such as foreign exchange rates and curves, fuel types, fuel curves and interest rate yield curves. Fair value for foreign currency collar options is determined by using standard option pricing models with inputs based on the options' contract terms, such as exercise price and maturity, and readily available public market data, such as foreign exchange curves, foreign exchange volatility levels and discount rates. All derivative instrument fair values take into account the creditworthiness of the counterparty and the Company.
(3)
Inputs that are unobservable. The Company did not use any Level 3 inputs as of December 31, 2015 and December 31, 2014 .
(4)
Consists of foreign currency forward contracts and fuel swaps. Please refer to the "Fair Value of Derivative Instruments" table for breakdown by instrument type.
(5)
Consists of exchange-traded equity securities and mutual funds reported within Other assets in our consolidated balance sheets.
(6)
Consists of interest rate swaps, fuel swaps, foreign currency forward contracts and foreign currency collar options. Please refer to the "Fair Value of Derivative Instruments" table for breakdown by instrument type.
The reported fair values are based on a variety of factors and assumptions. Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of December 31, 2015 or December 31, 2014 , or that will be realized in the future, and do not include expenses that could be incurred in an actual sale or settlement.

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Table of Contents
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table presents information about the Company's goodwill, indefinite-life intangible assets and long-lived assets for our Pullmantur reporting unit, further discussed in Note 3. Goodwill and Note 4. Intangible Assets , recorded at fair value on a nonrecurring basis (in thousands):
 
 
Fair Value Measurements at December 31, 2015 Using
Description
 
Total Carrying Amount
 
Total Fair Value
 
Level 3
 
Total Impairment
Pullmantur Goodwill (1)
 
$

 
$

 
$

 
$
123,814

Indefinite-life intangible asset-Pullmantur trademarks and trade names (2)
 

 

 

 
$
174,285

Long-lived assets — Pullmantur aircraft and vessels (3)
 
140,846

 
140,846

 
140,846

 
$
113,168

Total
 
$
140,846

 
$
140,846

 
$
140,846

 
$
411,267

___________________________________
(1)
We estimated the fair value of the Pullmantur reporting unit using a probability-weighted discounted cash flow model. The principal assumptions used in the discounted cash flow model are projected operating results, weighted-average cost of capital and terminal value. Significantly impacting these assumptions was the decision to reduce the size of Pullmantur's fleet. The discounted cash flow model used our 2016 projected operating results as a base. To that base we added future years’ cash flows through 2020 assuming multiple revenue and expense scenarios that reflect the impact of different global economic environments for this period on Pullmantur’s reporting unit. We assigned a probability to each revenue and expense scenario. We discounted the projected cash flows using rates specific to Pullmantur’s reporting unit based on its weighted-average cost of capital, which was determined to be 11% . The fair value of Pullmantur's goodwill was estimated as of August 31, 2015, the date of the last impairment test, at which point it was fully impaired.
(2)
We estimated the fair value of our indefinite-life intangible asset using a discounted cash flow model and the relief-from-royalty method. These trademarks and trade names relate to Pullmantur and we have used a discount rate of 11.5% , comparable to the rate used in valuing the Pullmantur reporting unit. The fair value of these assets were estimated as of August 31, 2015, the date of the last impairment test, at which point they were fully impaired.
(3)
We estimated the fair value of our long-lived assets using the market approach for the aircraft and a blended indication from the cost and market approaches for the vessels as of August 31, 2015, the date of the last impairment test, including depreciation through December 31, 2015. We believe this amount estimates fair value as of December 31, 2015. A significant input in performing the fair value assessments for these assets was comparable market transactions.

We have master International Swaps and Derivatives Association (“ISDA”) agreements in place with our derivative instrument counterparties. These ISDA agreements provide for final close out netting with our counterparties for all positions in the case of default or termination of the ISDA agreement. We have determined that our ISDA agreements provide us with rights of setoff on the fair value of derivative instruments in a gain position and those in a loss position with the same counterparty. We have elected not to offset such derivative instrument fair values in our consolidated balance sheets.

As of December 31, 2015 and December 31, 2014 , no cash collateral was received or pledged under our ISDA agreements. See Credit Related Contingent Features for further discussion on contingent collateral requirements for our derivative instruments.

The following table presents information about the Company’s offsetting of financial assets under master netting agreements with derivative counterparties:


F-31

Table of Contents
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
 
Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
 
 
As of December 31, 2015
 
As of December 31, 2014
 
 
Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet
 
Gross Amount of Eligible Offsetting
Recognized
Derivative Liabilities
 
Cash Collateral
Received
 
Net Amount of
Derivative Assets
 
Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet
 
Gross Amount of Eligible Offsetting
Recognized
Derivative Assets
 
Cash Collateral
Received
 
Net Amount of
Derivative Assets
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives subject to master netting agreements
 
$
134,574

 
$
(129,815
)
 
$

 
$
4,759

 
$
63,981

 
$
(63,981
)
 
$

 
$

Total
 
$
134,574

 
$
(129,815
)
 
$

 
$
4,759

 
$
63,981

 
$
(63,981
)
 
$

 
$


The following table presents information about the Company’s offsetting of financial liabilities under master netting agreements with derivative counterparties:

 
 
Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
 
 
As of December 31, 2015
 
As of December 31, 2014
 
 
Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet
 
Gross Amount of Eligible Offsetting
Recognized
Derivative Assets
 
Cash Collateral
Pledged
 
Net Amount of
Derivative Liabilities
 
Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet
 
Gross Amount of Eligible Offsetting
Recognized
Derivative Liabilities
 
Cash Collateral
Pledged
 
Net Amount of
Derivative Liabilities
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives subject to master netting agreements
 
$
(1,044,292
)
 
$
129,815

 
$

 
$
(914,477
)
 
$
(767,635
)
 
$
63,981

 
$

 
$
(703,654
)
Total
 
$
(1,044,292
)
 
$
129,815

 
$

 
$
(914,477
)
 
$
(767,635
)
 
$
63,981

 
$

 
$
(703,654
)
Derivative Instruments
We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We manage these risks through a combination of our normal operating and financing activities and through the use of derivative financial instruments pursuant to our hedging practices and policies. The financial impact of these hedging instruments is primarily offset by corresponding changes in the underlying exposures being hedged. We achieve this by closely matching the notional amount, term and conditions of the derivative instrument with the underlying risk being hedged. Although certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, we do not hold or issue derivative financial instruments for trading or other speculative purposes. We monitor our derivative positions using techniques including market valuations and sensitivity analyses.
We enter into various forward, swap and option contracts to manage our interest rate exposure and to limit our exposure to fluctuations in foreign currency exchange rates and fuel prices. These instruments are recorded on the balance sheet at their fair value and the vast majority are designated as hedges. We also use non-derivative financial instruments designated as hedges of our net investment in our foreign operations and investments.

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Table of Contents
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


At inception of the hedge relationship, a derivative instrument that hedges the exposure to changes in the fair value of a firm commitment or a recognized asset or liability is designated as a fair value hedge. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability is designated as a cash flow hedge.
Changes in the fair value of derivatives that are designated as fair value hedges are offset against changes in the fair value of the underlying hedged assets, liabilities or firm commitments. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are recognized in earnings. The foreign currency transaction gain or loss of our non-derivative financial instruments and the changes in the fair value of derivatives designated as hedges of our net investment in foreign operations and investments are recognized as a component of Accumulated other comprehensive loss along with the associated foreign currency translation adjustment of the foreign operation.
On an ongoing basis, we assess whether derivatives used in hedging transactions are "highly effective" in offsetting changes in the fair value or cash flow of hedged items. We use the long-haul method to assess hedge effectiveness using regression analysis for each hedge relationship under our interest rate, foreign currency and fuel hedging programs. We apply the same methodology on a consistent basis for assessing hedge effectiveness to all hedges within each hedging program (i.e., interest rate, foreign currency and fuel). We perform regression analyses over an observation period of up to three years, utilizing market data relevant to the hedge horizon of each hedge relationship. High effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the changes in the fair values of the derivative instrument and the hedged item. The determination of ineffectiveness is based on the amount of dollar offset between the change in fair value of the derivative instrument and the change in fair value of the hedged item at the end of the reporting period. If it is determined that a derivative is not highly effective as a hedge or hedge accounting is discontinued, any change in fair value of the derivative since the last date at which it was determined to be effective is recognized in earnings. In addition, the ineffective portion of our highly effective hedges is immediately recognized in earnings and reported in Other income (expense) in our consolidated statements of comprehensive income (loss).
Cash flows from derivative instruments that are designated as fair value or cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows subsequent to the date of discontinuance are classified within investing activities. Cash flows from derivative instruments not designated as hedging instruments are classified as investing activities.
We consider the classification of the underlying hedged item’s cash flows in determining the classification for the designated derivative instrument’s cash flows. We classify derivative instrument cash flows from hedges of benchmark interest rate or hedges of fuel expense as operating activities due to the nature of the hedged item. Likewise, we classify derivative instrument cash flows from hedges of foreign currency risk on our newbuild ship payments as investing activities and derivative instrument cash flows from hedges of foreign currency risk on debt payments as financing activities.
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates to our long-term debt obligations including future interest payments. At December 31, 2015 , approximately 31.2% of our long-term debt was effectively fixed as compared to 28.5% as of December 31, 2014 . We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.
Market risk associated with our long-term fixed rate debt is the potential increase in fair value resulting from a decrease in interest rates. We use interest rate swap agreements that effectively convert a portion of our fixed-rate debt to a floating-rate basis to manage this risk. At December 31, 2015 and December 31, 2014 , we maintained interest rate swap agreements on the $420.0 million fixed rate portion of our Oasis of the Seas unsecured amortizing term loan and on the $650.0 million unsecured senior notes due 2022. The interest rate swap agreements on Oasis of the Seas debt effectively changed the interest rate on the balance of the unsecured term loan, which was $210.0 million as of December 31, 2015 , from a fixed rate of 5.41% to a LIBOR-based floating rate equal to LIBOR plus 3.87% , currently approximately 4.40% . The interest rate swap agreements on the $650.0 million unsecured senior notes effectively changed the interest rate of the unsecured senior notes from a fixed rate of 5.25% to a LIBOR-based floating rate equal to LIBOR plus 3.63% , currently approximately 3.99% . These interest rate swap agreements are accounted for as fair value hedges.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Market risk associated with our long-term floating rate debt is the potential increase in interest expense from an increase in interest rates. We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage this risk. At December 31, 2015 , we maintained forward-starting interest rate swap agreements that hedge the anticipated unsecured Euro amortizing term loan that will finance a portion of our purchase of Harmony of the Seas . Forward-starting interest rate swaps hedging the Harmony of the Seas loan will effectively convert the interest rate for €693.4 million , or approximately $753.7 million based on the exchange rate at December 31, 2015, of the anticipated loan balance from EURIBOR plus 1.15% to a fixed rate of 2.26% (inclusive of margin) beginning in May 2016. In addition, at December 31, 2015, we maintained forward-starting interest rate swap agreements that hedge the anticipated unsecured amortizing term loan that will finance our purchase of Ovation of the Seas . Forward-starting interest rate swaps hedging the Ovation of the Seas loan will effectively convert the interest rate for $830.0 million of the anticipated loan balance from LIBOR plus 1.00% to a fixed rate of 3.16% (inclusive of margin) beginning in April 2016. These interest rate swap agreements are accounted for as cash flow hedges.
In addition, at December 31, 2015 and December 31, 2014 , we maintained interest rate swap agreements on our Celebrity Reflection term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the Celebrity Reflection unsecured amortizing term loan balance of approximately $490.9 million from LIBOR plus 0.40% to a fixed rate (including applicable margin) of 2.85% through the term of the loan. Additionally, at December 31, 2015 and December 31, 2014, we maintained interest rate swap agreements on our Quantum of the Seas term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the Quantum of the Seas unsecured amortizing term loan balance of approximately $673.8 million from LIBOR plus 1.30% to a fixed rate of 3.74% (inclusive of margin) through the term of the loan. Furthermore, at December 31, 2015 and December 31, 2014, we maintained interest rate swap agreements on our Anthem of the Seas term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the Anthem of the Seas unsecured amortizing term loan balance of approximately $694.8 million from LIBOR plus 1.30% to a fixed rate of 3.86% (inclusive of margin) through the term of the loan. These interest rate swap agreements are accounted for as cash flow hedges.
The notional amount of interest rate swap agreements related to outstanding debt and on our current unfunded financing arrangements as of December 31, 2015 and 2014 was $4.3 billion and $2.9 billion , respectively.
Foreign Currency Exchange Rate Risk
Derivative Instruments
Our primary exposure to foreign currency exchange rate risk relates to our ship construction contracts denominated in Euros, our foreign currency denominated debt and our international business operations. We enter into foreign currency forward contracts, collar options and cross currency swap agreements to manage portions of the exposure to movements in foreign currency exchange rates. As of December 31, 2015 , the aggregate cost of our ships on order, not including the TUI Cruises' ships on order, was approximately $7.8 billion , of which we had deposited $546.5 million as of such date. Approximately 58.2% and 28.8% of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate at December 31, 2015 and 2014 , respectively. The majority of our foreign currency forward contracts, collar options and cross currency swap agreements are accounted for as cash flow, fair value or net investment hedges depending on the designation of the related hedge.
On a regular basis, we enter into foreign currency forward contracts and, from time to time, we utilize cross-currency swap agreements to minimize the volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than our functional currency or the functional currencies of our foreign subsidiaries. During 2015 , we maintained an average of approximately $514.4 million of these foreign currency forward contracts. These instruments are not designated as hedging instruments. In 2015 , 2014 and 2013 changes in the fair value of the foreign currency forward contracts were losses of approximately $55.5 million , $48.6 million and $19.3 million , respectively, which offset gains arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of $34.6 million , $49.5 million and $13.4 million , respectively. These changes were recognized in earnings within Other income (expense) in our consolidated statements of comprehensive income (loss).
We consider our investments in our foreign operations to be denominated in relatively stable currencies and of a long-term nature. As of December 31, 2015, we maintained foreign currency forward contracts and designated them as hedges of a portion of our net investment in TUI Cruises of €302.0 million , or approximately $328.3 million , based on the exchange rate at December 31, 2015 . These forward currency contracts mature in April 2016.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The notional amount of outstanding foreign exchange contracts, including our forward contracts and collar options, as of December 31, 2015 and 2014 was $2.4 billion and $3.0 billion , respectively.
Non-Derivative Instruments
We also address the exposure of our investments in foreign operations by denominating a portion of our debt in our subsidiaries' and investments' functional currencies and designating it as a hedge of these subsidiaries and investments. We designated debt as a hedge of our net investments in Pullmantur and TUI Cruises for €139.4 million , or approximately $168.7 million , through December 31, 2014 . As of December 31, 2015, no debt was designated as a hedge of our net investments in Pullmantur and TUI Cruises.
Fuel Price Risk
Our exposure to market risk for changes in fuel prices relates primarily to the consumption of fuel on our ships. We use fuel swap agreements and fuel call options to mitigate the financial impact of fluctuations in fuel prices.
Our fuel swap agreements are accounted for as cash flow hedges. At December 31, 2015 , we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2019 . As of December 31, 2015 and 2014 , we had the following outstanding fuel swap agreements:
 
Fuel Swap Agreements
 
As of December 31, 2015
 
As of December 31, 2014
 
(metric tons)
2015

 
806,000

2016
930,000

 
802,000

2017
854,000

 
525,000

2018
583,000

 
226,000

2019
231,000

 

 
Fuel Swap Agreements
 
As of December 31, 2015
 
As of December 31, 2014
 
(% hedged)
Projected fuel purchases for year:
 
 
 
2015

 
58
%
2016
65
%
 
55
%
2017
59
%
 
35
%
2018
40
%
 
15
%
2019
15
%
 
%
At December 31, 2015 and 2014 , $321.0 million and $223.1 million , respectively, of estimated unrealized net loss associated with our cash flow hedges pertaining to fuel swap agreements were expected to be reclassified to earnings from Accumulated other comprehensive loss within the next twelve months. Reclassification is expected to occur as the result of fuel consumption associated with our hedged forecasted fuel purchases.

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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The fair value and line item caption of derivative instruments recorded within our consolidated balance sheets were as follows:
 
Fair Value of Derivative Instruments
 
Asset Derivatives
 
Liability Derivatives
 
Balance Sheet
Location
 
As of December 31, 2015
 
As of December 31, 2014
 
Balance Sheet
Location
 
As of December 31, 2015
 
As of December 31, 2014
 
 
Fair Value
 
Fair Value
 
 
Fair Value
 
Fair Value
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
Derivatives designated as hedging instruments under ASC 815-20 (1)
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
Other assets
 
$

 
$

 
Other long-term liabilities
 
$
67,371

 
$
65,768

Foreign currency forward contracts
Derivative financial instruments
 
93,996

 

 
Derivative financial instruments
 
320,873

 
17,619

Foreign currency forward contracts
Other assets
 

 
63,981

 
Other long-term liabilities
 

 
164,627

Foreign currency collar options
Derivative financial instruments
 

 

 
Derivative financial instruments
 

 
21,855

Fuel swaps
Derivative financial instruments
 

 

 
Derivative financial instruments
 
307,475

 
227,512

Fuel swaps
Other assets
 

 

 
Other long-term liabilities
 
325,055

 
270,254

Total derivatives designated as hedging instruments under ASC 815-20
 
 
93,996

 
63,981

 
 
 
1,020,774

 
767,635

Derivatives not designated as hedging instruments under ASC 815-20
 
 
 
 
 
 
 
 
 
 
 
Foreign currency forward contracts
Derivative Financial Instruments
 
32,339

 

 
Derivative financial instruments
 

 

Fuel swaps
Derivative financial instruments
 
8,239

 

 
Derivative financial instruments
 
23,518

 

Total derivatives not designated as hedging instruments under ASC 815-20
 
 
40,578

 

 
 
 
23,518

 

Total derivatives
 
 
$
134,574

 
$
63,981

 
 
 
$
1,044,292

 
$
767,635

___________________________________
(1)
Accounting Standard Codification 815-20 " Derivatives and Hedging."
The carrying value and line item caption of non-derivative instruments designated as hedging instruments recorded within our consolidated balance sheets were as follows:
 
 
 
 
Carrying Value
Non-derivative instrument designated as
hedging instrument under ASC 815-20
 
Balance Sheet Location
 
As of December 31, 2015
 
As of December 31, 2014
(In thousands)
 
 
 
 
 
 
Foreign currency debt
 
Long-term debt
 
$

 
$
168,718


 

 
$

 
$
168,718

The effect of derivative instruments qualifying and designated as hedging instruments and the related hedged items in fair value hedges on the consolidated statements of comprehensive income (loss) were as follows:

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
 
Location of Gain
(Loss)
Recognized in
Income on
Derivative and
Hedged Item
 
Amount of Gain (Loss)
Recognized in
Income on Derivative
 
Amount of Gain (Loss)
Recognized in
Income on Hedged Item
Derivatives and related Hedged Items
under ASC 815-20 Fair Value Hedging
Relationships
 
Year Ended December 31, 2015
 
Year Ended December 31, 2014
 
Year Ended December 31, 2015
 
Year Ended December 31, 2014
(In thousands)
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
 
Interest expense, net of interest capitalized
 
$
11,276

 
$
12,217

 
$
15,743

 
$
17,403

Interest rate swaps
 
Other income (expense)
 
10,779

 
42,530

 
(7,533
)
 
(34,304
)

 

 
$
22,055

 
$
54,747

 
$
8,210

 
$
(16,901
)
The effect of derivative instruments qualifying and designated as cash flow hedging instruments on the consolidated financial statements was as follows:
 
 
Amount of Gain (Loss)
Recognized in OCI
on Derivative
(Effective Portion)
 
Location of Gain
(Loss) Reclassified
from Accumulated
OCI into Income
(Effective Portion)
 
Amount of Gain (Loss)
Reclassified from Accumulated
OCI into Income
(Effective Portion)
 
Location of Gain
(Loss) Recognized
in Income on
Derivative
(Ineffective
Portion and Amount Excluded from
Effectiveness
Testing)
 
Amount of Gain (Loss)
Recognized in Income
on Derivative (Ineffective
Portion and
Amount
Excluded from
Effectiveness testing)
Derivatives under
ASC 815-20 Cash Flow
Hedging Relationships
 
Year Ended December 31, 2015
 
Year Ended December 31, 2014
 
 
Year Ended December 31, 2015
 
Year Ended December 31, 2014
 
 
Year Ended December 31, 2015
 
Year Ended December 31, 2014
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cross currency swaps
 
$

 
$

 
Interest expense
 
$

 
$
(261
)
 
Other income (expense)
 
$

 
$

Interest rate swaps
 
(52,602
)
 
(113,116
)
 
Interest expense
 
(36,401
)
 
(15,264
)
 
Other income (expense)
 
38

 
(99
)
Foreign currency forward contracts
 
(141,470
)
 
(246,627
)
 
Depreciation and amortization expenses
 
(2,871
)
 
(1,887
)
 
Other income (expense)
 

 
(34
)
Foreign currency forward contracts
 

 

 
Other income (expense)
 
7,580

 
(4,291
)
 
Other income (expense)
 

 

Foreign currency forward contracts
 

 

 
Interest expense
 

 
(57
)
 
Other income (expense)
 

 

Foreign currency collar options
 
(64,559
)
 
(44,028
)
 
Depreciation and amortization expenses
 
(1,605
)
 

 
Other income (expense)
 

 

Fuel swaps
 

 

 
Other income (expense)
 
(9,583
)
 

 
Other income (expense)
 

 

Fuel swaps
 
(439,040
)
 
(515,324
)
 
Fuel
 
(248,744
)
 
(27,984
)
 
Other income (expense)
 
(487
)
 
(14,936
)
 
 
$
(697,671
)
 
$
(919,095
)
 
 
 
$
(291,624
)
 
$
(49,744
)
 
 
 
$
(449
)
 
$
(15,069
)

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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The effect of non-derivative instruments qualifying and designated as net investment hedging instruments on the consolidated financial statements was as follows:
 
 
Amount of Gain (Loss)
Recognized in OCI
(Effective Portion)
 
Location of Gain
(Loss) in Income
(Ineffective Portion
and Amount
Excluded from
Effectiveness Testing)
 
Amount of Gain (Loss) Recognized in Income (Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
Non-derivative instruments under ASC 815-20
Net Investment Hedging Relationships
 
Year Ended December 31, 2015
 
Year Ended December 31, 2014
 
 
Year Ended December 31, 2015
 
Year Ended December 31, 2014
(In thousands)
 

 

 

 

 

Foreign Currency Debt
 
$
8,955

 
$
25,382

 
Other income (expense)
 
$

 
$

 
 
$
8,955

 
$
25,382

 

 
$

 
$

The effect of derivatives not designated as hedging instruments on the consolidated financial statements was as follows:
 
 
 
 
Amount of Gain (Loss) Recognized
in Income on Derivative
Derivatives Not Designated as Hedging
Instruments under ASC 815-20
 
Location of Gain (Loss)
Recognized in Income
on Derivative
 
Year Ended December 31, 2015
 
Year Ended December 31, 2014
(In thousands)
 
 
 
 
 
 
Foreign currency forward contracts
 
Other income (expense)
 
$
(55,489
)
 
$
(48,791
)
Fuel swaps
 
Other income (expense)
 
(175
)
 
(1,795
)

 

 
$
(55,664
)
 
$
(50,586
)
Credit Related Contingent Features
Our current interest rate derivative instruments may require us to post collateral if our Standard & Poor's and Moody's credit ratings remain below specified levels. Specifically, if on the fifth anniversary of entering into a derivative transaction or on any succeeding fifth-year anniversary our credit ratings for our senior unsecured debt were to be rated below BBB- by Standard & Poor's and Baa3 by Moody's, then each counterparty to such derivative transaction with whom we are in a net liability position that exceeds the applicable minimum call amount may demand that we post collateral in an amount equal to the net liability position. The amount of collateral required to be posted following such event will change each time our net liability position increases or decreases by more than the applicable minimum call amount. If our credit rating for our senior unsecured debt is subsequently equal to, or above BBB- by Standard & Poor's or Baa3 by Moody's, then any collateral posted at such time will be released to us and we will no longer be required to post collateral unless we meet the collateral trigger requirement at the next fifth-year anniversary. Currently, our senior unsecured debt credit rating is BB+ with a stable outlook by Standard & Poor's and Ba1 with a stable outlook by Moody's. We currently have seven interest rate derivative hedges that have a term of at least five years . The aggregate fair values of all derivative instruments with such credit-related contingent features in net liability positions as of December 31, 2015 and December 31, 2014 were $67.4 million and $65.8 million , respectively, which do not include the impact of any such derivatives in net asset positions. The earliest that any of the seven interest rate derivative hedges will reach their fifth anniversary is November 2016. Therefore, as of December 31, 2015 , we were not required to post collateral for any of our derivative transactions.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 15. Commitments and Contingencies
Capital Expenditures
Our future capital commitments consist primarily of new ship orders. As of December 31, 2015 , we had three Quantum-class ships and two Oasis-class ships on order for our Royal Caribbean International brand with an aggregate capacity of approximately 23,350 berths. Additionally, we have two "Project Edge" ships on order for our Celebrity Cruises brand with an aggregate capacity of approximately 5,800 berths. The following provides further information on our ship orders:
During 2014, our conditional agreement with STX France to build the fourth Oasis-class ship for Royal Caribbean International became effective. We received commitments for the unsecured financing of the ship for up to 80% of the ship’s contract price through a facility to be guaranteed 100% by COFACE, the official export credit agency of France. The ship will have a capacity of approximately 5,450 berths and is expected to enter service in the second quarter of 2018. In January 2015, we entered into a financing arrangement for the US dollar financing of this ship. Through the financing arrangement, we have the right, but not the obligation, to satisfy the obligations to be incurred upon delivery and acceptance of the vessel under the shipbuilding contract by assuming, at delivery and acceptance, the debt indirectly incurred by the shipbuilder during the construction of the ship. The amount assumed under this arrangement is not to exceed the US dollar equivalent of €931.2 million , or approximately $1.0 billion , based on the exchange rate at December 31, 2015. The loan, if we were to elect assumption at the date of actual delivery, will amortize semi-annually and will mature 12 years following delivery of the ship. Interest on the loan will accrue at a fixed rate of 3.82% (inclusive of the applicable margin).

In 2015, we entered into agreements with Meyer Werft to build the fourth and fifth Quantum-class ships for Royal Caribbean International. We received commitments for the unsecured financing of the ships for up to 80% of each of the ship’s contract price. Hermes has agreed to guarantee to the lenders payment of 95% of the financing. The ships will each have a capacity of approximately 4,150 berths and is expected to enter service in the second quarter of 2019 and the fourth quarter of 2020, respectively.

In 2015, our conditional agreements with STX France to build two ships of a new generation of Celebrity Cruises ships, known as "Project Edge" became effective. We received commitments for the unsecured financing of the ships for up to 80% of the ship’s contract price through a facility to be guaranteed 100% by COFACE. The ships will each have a capacity of approximately 2,900 berths and are expected to enter service in the second half of 2018 and the first half of 2020, respectively.

In 2014, we entered into a credit agreement for the US dollar financing of a portion of the third Oasis-class ship. The credit agreement makes available to us an unsecured term loan in an amount up to the US dollar equivalent of €178.4 million , or approximately $193.9 million , based on the exchange rate at December 31, 2015 . The loan amortizes semi-annually and will mature 12 years following delivery of the ship. At our election, prior to the ship delivery, interest on the loan will accrue either (1) at a fixed rate of 2.53% (inclusive of the applicable margin) or (2) at a floating rate equal to LIBOR plus 1.20% . In connection with this credit agreement, we amended the €892.2 million credit agreement, originally entered into in 2013 to finance the ship, reducing the maximum facility amount to approximately €713.8 million . Both of the facilities are 100% guaranteed by COFACE.
As of December 31, 2015 , the aggregate cost of our ships on order, not including the TUI Cruises' ships on order, was approximately $7.8 billion , of which we had deposited $546.5 million as of such date. Approximately 58.2% of the aggregate cost was exposed to fluctuations in the Euro exchange rate at December 31, 2015 . (Refer to Note 14. Fair Value Measurements and Derivative Instruments ).
Litigation
A class action complaint was filed in June 2011 against Royal Caribbean Cruises Ltd. in the United States District Court for the Southern District of Florida on behalf of a purported class of stateroom attendants employed onboard

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Royal Caribbean International cruise vessels. The complaint alleged that the stateroom attendants were required to pay other crew members to help with their duties and that certain stateroom attendants were required to work back of house assignments without the ability to earn gratuities, in each case in violation of the U.S. Seaman’s Wage Act. In May 2012, the district court granted our motion to dismiss the complaint on the basis that the applicable collective bargaining agreement requires any such claims to be arbitrated. The United States Court of Appeals, 11th Circuit, affirmed the district court’s dismissal and denied the plaintiffs’ petition for re-hearing and re-hearing en banc. In October 2014, the United States Supreme Court denied the plaintiffs’ request to review the order compelling arbitration. Subsequently, approximately 575 crew members submitted demands for arbitration. The demands make substantially the same allegations as in the federal court complaint and are similarly seeking damages, wage penalties and interest in an indeterminate amount. Unlike the federal court complaint, the demands for arbitration are being brought individually by each of the crew members and not on behalf of a purported class of stateroom attendants. In February 2016, we settled this matter as to all demanding crew members in exchange for our payment in the aggregate of an immaterial amount. The settlement is subject to finalization of all settlement documents.

In April 2015, the Alaska Department of Environmental Conservation issued Notices of Violation to Royal Caribbean International and Celebrity Cruises seeking monetary penalties for alleged violations of the Alaska Marine Visible Emission Standards that occurred over the past five years on certain of our vessels. We believe we have meritorious defenses to the allegations and we are cooperating with the state of Alaska. We do not believe that the ultimate outcome of these claims will have a material adverse impact on our financial condition or results of operations and cash flows.
We are routinely involved in other claims typical within the cruise vacation industry. The majority of these claims are covered by insurance. We believe the outcome of such claims, net of expected insurance recoveries, will not have a material adverse impact on our financial condition or results of operations and cash flows.
Operating Leases
In July 2002, we entered into an operating lease denominated in British pound sterling for the Brilliance of the Seas . In December 2014, we terminated the leasing of Brilliance of the Seas and, as part of the agreement, purchased the ship for a net settlement purchase price of approximately £175.4 million or $275.4 million . Refer to Note 5. Property and Equipment for further discussion on the transaction. Prior to the purchase, the lease payments varied based on sterling LIBOR and were included in Other operating expenses in our consolidated statements of comprehensive income (loss). Brilliance of the Seas lease expense amounts were approximately £11.7 million and £12.3 million , or approximately $19.3 million and $19.1 million for the years ended December 31, 2014 and 2013 , respectively.
We are obligated under other noncancelable operating leases primarily for offices, warehouses and motor vehicles. As of December 31, 2015 , future minimum lease payments under noncancelable operating leases were as follows (in thousands):
Year
 
2016
$
22,229

2017
18,774

2018
15,432

2019
12,323

2020
10,806

Thereafter
146,951

 
$
226,515

Total expense for all operating leases amounted to $29.7 million , $52.0 million and $57.5 million for the years 2015 , 2014 and 2013 , respectively.
Other

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Some of the contracts that we enter into include indemnification provisions that obligate us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes, increased lender capital costs and other similar costs. The indemnification clauses are often standard contractual terms and are entered into in the normal course of business. There are no stated or notional amounts included in the indemnification clauses and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses. We have not been required to make any payments under such indemnification clauses in the past and, under current circumstances, we do not believe an indemnification in any material amount is probable.

If (i) any person other than A. Wilhelmsen AS. and Cruise Associates and their respective affiliates (the "Applicable Group") acquires ownership of more than 33% of our common stock and the Applicable Group owns less of our common stock than such person, or (ii) subject to certain exceptions, during any 24 -month period, a majority of the Board is no longer comprised of individuals who were members of the Board on the first day of such period, we may be obligated to prepay indebtedness outstanding under our ship financing facilities, which we may be unable to replace on similar terms. Our other debt agreements also contain change of control provisions that would be triggered by the acquisition of greater than 50% of our common stock by (i) any person or (ii) in the case of our public debt securities, by a person other than a member of the Applicable Group coupled with a ratings downgrade. If this were to occur, it would have an adverse impact on our liquidity and operations.
At December 31, 2015 , we have future commitments to pay for our usage of certain port facilities, marine consumables, services and maintenance contracts as follows (in thousands):
Year
 
2016
$
60,064

2017
60,964

2018
28,437

2019
100,048

2020
28,665

Thereafter
86,556

 
$
364,734



Note 16. Restructuring and Related Impairment Charges

For the years ended December 31, 2014 and December 31, 2013, we incurred the following restructuring and related impairment charges in connection with our profitability initiatives (in thousands):

 
2014
 
2013
Restructuring exit costs
$
4,318

 
$
23,432

Impairment charges

 
33,514

Restructuring and related impairment charges
$
4,318

 
$
56,946


The following are the profitability initiatives:

Consolidation of Global Sales, Marketing, General and Administrative Structure


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Table of Contents
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


One of our profitability initiatives related to restructuring and consolidation of our global sales, marketing and general and administrative structure. Activities related to this initiative include the consolidation of most of our call centers located outside of the United States and the establishment of brand dedicated sales, marketing and revenue management teams in key priority markets. This resulted in the elimination of approximately 500 shore-side positions in 2013, primarily from our international markets, resulting in the recognition of a liability for one-time termination benefits during the year ended December 31, 2013. Additionally, we incurred contract termination costs and other related costs consisting of legal and consulting fees to implement this initiative.

As a result of these actions, we incurred restructuring exit costs of $1.1 million and $18.2 million for the years ended December 31, 2014 and December 31, 2013, respectively, which are reported in Restructuring and related impairment charges in our consolidated statements of comprehensive income (loss). The costs incurred in 2014 are mainly related to discretionary bonus payments paid to persons whose positions were eliminated as part of our restructuring activities.

In connection with this initiative, we incurred approximately $7.4 million of other costs during 2014 that primarily consisted of call center transition costs and accelerated depreciation on lease hold improvements and were classified within Marketing, selling and administrative expenses and Depreciation and amortization expenses, respectively, in our consolidated statements of comprehensive income (loss). During 2014, we completed the restructuring activities related to this initiative.

Pullmantur Restructuring

Restructuring Exit Costs

In the fourth quarter of 2013, we moved forward with an initiative related to Pullmantur’s focus on its cruise business and its expansion in Latin America. Activities related to this initiative included the sale of Pullmantur's non-core businesses. This resulted in the elimination of approximately 100 Pullmantur shore-side positions and the recognition of a liability for one-time termination benefits during the fourth quarter of 2013. In the second quarter of 2014, we elected not to execute the dismissal of approximately 30 of the positions which resulted in a partial reversal of the liability. Additionally, we incurred contract termination costs and other related costs consisting of legal and consulting fees to implement this initiative.

As a result of these actions, we incurred restructuring exit costs of $3.2 million and $5.3 million for the years ended December 31, 2014 and December 31, 2013, respectively, which are reported in Restructuring and related impairment charges in our consolidated statements of comprehensive income (loss).

In connection with this initiative, we incurred approximately $8.9 million of other costs during 2014, associated with placing operating management closer to the Latin American market that was classified within Marketing, selling and administrative expenses in our consolidated statements of comprehensive income (loss). During 2014, we completed the restructuring activities related to this initiative.

Sale of Pullmantur Non-core Businesses

As part of our Pullmantur related initiatives, on March 31, 2014, Pullmantur sold the majority of its interest in its non-core businesses. These non-core businesses included Pullmantur’s land-based tour operations, travel agency and 49% interest in its air business. In connection with the sale agreement, we retained a 19% interest in each of the non-core businesses as well as 100% ownership of the aircraft which are being dry leased to Pullmantur Air. Consistent with our Pullmantur two-month lag reporting period, we reported the impact of the sale in the second quarter of 2014. Refer to Note 1. General for information on the basis on which we prepare our consolidated financial statements.

The sale resulted in a gain of $0.6 million recognized during the year ended December 31, 2014, inclusive of the release of cumulative translation adjustment losses, which is classified within Other operating expenses in our consolidated statements of comprehensive income (loss). As part of the sale, we agreed to maintain commercial and

F-42

Table of Contents
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


bank guarantees on behalf of the buyer for a maximum period of twelve months and extended a term loan facility to Nautalia due June 30, 2016. We recorded the fair value of the guarantees and a loss reserve for the loan amount drawn, offsetting the gain recognized by $5.5 million . Refer to Note 13. Changes in Accumulated Other Comprehensive Income (Loss) for further information on the release of the foreign currency translation losses.

The non-core businesses met the accounting criteria to be classified as held for sale during the fourth quarter of 2013 which resulted in restructuring related impairment charges of $20.0 million in 2013 to adjust the carrying value of assets held for sale to their fair value, less cost to sell. Additionally, the fair value of Pullmantur's aircraft were determined to be less than their carrying value and a restructuring related impairment charge of $13.5 million was also recognized in earnings during the fourth quarter of 2013. These impairment charges were reported within Restructuring and related impairment charges in our consolidated statements of comprehensive income (loss). As of December 31, 2013, assets and liabilities held for sale were not material to our consolidated balance sheet and no longer exist as of December 31, 2014. The businesses did not meet the criteria for discontinued operations reporting as a result of our significant continuing involvement.


Note 17. Quarterly Selected Financial Data (Unaudited)
 
(In thousands, except per share data)
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Total revenues (1)
$
1,815,599

 
$
1,887,224

 
$
2,058,322

 
$
1,980,043

 
$
2,523,100

 
$
2,388,762

 
$
1,902,053

 
$
1,817,826

Operating income (2)(3)
$
105,682

 
$
97,466

 
$
261,297

 
$
195,587

 
$
258,005

 
$
529,462

 
$
249,918

 
$
119,344

Net income (2)(3)(4)
$
45,230

 
$
26,457

 
$
184,967

 
$
137,673

 
$
228,787

 
$
490,248

 
$
206,799

 
$
109,768

Earnings per share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.21

 
$
0.12

 
$
0.84

 
$
0.62

 
$
1.04

 
$
2.20

 
$
0.95

 
$
0.50

Diluted
$
0.20

 
$
0.12

 
$
0.84

 
$
0.62

 
$
1.03

 
$
2.19

 
$
0.94

 
$
0.49

Dividends declared per share
$
0.30

 
$
0.25

 
$
0.30

 
$
0.25

 
$
0.38

 
$
0.30

 
$
0.38

 
$
0.30

___________________________________
(1)
Our revenues are seasonal based on the demand for cruises. Demand is strongest for cruises during the Northern Hemisphere's summer months and holidays.
(2)
Amounts for the third quarter of 2015 include an impairment charge of $411.3 million to write down Pullmantur's goodwill, trademarks and trade names and certain long-lived assets to their fair value. Amounts for the third quarter of 2014 include a loss of $17.4 million due to the sale of Celebrity Century .
(3)
Amounts for the third and fourth quarters of 2014 include an aggregate increase to operating income and net income of $16.3 million and $36.8 million , respectively, due to the change in our voyage proration methodology as of September 30, 2014. Refer to Note 2. Summary of Significant Accounting Policies for further information.
(4)
Amount for the third quarter of 2015 includes a tax benefit of $12.0 million related to the Pullmantur impairment. Amount for the fourth quarter of 2014 includes a $33.5 million tax benefit related to the reversal of a deferred tax asset valuation allowance due to Spanish tax reform. Refer to Note 12. Income Taxes for further information.

F-43
EXHIBIT 10.4

EXECUTION COPY
AMENDMENT No. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT No. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”), dated February 5, 2016, is among ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation ( the “ Borrower ”), the various financial institutions as are parties to the Credit Agreement referred to below (collectively, the “ Lenders ”) and BNP PARIBAS FORTIS S.A./N.V., as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders.
PRELIMINARY STATEMENTS
(1)    The Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of May 7, 2009, as amended and restated as of October 9, 2009 pursuant to Amendment No. 1 to the Credit Agreement, as amended as of October 9, 2009 pursuant to Amendment No. 2 to the Credit Agreement, as amended as of September 23, 2011 pursuant to Amendment No. 3 to the Credit Agreement, as further amended and restated pursuant to Amendment No. 4 to the Credit Agreement dated as of March 26, 2012 and as further amended and restated as of March 14, 2014 pursuant to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of March 7, 2014 (such Credit Agreement as in effect immediately prior to giving effect to this Amendment, the “ Existing Credit Agreement ” and, as amended hereby, the “ Restated Credit Agreement ”);
(2)    The Borrower, the Lenders and the Administrative Agent have agreed to amend the Existing Credit Agreement as hereinafter set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Amendment to the Existing Credit Agreement . In consideration of the mutual covenants in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Administrative Agent and the Lenders agree that the Existing Credit Agreement is, subject to the satisfaction of the conditions precedent set forth in Section 3, hereby amended on the Restatement Effective Date (as hereinafter defined) in its entirety to read as set forth in Appendix I hereto.
SECTION 2. Conditions of Effectiveness of Restated Credit Agreement . The Restated Credit Agreement shall become effective in accordance with the terms of this Amendment on the date (the “ Restatement Effective Date ”) each of the following conditions has been satisfied to the reasonable satisfaction of the Administrative Agent:
(a)    This Amendment shall have become effective in accordance with Section 3 and the Administrative Agent shall have received duly executed signature pages to this Amendment from each party hereto.
(b)    All invoiced expenses required to be paid by the Borrower pursuant to Section 6 below or that the Borrower has otherwise agreed in writing to pay, have been paid, in each case on or prior to the Restatement Effective Date.
(c)    The representations and warranties set forth in Section 4 are true as of the Restatement Effective Date.

1


    

SECTION 3. Conditions of Effectiveness . This Amendment shall become effective as of the date hereof; provided that (i) Finnvera has provided written consent to the amendments to the Existing Credit Agreement as set forth in Section 2 herein, (ii) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Required Lenders and each Lender with an outstanding Tranche B Loan denominated in Dollars or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and (iii) the Borrower shall have paid to the Administrative Agent for the account of each Tranche B Lender holding Tranche B Loans denominated in Dollars an amendment fee equal to 0.20% of the aggregate outstanding principal amount of the Tranche B Loans denominated in Dollars of such Lender.
SECTION 4. Representations and Warranties of the Borrower . To induce the Lenders to enter into this Amendment, the Borrower represents and warrants that, as of the date hereof and as of the Restatement Effective Date:
(a)    The representations and warranties contained in Article VI of the Restated 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, 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 has occurred and is continuing.
SECTION 5. Reference to and Effect on the Existing Credit Agreement . On and after the Restatement Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Restated Credit Agreement.
SECTION 6. Costs and Expenses . The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent and Finnvera in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other documents to be delivered hereunder (including, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent, FEC and Finnvera) in accordance with the terms of Section 12.3 of the Restated Credit Agreement.
SECTION 7. Designation . In accordance with the Restated Credit Agreement, each of the Lenders and the Facility Agent designates this Amendment as a Loan Document.
SECTION 8. 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 shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 9. Governing Law . This Amendment shall be deemed to be a contract made under, and shall be governed by, the laws of the State of New York.
SECTION 10. Incorporation of Terms. The provisions of Sections 12.13 and 12.16 of the Existing Credit Agreement shall be incorporated into this Amendment as if set out in full in this Amendment and as if references in those sections to “this Agreement” were references to this Amendment.

2


    

SECTION 11. Defined Terms . Capitalized terms not otherwise defined in the Amendment shall have the same meanings as specified in the Restated Credit Agreement.

[ Remainder of page intentionally left blank .]

3




IN WITNESS WHEREOF , the parties to this Amendment have caused this Amendment to be duly executed and delivered as of the date first above written.

ROYAL CARIBBEAN CRUISES LTD.,
as Borrower
By /s/ Antje M. Gibson
Name: Antje M. Gibson
Title: Vice President, Treasurer

OASIS FACILITY AMENDMENT – SIGNATURE PAGE

    

BNP PARIBAS FORTIS S.A./N.V.,
as Administrative Agent

By /s/ Thierry Lengelé
Name: Thierry Lengelé
Title: Head of Agency, Corporate & Investment Banking
By /s/ Gilles Masson Name: Gilles Masson
Title: Senior Director, Project Finance EMEA

OASIS FACILITY AMENDMENT – SIGNATURE PAGE
    

    

BNP PARIBAS FORTIS S.A./N.V.,
as Lender

By /s/ Thierry Lengelé
Name: Thierry Lengelé
Title: Head of Agency, Corporate & Investment Banking
By /s/ Gilles Masson
Name: Gilles Masson
Title: Senior Director, Project Finance EMEA

OASIS FACILITY AMENDMENT – SIGNATURE PAGE
    

    

NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
as Lender

By /s/ Martin Lunder
Name: Martin Lunder
Title: Senior Vice President
By /s/ Lynn Sauro
Name: Lynn Sauro
Title: Vice President



OASIS FACILITY AMENDMENT – SIGNATURE PAGE
    

    

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL),
as Lender

By /s/ Penny Neville-Park
Name: Penny Neville-Park
Title:
By /s/ Malcolm Stonehouse
Name: Malcolm Stonehouse
Title: Client Executive

OASIS FACILITY AMENDMENT – SIGNATURE PAGE
    

    

FINNISH EXPORT CREDIT LTD.,
as Lender

By /s/ Anita Muona
Name: Anita Muona
Title: Managing Director




OASIS FACILITY AMENDMENT – SIGNATURE PAGE
    



Appendix I

    

    


Appendix I
to Amendment No. 1 to the Amended and Restated Credit Agreement


$840,000,000 and 159,429,092 Euro
AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of May 7, 2009
amended and restated as of March 26, 2012
amended and restated as of March 14, 2014
further amended and restated as of February 5, 2016
among
ROYAL CARIBBEAN CRUISES LTD.,
as the Borrower,
BNP PARIBAS S.A.
NORDEA BANK FINLAND PLC, NEW YORK BRANCH

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
as Mandated Lead Arrangers and Bookrunners
BNP PARIBAS FORTIS S.A./N.V.
NORDEA BANK FINLAND PLC, NEW YORK BRANCH
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
FINNISH EXPORT CREDIT
as Lenders
and
BNP PARIBAS FORTIS S.A./N.V.
as Administrative Agent


    



TABLE OF CONTENTS
 
 
 
 
PAGE

ARTICLE I
 
 
 
DEFINITIONS AND ACCOUNTING TERMS
 
 
 
SECTION 1.1. Defined Terms
1

 
 
SECTION 1.2. Use of Defined Terms
14

 
 
SECTION 1.3. Cross-References
14

 
 
SECTION 1.4. Accounting and Financial Determinations
14

 
 
ARTICLE II
 
 
 
COMMITMENTS, BORROWING PROCEDURES
 
 
 
SECTION 2.1. Commitments
15

 
 
SECTION 2.2. [Intentionally omitted.]
16

 
 
SECTION 2.3. [Intentionally omitted.]
16

 
 
SECTION 2.4. Funding
16

 
 
SECTION 2.5. Evidence of Debt
17

 
 
ARTICLE III
 
 
 
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
 
 
 
SECTION 3.1. Repayments and Prepayments
17

 
 
SECTION 3.2. Interest Provisions
18

 
 
SECTION 3.3. Amendment Fee
20

 
 
SECTION 3.4. Finnvera Guarantee Premiums
20

 
 
SECTION 3.5. Residual Risk Gurantee Premiums
21

 
 
SECTION 3.6. [Intentionally omitted]
21

 
 
SECTION 3.7. [Intentionally omitted]
21

 
 
ARTICLE IV
 
 
 
CERTAIN APPLICABLE FLOATING RATE AND OTHER PROVISIONS
 
 
 

i

    

SECTION 4.1. Applicable Floating Rate Lending Unlawful
21

 
 
SECTION 4.2. Deposits Unavailable
22

 
 
SECTION 4.3. Increased Floating Rate Loan Costs, etc
23

 
 
SECTION 4.4. Funding Losses
24

 
 
SECTION 4.5. Increased Capital Costs
25

 
 
SECTION 4.6. Taxes
26

 
 
SECTION 4.7. Reserve Costs
28

 
 
SECTION 4.8. Replacement Lenders, etc.
29

 
 
SECTION 4.9. Payments, Computations, etc.
30

 
 
SECTION 4.10. Sharing of Payments
30

 
 
SECTION 4.11. Setoff
31

 
 
SECTION 4.12. Use of Proceeds
31

 
 
ARTICLE V
 
 
 
CONDITIONS TO BORROWING
 
 
 
SECTION 5.1. Advance of the Loan
31

 
 
SECTION 5.2. Conditions to Effectiveness
32

 
 
ARTICLE VI
 
 
 
REPRESENTATIONS AND WARRANTIES
 
 
 
SECTION 6.1. Organization, etc.
32

 
 
SECTION 6.2. Due Authorization, Non-Contravention, etc
32

 
 
SECTION 6.3. Government Approval, Regulation, etc
33

 
 
SECTION 6.4. Compliance with Environmental Laws
33

 
 
SECTION 6.5. Validity, etc
33

 
 
SECTION 6.6. Financial Information
33

 
 
SECTION 6.7. No Default or Prepayment Event
34

 
 
SECTION 6.8. Litigation
34

 
 
SECTION 6.9. Vessels
34

 
 
SECTION 6.10. Subsidiaries
34

 
 
SECTION 6.11. Obligations rank pari passu
35

 
 

ii

    

SECTION 6.12. Withholding, etc.
35

 
 
SECTION 6.13. No Filing, etc.
35

 
 
SECTION 6.14. No Immunity
35

 
 
SECTION 6.15. Pension Plans
35

 
 
SECTION 6.16. Investment Company Act
35

 
 
SECTION 6.17. Regulation U
35

 
 
SECTION 6.18. Accuracy of Information
36

 
 
ARTICLE VII
 
 
 
COVENANTS
 
 
 
SECTION 7.1. Affirmative Covenants
36

 
 
SECTION 7.2. Negative Covenants
39

 
 
ARTICLE VIII
 
 
 
EVENTS OF DEFAULT
 
 
 
SECTION 8.1. Listing of Events of Default
44

 
 
SECTION 8.2. Action if Bankruptcy
46

 
 
SECTION 8.3. Action if Other Event of Default
46

 
 
ARTICLE IX
 
 
 
PREPAYMENT EVENTS
 
 
 
SECTION 9.1. Listing of Prepayment Events
47

 
 
SECTION 9.2. Mandatory Prepayment
48

 
 
ARTICLE X
 
 
 
[Intentionally omitted.]
 
 
 
 
 
ARTICLE XI
 
 
 
THE ADMINISTRATIVE AGENT
 
 
 

iii

    

SECTION 11.1. Actions
49

 
 
SECTION 11.2. [Intentionally omitted.]
50

 
 
SECTION 11.3. Exculpation
50

 
 
SECTION 11.4. Successor
50

 
 
SECTION 11.5. Loans by the Administrative Agent
52

 
 
SECTION 11.6. Credit Decisions
52

 
 
SECTION 11.7. Copies, etc.
52

 
 
SECTION 11.8. Agency Fee
52

 
 
ARTICLE XII
 
 
 
MISCELLANEOUS PROVISIONS
 
 
 
SECTION 12.1. Waivers, Amendments, etc
53

 
 
SECTION 12.2. Notices
53

 
 
SECTION 12.3. Payment of Costs and Expenses
55

 
 
SECTION 12.4. Indemnification
55

 
 
SECTION 12.5. Survival
57

 
 
SECTION 12.6. Severability
57

 
 
SECTION 12.7. Headings
57

 
 
SECTION 12.8. Execution in Counterparts, Effectiveness, etc
57

 
 
SECTION 12.9. Governing Law
57

 
 
SECTION 12.10. Successors and Assigns
58

 
 
SECTION 12.11. Sale and Transfer of Loans; Participations in Loans
58

 
 
SECTION 12.12. Other Transactions
60

 
 
SECTION 12.13. Forum Selection and Consent to Jurisdiction
60

 
 
SECTION 12.14. Process Agent
61

 
 
SECTION 12.15. Judgment
61

 
 
SECTION 12.16. Waiver of Jury Trial
62

 
 
SECTION 12.17. Reference Lender Information
62



iv

    

SCHEDULES

SCHEDULE I    -    Disclosure Schedule
SCHEDULE II    -    Repayment Schedule

EXHIBITS

Exhibit A    -    Form of Note
Exhibit B    -    [Intentionally omitted]
Exhibit C    -    [Intentionally omitted]
Exhibit D    -    [Intentionally omitted]
Exhibit E    -    Form of Lender Assignment Agreement




v



AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 5, 2016, 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 BNP PARIBAS FORTIS S.A./N.V. (“ BNPPF ”), as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders.
W I T N E S S E T H:
WHEREAS, the Lenders made available to Oasis of the Seas Inc., a Liberian corporation (the “ Original Borrower ”), upon the terms and conditions in the Credit Agreement dated as of May 7, 2009, as amended and restated as of October 9, 2009, as further amended, among the Original Borrower, the Borrower (in its capacity as Guarantor), the Lenders and the Administrative Agent (the “ Original Credit Agreement ”), a loan facility to finance up to 80% of the contract price (including change orders) (the “ Contract Price ”) of the passenger cruise ship to be named “Oasis of the Seas” with the Builder’s Hull No. #1363 (the “ Purchased Vessel ”) built by STX Finland Cruise Oy (formerly known as Aker Yards Oy), Turku, Finland (the “ Builder ”);
WHEREAS, the proceeds of such loan facility were provided to the Original Borrower two (2) Business Days prior to the delivery of the Purchased Vessel for the purpose of paying a portion of the Contract Price;
WHEREAS, pursuant to the Assignment and Amendment No. 4 to Credit Agreement dated as of March 26, 2012 (the “ Assignment and Amendment ”), the Original Borrower assigned to the Borrower all of its rights under the Original Credit Agreement, and the Borrower assumed all of the Original Borrower’s obligations under the Original Credit Agreement;
WHEREAS, pursuant to the Assignment and Amendment, the Borrower was released from its obligations as “Guarantor” under the Original Credit Agreement and the Original Credit Agreement was amended and restated (the date of such amendment and restatement being the “ 2012 Restatement Effective Date ”), and was further amended and restated as of March 14, 2014 (as so amended and restated, the “ Existing Credit Agreement ”);
WHEREAS, pursuant to the Amendment No. 1 to the Amended and Restated Credit Agreement (the “ Amendment ”), dated as of the date hereof, and upon satisfaction of the conditions set forth therein, the Existing Credit Agreement is being amended and restated in the form of this Agreement.
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.
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 11.4 .
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.
Agreement ” means, on any date, this Credit Agreement as originally in effect on the Original Effective Date, as amended prior to the Restatement Effective Date, and amended and restated on the Restatement Effective Date and as thereafter from time to time amended, supplemented, amended and restated, or otherwise modified and in effect on such date.
Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates from time to time concerning or relating to bribery or corruption.
Applicable Floating Rate ” means, with respect to Loans denominated in Euro, the EURIBO Rate, and with respect to Loans denominated in Dollars, the LIBO Rate.
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 (i) in respect of the Tranche B Loans denominated in Dollars, on and after February 5, 2016, 1.65% per annum and (ii) in respect of the Tranche B Loans denominated in Euro, 1.58% per annum .
Applicable Premium Rate ” means, as of any date of payment of premiums on the Finnvera Guarantee by the Borrower, the percentage per annum set forth below opposite the Senior Debt Rating on such date provided by S&P and Moody’s:

2

    

Senior Debt Rating
             
Applicable Premium Rate

(S&P)
(Moody’s)
 
 
 
 
BBB or higher
Baa2 or higher
0.77%
BBB-
Baa3
1.01%
BB+
Ba1
1.48%
BB
Ba2
1.96%
BB-
Ba3
2.49%
B+ or lower
B1 or lower
2.97%

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 12.11.1 .
Authorized Officer ” means those officers of the Borrower authorized to act with respect to the Loan Documents to which it is a party and whose signatures and incumbency shall have been certified to the Administrative Agent by the Secretary or an Assistant Secretary of the Borrower.
BNPPF ” is defined in the preamble.
Borrower ” is defined in the preamble.
Borrowing ” means either Tranche A Loans or Tranche B Loans.
Breakage Costs ” means the amount (if any) by which (i) the sum of the present value, discounted at the Reinvestment Rate, of each interest payment that each Tranche A Lender would have received on its share of any amount of Tranche A Loans that are prepaid for the period from the date of receipt of any such prepayment until the Stated Maturity Date of such Tranche A Loans, had the principal amount of such prepayment been repaid in accordance with the repayment schedule as set forth in Schedule II with respect to such Tranche A Loans exceeds (ii) the present value, discounted at the Reinvestment Rate, of the amount that such Tranche A Lender would be able to obtain by investing an amount equal to the aggregate principal amount of such prepayment in an instrument guaranteed by Finnvera plc or the Republic of Finland for a period from the date of such prepayment and until the Stated Maturity Date of such Tranche A Loans.
Builder ” is defined in the first recital.
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 Paris or London or Helsinki, and if the applicable Business Day relates to the Loans, an Interest Period, prepayment or conversion, on which dealings are carried on in the London interbank market and banks are

3

    

open for business in London and on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.
Capital Lease Obligations ” means obligations of any Person or any Subsidiary of such Person 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.
Change of Control ” means an event or series of events by which (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 50% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or (b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.
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 Tranche A Loan or a Tranche B Loan in a specified currency pursuant to Section 2.1.1 of the Original Credit Agreement.

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Communications ” is defined in Section 12.2(b) .
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.
Determination Notice ” is defined in Section 4.2 .
Disclosure Schedule ” means the Disclosure Schedule attached hereto as Schedule I .
Dollar ” and the sign “ $ ” mean lawful money of the United States.
Eligible Assignee ” means (i) Finnvera, (ii) any reinsurer of Finnvera but only to the extent guarantee payments have been made under the Finnvera Guarantee and reimbursed by such reinsurer and (iii) any financial institution acceptable to Finnvera. A financial institution shall be deemed acceptable to Finnvera in the event such financial institution (1) is rated at least BBB- by S&P or Baa3 by Moody’s or, if rated by both S&P and Moody’s, at least BBB- by S&P and Baa3 by Moody’s and (2) is located in a high income OECD member country (as defined from time to time by the World Bank) and there is, and such institution is subject to, sufficient public supervision in its home country.
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 Dollars of Euro on any date, means 1.3172 Dollars for each Euro and (ii) in Euro of Dollars on any date, means Euro 0.759186152 for each Dollar.
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.
Euro ” 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 legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.
EURIBO Rate ” means, relative to any Interest Period for a Loan denominated in Euro, the rate per annum of the offered quotation for deposits in Euro for delivery on the first day of such Interest Period and for the duration thereof which is equal to the Screen Rate at or about 11:00 a.m. (London time) two Business Days before the commencement of such Interest Period, provided that:

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(a)    subject to Section 3.2.5 , if there is no Screen Rate with respect to Euro 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 Euro by prime banks in the London interbank eurocurrency market in an amount approximately equal to the amount of such Loan 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 3.2.3 , 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 Lenders;
and provided that if the EURIBO Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
Event of Default ” is defined in Section 8.1 .
Existing Credit Agreement ” is defined in the fourth recital.
Existing Principal Subsidiaries ” means each Subsidiary of the Borrower that is a Principal Subsidiary on the 2012 Restatement Effective Date.
FEC ” means Finnish Export Credit Ltd., which is a Finnish ultimately state-owned limited liability company.
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.
Finnvera ” means Finnvera plc, a Finnish limited liability company established by law and operating as the official export credit agency in Finland.
Finnvera Commitment Letter ” means the amended and restated commitment letter for Buyer Credit Guarantee BC 169-05, dated April 8, 2009 among Finnvera and the Borrower.
Finnvera Guarantee ” means the Buyer Credit Guarantee Agreement BC 169-05, entered into on May 7, 2009, between Finnvera and the Administrative Agent, as amended from time to time in accordance with the terms hereof and thereof.
Fiscal Quarter ” means any quarter of a Fiscal Year.

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Fiscal Year ” means, with respect to any Person, any annual fiscal reporting period of such Person.
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.
Fixed Rate ” means 5.41% per annum.
Floating Rate ”, with respect to any Tranche B Loan, means interest equal to the sum of the Applicable Floating Rate plus the Floating Rate Applicable Margin.
Floating Rate Applicable Margin ” means either the rate of interest set forth in clause (i) or (ii) of the definition of “Applicable Margin”, as applicable.
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 any Person or any Subsidiary of such Person under, or Indebtedness incurred by such Person or any Subsidiary of such Person to satisfy obligations under, any governmental requirement imposed by any Applicable Jurisdiction that must be complied with to enable such Person and its Subsidiaries to continue their business in such Applicable Jurisdiction, excluding , in any event, any taxes imposed on such Person or any Subsidiary of such Person.
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

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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 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) guarantees by such Person of Indebtedness of others, up to the amount of Indebtedness so guaranteed by such Person; (g) obligations of such Person in respect of surety bonds and similar obligations; and (h) liabilities arising under Hedging Instruments.
Indemnified Liabilities ” is defined in Section 12.4 .
Indemnified Parties ” is defined in Section 12.4 .
Interest Payment Date ” means any date on which interest is payable with respect to Loans pursuant to clause (c) of Section 3.2.4 .
Interest Period ” means, relative to any Loan, (i) the period beginning on (and including) the Original Closing Date and ending on (but excluding) the day which numerically corresponds to such date six months thereafter or, if such month has no numerically corresponding day, on the last Business Day of such month and (ii) for each period subsequent to the period described in clause (i) hereof, the period beginning on (and including) the day on which the previous period ended and ending on (but excluding) the day which numerically corresponds to such date six months thereafter or, if such month has no numerically corresponding day, on the last Business Day of such month; provided that if any 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).
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.

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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 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 a Loan 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 is equal to the Screen Rate at or about 11:00 a.m. (London time) two Business Days before the commencement of such Interest Period; provided that:
(a)    subject to Section 3.2.5 , if there is no Screen Rate 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 such Loan 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 3.2.3 , 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 Lenders;
and provided that if the LIBO Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
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.
Loans ” is defined in Section 2.1 .
Loan Documents ” means this Agreement, the Notes, if any, the Finnvera Guarantee, the Residual Risk Guarantee, the Assignment and Amendment and the Amendment, and each other amendment hereto.
Material Adverse Effect ” means a material adverse effect on (a) the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies of the Administrative Agent or any Lender under or in connection with the Loan

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Documents or (c) the ability of the Borrower to perform its payment Obligations under the Loan Documents to which it is a party.
Material Litigation ” is defined in Section 6.8 .
Moody’s ” means Moody’s Investors Service, Inc.
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 any revolving credit facilities, and
(b)    the issuance and sale of equity securities.
Note ” means a promissory note of the Borrower payable to any Lender, delivered pursuant to a request made under Section 2.5 in substantially 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 Loan 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, the Notes and the other Loan Documents.
Organic Document ” means, relative to any Person, its certificate of incorporation and its by-laws or similar organizational documents.
Original Closing Date ” means the date on which the Loans were advanced, which date is October 26, 2009.
Original Credit Agreement ” is defined in the first recital.
Original Effective Date ” means May 15, 2009.
Participant ” is defined in Section 12.11.2 .

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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.
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.
Platform ” is defined in Section 12.2(b)(1) .
Prepayment Event ” is defined in Section 9.1 .
Principal Subsidiary ” means any Subsidiary of the Borrower that owns a Vessel.
Primary Currency ” is defined in Section 12.15 .
Purchased Vessel ” is defined in the first recital.
Reference Lenders ” means BNP Paribas, London Office, Nordea Bank Finland plc, London Branch and Skandinaviska Enskilda Banken AB (publ), Stockholm Office, and includes each replacement Reference Lender appointed by the Administrative Agent pursuant to Section 3.2.5 .
Reinvestment Rate ” means a rate equal to the sum of (x) the estimated funding cost in Dollars for the Republic of Finland for an amount equal to the aggregate amount of Tranche A Loans that are prepaid for the period from the date of receipt of any such prepayment to the Stated Maturity Date of the Tranche A Loans, as derived by the Finnish State Treasury and (y) 0.90%.
Required Lenders ” means, at any time, Lenders that, in the aggregate, hold at least 66 2/3% of the aggregate unpaid principal amount (based on the Equivalent in Dollars with respect to any portion of the Loans that are denominated in Euro) of the Loans outstanding at such time.
Residual Risk Guarantee ” means a guarantee, governed by Finnish law, of the Residual Risk Guarantee Amount, accrued and unpaid interest in respect of the Tranche A Loans (including default interest) and the costs to Finnvera of enforcing its rights under the Loan Documents, made by the Tranche B Lenders severally, and ratably according to their respective Tranche B Commitment Amounts (determined using the Equivalent in Dollars of any portion of the Tranche B Commitment Amount that is denominated in Euro) in favor of Finnvera.
Residual Risk Guarantee Amount ” means, as of any date, 5% of the aggregate principal amount of the Tranche A Loans outstanding on such date.
Restatement Effective Date ” means the date on which all of the conditions to the effectiveness of the amendment and restatement of the Existing Credit Agreement in the form of

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this Agreement, which are set forth in Section 2 of the Amendment, are satisfied, which date is February 5, 2016.
S&P ” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.
Sanctioned Country ” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (as of February 5, 2016, Crimea, Cuba, Iran, North Korea, Sudan and Syria).
Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member state, or any person owned or controlled by any such Person or Persons, or (b) any Person operating, organized or resident in a Sanctioned Country.
Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.
Screen Rate ” means the percentage rate per annum for the relevant period which appears, in the case of a LIBO Rate, on the LIBOR01 Page and, in the case of a EURIBO Rate, on the EURIBOR01 Page, in each case, of the Reuters Monitor Money Rates Service.
Secondary Currency ” is defined in Section 12.15 .
Senior Debt Rating ” means, as of any date, (a) the implied senior debt rating of the Borrower for its long term senior unsecured, non-credit enhanced debt 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). Each change in the Senior Debt Rating shall be effective as of the date of such change. For purposes of the foregoing:
(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 Premium Rate 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 Premium Rate shall be the percentage per annum set forth opposite the rating one level below the higher of such two Senior Debt Ratings;

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(c)    if at any time a Senior Debt Rating is provided by one of but not both Moody’s and S&P, the Applicable Premium Rate 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 Premium Rate shall be the percentage per annum set forth opposite the Senior Debt Ratings of B+ or lower and B1 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 Finnvera shall have agreed within a further 15-day period (during which period the Borrower and Finnvera 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 be notified to the Administrative Agent and apply for the purposes of this Agreement.
Stated Maturity Date ” means, relative to any Loan, the twelfth anniversary of the Closing Date applicable to such Loan.
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 Original 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.
Supplemental Agreement ” means the Supplemental Agreement, dated as of October 9, 2009, among the Tranche A Lenders, the Administrative Agent and FEC.
Taxes ” is defined in Section 4.6 .
Tranche A Commitment ” means, with respect to any Tranche A Lender, the amount set forth opposite such Lender’s name on the signature pages hereto as such amount may be reduced from time to time in accordance with the terms of this Agreement.
Tranche A Lenders ” means the Lenders identified as Tranche A Lenders on the signature pages hereof and their respective successors and permitted assigns.

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Tranche A Loan ” is defined in Section 2.1 .
Tranche B Commitment ” means, with respect to any Tranche B Lender, the amount set forth opposite such Lender’s name on the signature pages hereto as such amount may be reduced from time to time in accordance with the terms of this Agreement.
Tranche B Commitment Amount ” means, on any date, the sum of $420,000,000 and Euro 159,429,092 (it being understood that the Commitments of Nordea Bank Finland plc, New York Branch, and Skandinaviska Enskilda Banken AB (publ) are denominated in Dollars and the Commitment of BNPPF is denominated in Euro).
Tranche B Lenders ” means the Lenders identified as Tranche B Lenders on the signature pages hereof and their respective successors and permitted assigns.
Tranche B Loan ” is defined in Section 2.1 .
2012 Restatement Effective Date ” is defined in the Preliminary Statements.
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.
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, notice and other communication delivered from time to time in connection with this Agreement or the other Loan Documents.
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, 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 the Borrower elects to apply or is required to apply International Financial Reporting Standards (“ IFRS ”)

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accounting principles in lieu of GAAP, upon any such election and notice to the Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided , further , that if, as a result of (i) any change in GAAP or IFRS or in the interpretation thereof or (ii) the application by the Borrower of IFRS in lieu of GAAP, in each case, 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 or the Administrative Agent) 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
SECTION 2.1. Commitments . On the terms and subject to the conditions of the Original Credit Agreement (including Article V), each Tranche A Lender severally made a loan (relative to such Lender, its “ Tranche A Loan ”) to the Borrower equal to such Lender’s Tranche A Commitment and each Tranche B Lender severally made a loan (relative to such Lender, its “ Tranche B Loan ”, the Tranche A Loans and Tranche B Loans are, collectively, the “ Loans ”) to the Borrower equal to such Lender’s Tranche B Commitment. Any amount of the Loans that is prepaid or repaid may not be reborrowed.
SECTION 2.1.1. [Intentionally omitted.]
SECTION 2.1.2. [Intentionally omitted.]
SECTION 2.1.3. Finnvera Guarantee .
(a) Separate Agreement . The Borrower agrees and acknowledges that the Finnvera Guarantee is a separate arrangement from this Agreement and the Borrower shall not have any right or recourse against any Lender or the Administrative Agent in respect of or arising by

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reason of any payment made by Finnvera to any Lender or the Administrative Agent pursuant to the Finnvera Guarantee.
(b) Obligations . The Borrower acknowledges that its liability to pay in full any sum under this Agreement is totally independent from and in no way conditional upon performance by the Builder of its obligations under the construction contract for the Purchased Vessel or under any agreement related thereto and shall not be affected in any way by any claim which the Borrower may have or may consider that it has against the Builder.
(c) Authorization to Act on Instructions . The Borrower agrees that the Administrative Agent may act on the instructions of Finnvera in relation to this Agreement; provided that such instructions shall otherwise be in accordance with, and as contemplated by, this Agreement and the Administrative Agent shall remain responsible for such actions to the extent contemplated by Article XI and Section 12.4 .
(d) No Claims against the Administrative Agent . The Borrower agrees that in case of any payment to the Lenders or the Administrative Agent pursuant to the Finnvera Guarantee, Finnvera shall, in addition to any other rights which it may have under the Finnvera Guarantee or otherwise, have full rights of subrogation against the Borrower and the Borrower shall not have any claims whatsoever in respect of any loss, damage or expense suffered or incurred by it against the Administrative Agent as a result of such payment by Finnvera.
(e) Amendments to Finnvera Guarantee . The Administrative Agent agrees that it shall not agree to any amendment, waiver or other modification of the Finnvera Guarantee unless the Required Lenders (which, for this purpose, shall include the Tranche A Lenders) have approved such action in writing and that, so long as the Loans have not been accelerated in accordance with Article VIII or required to be prepaid in accordance with Article IX, the Administrative Agent shall not agree to any amendment, waiver or other modification of the Finnvera Guarantee unless the Borrower has approved such action in writing, provided that even if the Loans have been accelerated in accordance with Article VIII or required to be prepaid in accordance with Article IX, no amendment, waiver or other modification of the Finnvera Guarantee may, directly or indirectly, adversely affect the Borrower unless the Borrower has approved such action in writing.
SECTION 2.2. [Intentionally omitted] .
SECTION 2.3. [Intentionally omitted] .
SECTION 2.4. 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.

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SECTION 2.5. Evidence of Debt . (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from the Loan owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Loans. The Borrower agrees that upon notice by any Lender to the Borrower (with a copy of such notice to the Administrative Agent) to the effect that a Note is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Loan owing to such Lender, the Borrower shall promptly execute and deliver to such Lender a Note payable to the order of such Lender in a principal amount equal to the principal amount of the Loan owing to such Lender.
(b)    The Administrative Agent, acting for this purpose as agent for the Borrower, shall maintain a register (the “ Register ”) which shall include recordation of (i) the date and amount of each Borrowing made hereunder, (ii) the terms of each Lender Assignment Agreement delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Borrower hereunder and each Lender’s share thereof.
(c)    Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided , however , that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement.
ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
SECTION 3.1. Repayments and Prepayments . The Borrower shall repay each Loan in twenty-four equal semi-annual installments on the last day of each Interest Period with respect to such Loan, as set forth on Schedule II hereto.
In addition, the Borrower
(a)    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 (determined using the Equivalent in Dollars of any portion of the Loans that are denominated in Euro) and applied in forward order of maturity, inverse order of

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maturity or ratably among all remaining installments, as the Borrower shall designate to the Administrative Agent; provided that at any time, the Borrower may prepay in full the Tranche B Loans (without prepaying any Tranche A Loans) so long as such Tranche B Loans have been substantially contemporaneously refinanced with loans made by one or more Lenders or one or more Eligible Assignees that become party to this Agreement as Lenders by execution of and delivery to the Borrower and the Administrative Agent of (x) counterparts of this Agreement or (y) an assignment in accordance with Section 12.11.1 (any such loans being “Tranche B Loans” and having the identical terms as the Tranche B Loans so prepaid, other than the rate of interest and tenor applicable to such loans, which rate of interest and tenor shall be as agreed between the Borrower and such financial institution, except that in no event shall the final maturity of such loans be later than the twelfth anniversary of the Closing Date of the Tranche B Loans);
(ii)    other than as expressly provided in Section 3.1(a)(iii) , all such voluntary prepayments shall require at least five Business Days prior written notice to the Administrative Agent;
(iii)    such voluntary prepayment shall require three Business Days prior written notice to the Administrative Agent if such prepayment is to be made on the last day of an Interest Period with respect to the Loans being so prepaid and there is only one Interest Period applicable to all of the Loans; and
(iv)    all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or, in the case of the portion of the Loan denominated in Euro, the Equivalent in Euro) (or the remaining amount of the Loans being prepaid);
(b)    [Reserved]; and
(c)    shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2 , repay all Loans.
Each prepayment or repayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4 and shall be accompanied by accrued interest.
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 Payable by the Borrower . (a) The Borrower shall pay interest on the Tranche A Loans at a rate per annum during each Interest Period with respect to the Tranche A Loans equal to the Fixed Rate.

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(b)    The Borrower shall pay interest on the Tranche B Loans at a rate per annum during each Interest Period with respect to the Tranche B Loans equal to the sum of the Applicable Floating Rate for such Interest Period plus the Floating Rate Applicable Margin.
(c)    Each Loan 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.
(d)    All interest hereunder shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
SECTION 3.2.2. Rates Payable to the Lenders . (a) Upon receipt of the applicable funds from the Borrower, the Administrative Agent shall pay interest on the Tranche A Loans to the Tranche A Lenders at a rate per annum as set forth in Section 3.2.1(a) .
(b)    Upon receipt of the applicable funds from the Borrower, the Administrative Agent shall pay interest on the Tranche B Loans to the Tranche B Lenders at a rate per annum as set forth in Section 3.2.1(b) in the currency of their respective Tranche B Commitment Amounts.
SECTION 3.2.3. Post-Maturity Rates . After the date any principal amount of any Loan is due and payable (whether on the maturity, 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 (b) 2% per annum.
SECTION 3.2.4. 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 Interest Period with respect to such Loan; and
(d)    on any Loan 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 of the Borrower arising under this Agreement or any Note after the date such amount is due and payable (whether on maturity, upon acceleration or otherwise) shall be payable upon demand of the Administrative Agent.

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SECTION 3.2.5. Interest Rate Determination; Replacement Reference Lenders . Each Reference Lender agrees to furnish to the Administrative Agent timely information for the purpose of determining the Applicable Floating Rate in the event that no offered quotation appears on the relevant page of the Reuters Monitor Money Rates Service and the Applicable Floating 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 to the Borrower and to the Lenders each determination of the Applicable Floating Rate made by reference to quotations of interest rates furnished by Reference Lenders (it being understood that the Administrative Agent shall not be required to disclose to any party hereto (other than the Borrower) any information regarding any Reference Lender or any rate quoted by a Reference Lender, including, without limitation, whether a Reference Lender has provided a rate or the rate provided by any individual Reference Lender).
SECTION 3.3. Amendment Fee . The Borrower agrees to pay to the Administrative Agent, for the account of and as agent for each Tranche B Lender holding Tranche B Loans denominated in Dollars, an amendment fee (the “ Amendment Fees ”) in an amount equal to the product of 0.20% multiplied by the principal amount of the Tranche B Loans denominated in Dollars of each Tranche B Lender outstanding on the Restatement Effective Date and shall be payable on or before the fifth Business Day after the Restatement Effective Date.
SECTION 3.4. Finnvera Guarantee Premiums . The premiums on the Finnvera Guarantee shall accrue and be payable in accordance with this Section 3.4 .
(a)    The Borrower shall pay to the Administrative Agent, for the account of and as agent for Finnvera, semi-annually in advance on the twentieth (20 th ) Business Day preceding the first day of each Interest Period for each Tranche A Loan an amount equal to the product of the Applicable Premium Rate as of the immediately preceding Business Day and the outstanding principal amount of the Tranche A Loans to be outstanding for such Interest Period in the currency of such Tranche A Loans, after giving effect to any repayment scheduled to be paid after such date but prior to the first day of such Interest Period, multiplied by the actual number of days in such Interest Period, divided by 360, in the currency of such Tranche A Loans. The Administrative Agent shall pay the premium on the Finnvera Guarantee received from the Borrower to Finnvera semi-

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annually in advance on the Business Day immediately preceding the first day of each Interest Period for such Loans.
(b)    The Borrower shall pay to the Administrative Agent, for the account of and as agent for Finnvera, semi-annually in advance on the twentieth (20 th ) Business Day preceding the first day of each Interest Period for each Tranche B Loan an amount equal to the product of the Applicable Premium Rate as of the immediately preceding Business Day and the outstanding principal amount of the Tranche B Loans to be outstanding for such Interest Period in the currency of such Tranche B Loans, after giving effect to any repayment scheduled to be paid after such date but prior to the first day of such Interest Period, multiplied by the actual number of days in such Interest Period, divided by 360, in the currency of such Tranche B Loans. The Administrative Agent shall pay the premium on the Finnvera Guarantee received from the Borrower to Finnvera semi-annually in advance on the Business Day immediately preceding the first day of each Interest Period for such Loans.
(c)        At the direction of the Borrower, premiums on the Finnvera Guarantee received by the Administrative Agent pursuant to this Section 3.4 shall be placed by the Administrative Agent on demand or fixed rate deposit, as directed by the Borrower, as soon as possible after receipt thereof and interest shall accrue thereon at the London Interbank Bid Rate until such time as the Administrative Agent pays such premiums to Finnvera. The Administrative Agent shall release interest earned pursuant to the immediately preceding sentence to the Borrower on the first day of the relevant Interest Period.
SECTION 3.5. Residual Risk Guarantee Premiums . The premiums on the Residual Risk Guarantee shall accrue and be payable in accordance with this Section 3.5 . On and after March 5, 2014, the Borrower shall pay to the Administrative Agent for the ratable account of and as agent for the Tranche B Lenders semi-annually in arrears in Dollars on the last day of each Interest Period for each Tranche A Loan an amount equal to the product of 0.25% per annum and the daily outstanding principal amount of the Tranche A Loan, multiplied by the actual number of days elapsed, divided by 360. The Administrative Agent shall pay the premium on the Residual Risk Guarantee received from the Borrower to the Tranche B Lenders semi-annually in arrears on the last day of each Interest Period with respect to the Tranche A Loans.
SECTION 3.6. [Intentionally omitted] .
SECTION 3.7. [Intentionally omitted] .
ARTICLE IV

CERTAIN APPLICABLE FLOATING RATE AND OTHER PROVISIONS
SECTION 4.1. Applicable Floating Rate Lending Unlawful . If after the Original Effective Date the introduction of or any change in or in the

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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 continue or maintain any Loan bearing interest at a rate based on the Applicable Floating Rate, the obligations of such Lender to continue or maintain any Loan bearing interest at a rate based on the Applicable Floating 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 continue and maintain its Loan hereunder shall be automatically converted into an obligation to continue and maintain a Loan bearing interest at a rate to be negotiated between such Lender and the Borrower that is the equivalent of the sum of the Applicable Floating Rate for the relevant Interest Period plus the Floating Rate Applicable Margin or, if such negotiated rate is not agreed upon by the Borrower and such Lender within fifteen Business Days, in the case of Loans denominated in Dollars, a rate equal to the Floating Rate Applicable Margin plus the greater of (w) the rate publicly announced by BNP Paribas’s New York office as its “prime rate” and (x) Federal Funds Rate from time to time in effect plus 0.50% per annum and, in the case of Loans denominated in Euro, a rate equal to the Floating Rate Applicable Margin plus the greater of (y) the average of the rates publicly announced by Skandinaviska Enskilda Banken AB’s and Nordea Bank’s head offices as their “prime rates” for loans in Euro and (z) the Central European Bank’s rate for the Main Refinancing Operations (MRO) in effect plus 0.50% per annum.
SECTION 4.2. Deposits Unavailable . If, with respect to the Tranche B Loans:
(a)    the Administrative Agent shall have determined that deposits in the relevant amount, denominated in the relevant currency and for the relevant Interest Period are not available to the Reference Lenders in their relevant market;
(b)    the Administrative Agent shall have determined that by reason of circumstances affecting the Reference Lenders’ relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to Floating Rate Loans denominated in Dollars and/or Euro; or
(c)    before the close of business in London on the date of determination of the Applicable Floating Rate for the relevant Interest Period or period, Lenders holding a majority of the aggregate unpaid principal amount of Loans (based on the Equivalent in Dollars with respect to any portion of the Loans that are denominated in Euro) determine that the cost to them of obtaining matching deposits in the relevant interbank market for the relevant currency in respect of any Loan would be in excess of the Applicable Floating Rate;
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

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and the Administrative Agent shall enter into negotiations in good faith in order to agree upon a mutually satisfactory interest rate (or rates) 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) prior to the date occurring fifteen Business Days after the giving of such Determination Notice, the interest rate (or rates) payable to the Lenders to take effect at the end of the Interest Period current at the date of the Determination Notice shall be equal to, in the case of Loans denominated in Dollars, the Floating Rate Applicable Margin plus the greater of (w) the rate publicly announced by BNP Paribas’s New York office as its “prime rate” and (x) Federal Funds Rate from time to time in effect plus 0.50% per annum and, in the case of Loans denominated in Euro, the Floating Rate Applicable Margin plus the greater of (y) the average of the rates publicly announced by Skandinaviska Enskilda Banken AB’s and Nordea Bank’s head offices as their “prime rates” for loans in Euro and (z) the Central European Bank’s rate for the Main Refinancing Operations (MRO) in effect plus 0.50% per annum.
SECTION 4.3. Increased Floating Rate Loan Costs, etc . If, after the Original Effective Date, 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 including, without limitation, any agency of the European Union or similar monetary or multinational 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 portion of the Loans 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, capital adequacy or liquidity 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 portion of the Loans,

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and the result of any of the foregoing is either (i) to increase the cost to such Lender of continuing 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 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 and as agent for 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 . (a) In the event any Lender shall incur any loss or expense (other than loss of profits, business or anticipated savings).by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to continue or maintain any portion of the principal amount of any Loan as a Floating Rate Loan as a result of any conversion or repayment or prepayment of the principal amount of the Tranche B Loans on a date other than the scheduled last day of an Interest Period with respect to the Tranche B Loans, whether pursuant to Section 3.1 or otherwise, 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

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Lender for such loss or expense. Such written notice shall include calculations in reasonable detail setting forth the loss or expense to such Lender.
(b)    In the event any Lender shall incur any Breakage Costs by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to continue or maintain any portion of the principal amount of any Loan as a Fixed Rate Loan as a result of any conversion or repayment or prepayment of the principal amount of the Tranche A Loans on a date other than a scheduled repayment date for such Tranche A Loans as set forth in Schedule II hereto, whether pursuant to Section 3.1 or otherwise, 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 Breakage Costs.  Such written notice shall include calculations in reasonable detail setting forth the Breakage Costs to such Lender.
SECTION 4.5. Increased Capital Costs . If, after the Original Effective Date, 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 the Loan 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 or liquidity 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

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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 or under the Finnvera Commitment Letter 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 Finnvera’s or any Lender’s net income or receipts of Finnvera or such Lender and franchise taxes imposed in lieu of net income taxes or receipts by the jurisdiction under the laws of which Finnvera or 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 hereunder or under the Finnvera Commitment Letter 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 and as agent for Finnvera or the Lenders, as the case may be, such additional amount or amounts as is necessary to ensure that the net amount actually received (including any Taxes on such additional amounts) by Finnvera or each Lender will equal the full amount Finnvera or such Lender would have received had no such withholding or deduction been required.
Moreover, if any Taxes are directly asserted against the Administrative Agent, Finnvera or any Lender with respect to any payment received or paid by the Administrative Agent, Finnvera or such Lender hereunder, under the Finnvera Commitment Letter or under or in connection with any other Loan Document, the Administrative Agent, Finnvera or such Lender may pay such

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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 amounts) shall equal the amount such Person would have received had no such Taxes been asserted.
Any Person claiming any additional amounts payable pursuant to this Section 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 Finnvera or the respective Lenders, the required receipts or other required documentary evidence, the Borrower shall indemnify Finnvera and the Lenders for any incremental withholding Taxes, interest or penalties or expenses that may become payable by Finnvera or any Lender as a result of any such failure (except to the extent that such amount becomes payable as a result of the failure of Finnvera or 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 Finnvera or 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 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

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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.
If Finnvera should be come subrogated to the rights of any Lender under this Agreement then, for the purposes of the two paragraphs immediately preceding, the term “Lender “ shall be deemed to include Finnvera.
The Borrower shall have no obligation under this Section 4.6 to pay any indemnity or gross-up amount to Finnvera, any Lender or the Administrative Agent to the extent that the Borrower has paid an amount with respect to that Tax to any party pursuant to any other provision of any Loan Document, the Finnvera Commitment Letter or the Lenders’ Commitment Letter.
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 any Interest Period relevant to such Lender’s Loan, 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 Floating Rate Applicable Margin) and the denominator of which is one minus any increase after the Original 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.
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.

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SECTION 4.8. Replacement Lenders, etc . If the Borrower shall be required to make any payment to any Lender pursuant to Section 4.3 , 4.5 , 4.6 or 4.7 , or if the Borrower shall elect to prepay the Loans pursuant to the proviso in Section 3.1(a)(i) , 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) prepay the affected portion of such Lender’s Loan in full, together with accrued interest thereon through the date of such prepayment and any amounts due in connection with such prepayment pursuant to Section 4.4 ( provided that the Borrower shall not prepay any such Lender pursuant to this clause (a) without replacing such Lender pursuant to the following clause (b) until a 30-day period shall have elapsed during which the Borrower and the Administrative Agent shall have attempted in good faith to replace such Lender), and/or (b) replace such Lender with another Lender or an Eligible Assignee either (x) by, if an Eligible Assignee is not a Lender, becoming a party to this Agreement as a Lender by execution of and delivery to the Borrower and the Administrative Agent of counterparts of this Agreement, and such Lender or Eligible Assignee refinancing any Loans prepaid pursuant to clause (a) above with loans made by such Lender or Eligible Assignee (any such loans being “Tranche B Loans” and having the identical terms as the Tranche B Loans so prepaid, other than the rate of interest applicable to and the tenor of such loans, which rate of interest and tenor shall be as agreed between the Borrower and such financial institution, except that in no event shall the final maturity of such loans be later than the twelfth anniversary of the Original Closing Date with respect to the Tranche B Loans), or (y) pursuant to an assignment in accordance with Section 12.11.1 , 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 and the Residual Risk Guarantee, 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 principal amount of the Loan 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 Original Effective Date (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 , 4.5 , 4.6 and 4.7 to or for account of such Lender.

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SECTION 4.9. Payments, Computations, etc . 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 (determined using the Equivalent in Dollars of any portion of the Loans that are denominated in Euro) of and as agent for 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 12:00 noon, London time, in the case of payments made in Euro, and 11:00 a.m. New York time, in the case of payments made in Dollars, 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 or Euro, as applicable), 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 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 in respect of Loans denominated in Dollars shall be paid in Dollars and all interest and fees in respect of Loans denominated in Euro shall be payable in Euro, and in each case 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 be made on the next succeeding Business Day (unless the next succeeding Business Day is the first Business Day of a calendar month, in which case such payment shall be made on the Business Day preceding the first Business Day of such calendar month) 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, 4.7 and 12.11 and except as otherwise provided in Sections 3.1(a) and 4.12 , to the extent such Sections permit prepayment of Loans on a non-ratable basis) 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 (determined using the Equivalent in Dollars of any portion of the Loans that are denominated in Euro) with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from

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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 4.11 ) 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 continuance of an Event of Default or Prepayment Event, each Lender shall have, to the extent permitted by applicable law, the right to appropriate and apply to the payment of the Obligations owing to it any and all balances, credits, deposits, accounts or moneys of the Borrower then or thereafter maintained with such Lender; provided that any such appropriation and application shall be subject to the provisions of Section 4.10 . Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff under applicable law or otherwise) which such Lender may have.
SECTION 4.12. Use of Proceeds . The Original Borrower applied the proceeds of the Borrowings in accordance with the first 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. Advance of the Loan . The obligation of the Lenders to fund the Borrowings made on the Original Closing Date was subject to the prior

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or concurrent satisfaction of each of the conditions precedent set forth in Section 5.1 and Section 5.2 of the Original Credit Agreement.
SECTION 5.2. Conditions to Effectiveness . The conditions to the effectiveness of the amendment and restatement of the Existing Credit Agreement in the form of this Agreement are set forth in Section 2 of the Amendment.
ARTICLE VI

REPRESENTATIONS AND WARRANTIES
To induce the Lenders and the Administrative Agent to enter into this Agreement, the Borrower represents and warrants to the Administrative Agent and each Lender as set forth in this Article VI as of the Restatement Effective Date (except as otherwise stated).
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 to which it is a party and to perform its 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 to which it is a party, 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 except as would not reasonably be expected to result in a Material Adverse Effect;
(c)    contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect;
(d)    contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or

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(e)    result in, or require the creation or imposition of, any Lien on any of the properties of the Borrower except as would not reasonably be expected to result in a Material Adverse Effect.
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 to which it is a party (except for authorizations or approvals not required to be obtained on or prior to the Restatement Effective Date that have been obtained or actions not required to be taken on or prior to the Restatement Effective Date that have been taken). 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 Restatement 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 Laws . The Borrower is in compliance with all applicable laws, rules, regulations and orders, except to the extent that the failure to so comply does not and could not reasonably be expected to have a Material Adverse Effect, and the Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Borrower and its Subsidiaries and, to the knowledge of the Borrower, their respective officers, employees, directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions, in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
SECTION 6.5. Validity, etc . This Agreement constitutes, and each of the other Loan Documents 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, 2010, 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

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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, 2010 and the results of their operations for the Fiscal Year then ended. Since December 31, 2010 there has been no material adverse change in the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole.
SECTION 6.7. No Default or Prepayment Event . No Default or Prepayment Event has occurred and is continuing.
SECTION 6.8. 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 its 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 6.9. Vessels .
The Borrower represents and warrants that 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 6.9(b) of the Disclosure Schedule,
(c)    classed as required by Section 7.1.4.A(b) ,
(d)    free of all 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.A .
SECTION 6.10. Subsidiaries . The Borrower has no Principal Subsidiaries on the Restatement Effective Date, except those Principal Subsidiaries which are identified in Item 6.10 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.

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SECTION 6.11. 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 other than Indebtedness preferred as a matter of law.
SECTION 6.12. Withholding, etc . As of the Restatement Effective Date, no payment to be made by the Borrower under any Loan Document to which it is a party is subject to any withholding or like tax imposed by any Applicable Jurisdiction.
SECTION 6.13. 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 Restatement Effective Date that have been made).
SECTION 6.14. No Immunity . The Borrower is subject to civil and commercial law with respect to its 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 its Obligations (to the extent such suit, court jurisdiction, judgment, attachment, set-off, execution, legal process or remedy would otherwise be permitted or exist).
SECTION 6.15. Pension Plans . To the extent that, at any time after the Original Effective Date, there are any Pension Plans, no Pension Plan shall have been terminated, 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 6.16. Investment Company Act . The Borrower is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
SECTION 6.17. 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.

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SECTION 6.18. 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, if any, 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 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 Obligations have been paid in full, the Borrower will perform its obligations set forth in this Section 7.1 .
SECTION 7.1.1. Financial Information, Reports, Notices, etc .
SECTION 7.1.1. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent (with sufficient copies for distribution to each Lender and Finnvera, as the case may be) the following financial statements, reports, notices and information:
(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

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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 the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole;
(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;
(h)    as soon as the Borrower becomes aware thereof, notice of any suspension or revocation of the Purchased Vessel’s classification; and
(i)    such other information (x) respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries, (y) respecting the transactions and documents related to the Purchased Vessel or the delivery of the Purchased Vessel or (z) as may be required to enable the Administrative Agent to obtain the full benefit of the Finnvera Guarantee, as any Lender or Finnvera, in either case through the Administrative Agent, may from time to time reasonably request;
provided , however , that information required to furnished to the Administrative Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Administrative Agent when available free of charge on the Borrower’s website at http://www.rclinvestor.com or the website of the U.S. Securities and Exchange Commission at http://www.sec.gov.
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

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approvals as may be required for (a) the Borrower to perform its obligations under this Agreement and the other Loan Documents to which it is a party 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;
(d)    compliance with all applicable Environmental Laws; and
(e)    compliance with all anti-money laundering and anti-corrupt practices laws and regulations applicable to the Borrower, including by not making or causing to be made any offer, gift or payment, consideration or benefit of any kind to anyone, either directly or indirectly, as an inducement or reward for the performance of any of the transactions contemplated by this agreement to the extent the same would be in contravention of such applicable laws; and
(f)    The Borrower will maintain in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions.
SECTION 7.1.4. Vessels .
SECTION 7.1.4.A. 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

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(b)    cause each Vessel to be kept in such condition as will entitle her to classification by a classification society of recognized standing.
SECTION 7.1.4.B. The Borrower will cause Oasis of the Seas Inc. to cause the Purchased Vessel to be exclusively operated by or chartered to the Borrower or one of the Borrower’s wholly-owned Subsidiaries, provided that the Borrower or such wholly-owned Subsidiary may charter out the Purchased Vessel on a time charter with a stated duration not in excess of one year.
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.
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 and upon reasonable prior notice, 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 Obligations have been paid and performed in full, the Borrower will perform its obligations applicable to it set forth in this Section 7.2 .
SECTION 7.2.1. Business Activities .
SECTION 7.2.1. The Borrower will not, and will not permit any of its Subsidiaries to, engage in any principal business activity other than those engaged in by the Borrower and its Subsidiaries on the Original Effective Date and other business activities reasonably related thereto.
SECTION 7.2.2. Indebtedness .
SECTION 7.2.2. The Borrower will not permit any of the Existing Principal Subsidiaries (or any other Principal Subsidiary that, after the 2012 Restatement Effective Date, has acquired a Vessel owned by an Existing Principal Subsidiary on the 2012 Restatement Effective Date) 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:

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(a)    Indebtedness secured by Liens of the type described in Section 7.2.3 ;
(b)    Indebtedness owing to the Borrower or a wholly owned direct or indirect Subsidiary of the Borrower;
(c)    Indebtedness incurred to finance, refinance or refund the cost (including the cost of construction) of assets acquired after the 2012 Restatement Effective Date; and
(d)    Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted to be secured under Section 7.2.3(c) , at any one time outstanding not exceeding the greater of (determined at the time of creation of such Lien or the incurrence of such Indebtedness, as applicable) (x) 5.0% 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 and (y) $ 735 ,000,000.
SECTION 7.2.3. Liens .
SECTION 7.2.3. 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)    [Intentionally omitted];
(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 Original Effective Date) acquired after the Original 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;
(c)    in addition to other Liens permitted under this Section 7.2.3 , Liens securing Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted under Section 7.2.2(d) , at any one time outstanding not exceeding the greater of (determined at the time of creation of such Lien or the incurrence of such indebtedness, as applicable) (x) 5.0% 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) $735,000,000, 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

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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 Original Effective Date by the Borrower or any of its Subsidiaries (other than by (x) any Subsidiary that is an Existing Principal Subsidiary (or other Principal Subsidiary subject to the limitations of Section 7.2.2 ) 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 Original 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 of the Borrower or its Subsidiaries;
(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;
(l)    Liens on Vessels that:
(i)    secure obligations covered (or reasonably expected to be covered) by insurance;

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(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.
(m)    normal and customary rights of setoff upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of setoff or similar rights in favor of banks or other depository institutions; and
(n)    Liens in respect of rights of setoff, recoupment and holdback in favor of credit card processors securing obligations in connection with credit card processing services incurred in the ordinary course of business
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, 2007 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 .
SECTION 7.2.5. 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
(a)    the Borrower or any direct or indirect wholly owned Subsidiary of the Borrower; and
(b)    other Investments by the Principal Subsidiaries in an aggregate amount not to exceed $100,000,000 at any time outstanding.
SECTION 7.2.6. Consolidation, Merger, etc .

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SECTION 7.2.6. 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 (i) 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 or (ii) merge with and into another Person in connection with a sale or other disposition permitted by Section 7.2.7 ; and
(b)    so long as no Event of Default or Prepayment Event 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 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 to which it is a party.
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 at the time of any such sale:
(i)    the aggregate net book value of all such assets sold during each fiscal year does not exceed an amount equal to the greater of (x) 12.5% of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (y) $675,000,000; and
(ii)    to the extent any asset has a fair market value in excess of $250,000,000 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);

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(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;
(d)    sales of other assets in the ordinary course of business; and
(e)    sales of assets between or among the Borrower and Subsidiaries of the Borrower.
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, the fees provided for in Section 11.8 , the Finnvera Guarantee Premium or the Residual Risk Guarantee Premium, provided that in the case of a default in the payment of interest on any Loan, the Finnvera Guarantee Premium or the Residual Risk Guarantee Premium, 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 the Administrative Agent, and in the case of any other amount (other than payment of principal of any Loan), 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 or under any other Loan Document (including any certificates delivered pursuant to Article V) is or shall be incorrect in any material respect when made.
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 to which it is a party (other than the covenants set forth in Sections 4.12 and 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 $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding

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Indebtedness hereunder or with respect to the Hedging Instruments) 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, (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) 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 (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); or (d) 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 thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness). 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)    Any termination of a Pension Plan by the Borrower, any members of its Controlled Group or any other Person 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 $100,000,000; 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).

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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 60 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 60-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 entry of an order for relief or shall remain for 60 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 60-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 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 shall at

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the request, or may with the consent, of the Required Lenders and Finnvera, by notice to the Borrower, declare all of the outstanding principal amount of the Loans and other Obligations to be due and payable, 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.
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 of Control . There occurs any Change of Control.
SECTION 9.1.2. [Intentionally omitted]
SECTION 9.1.3. Unenforceability . Any Loan Document to which it is a party 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 counsel to the Borrower set forth as Exhibit A-2 to the Assignment and Amendment 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 applicable to the Borrower set forth in Sections 4.12 or 7.2.4 .
SECTION 9.1.6. Judgments . Any judgment or order for the payment of money in excess of $100,000,000 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

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(b)    there shall be any period of 30 consecutive 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.
SECTION 9.1.8. Arrest . Any Vessel or Vessels shall be arrested and the same shall continue unremedied for at least 20 days, unless the same would not have a Material Adverse Effect.
SECTION 9.1.9. Unenforceability of Finnvera Guarantee . The Finnvera Guarantee shall be fully or partially withdrawn, suspended, terminated, revoked or cancelled or shall otherwise cease to be the legally valid, binding and enforceable obligation of Finnvera except if caused solely by the action or inaction of the holder or beneficiary of the Finnvera Guarantee.
SECTION 9.1.10. Change in Ownership of Oasis of the Seas Inc . The Borrower ceases to own beneficially directly or indirectly at least 100% of the issued stock carrying voting rights of Oasis of the Seas Inc.
SECTION 9.1.11. Total Loss . The Purchased Vessel is or becomes a Total Loss and the period of one hundred eighty days from such Total Loss has elapsed. “Total Loss” for these purposes shall mean an actual, constructive, agreed, compromised or arranged total loss of the Purchased Vessel or a requisition for title or other compulsory acquisition of the Purchased Vessel otherwise than by requisition for hire.
SECTION 9.1.12. Sale/Disposal of Purchased Vessel . The Purchased Vessel is sold, transferred or otherwise disposed of by the Borrower other than to a wholly-owned Subsidiary of the Borrower.
SECTION 9.1.13. [Intentionally omitted] .
SECTION 9.1.14. Prepayment Triggered Under Finnvera Guarantee . The Administrative Agent shall have received written notice from Finnvera that a Specified Event (as defined in the Finnvera Guarantee) shall have occurred and be continuing.
SECTION 9.2. Mandatory Prepayment . If any Prepayment Event shall occur and be continuing, the Administrative Agent shall at the request, or may with the consent, of the Required Lenders and Finnvera, by notice to the Borrower 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).

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ARTICLE X

[Intentionally omitted]
ARTICLE XI

THE ADMINISTRATIVE AGENT
SECTION 11.1. Actions . Each Lender hereby appoints BNPPF, 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, each of its Affiliates and their respective officers, advisors, directors and employees, according to such Lender’s pro rata share of the Loans (determined using the Equivalent in Dollars of any portion of the Loans denominated in Euro), from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel) that may 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 (determined using the Equivalent in Dollars of any portion of the Loans that is denominated in Euro) 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,

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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 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 11.2. [Intentionally omitted.]
SECTION 11.3. Exculpation . Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable to any Lender or Finnvera 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 as 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 12.11.1; (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 11.4. Successor . The Administrative 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 Administrative Agent for such resigning Administrative Agent has been appointed as provided in this Section 11.4 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at any time shall resign, the Required Lenders shall, subject to the consent of the Borrower and FEC, in its capacity as Tranche A Lender (such consent not to be unreasonably withheld in either case), appoint another Lender

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as a successor to the Administrative Agent which shall thereupon become the Administrative Agent’s successor hereunder ( provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event of Default or a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld) and subject also to the consent of Finnvera (such consent not to be unreasonably withheld) offer to each of the other Tranche B Lenders in turn, in the order of their respective Tranche B Commitment Amounts, the right to become successor Administrative Agent). If no successor Administrative Agent for the resigning Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent’s giving notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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 and FEC, in its capacity as Tranche A Lender (such consent not to be unreasonably withheld in either case). 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. If no successor shall have accepted its appointment as Administrative Agent hereunder within 30 days after the resignation of the resigning Administrative Agent then the Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent hereunder and under the Supplemental Agreement and the other Loan Documents and shall be entitled to the rights and indemnities of the Administrative Agent hereunder and the resigning Administrative Agent’s resignation shall be effective upon such date and it shall thereupon be discharged from all of its duties and obligations under this Agreement and the other Loan Documents. After any resigning Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of:
(a)    this Article XI 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 12.3 and Section 12.4 shall continue to inure to its benefit.
If a Lender acting as the Administrative Agent assigns its Loan to one of its Affiliates, the Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Administrative Agent to such Affiliate.

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SECTION 11.5. Loans by the Administrative Agent . The Administrative Agent shall have the same rights and powers with respect to (x) the Loan made by it or any of its Affiliates, and (y) the Note held by it or any of its Affiliates as any other Lender and may exercise the same as if it were not the Administrative Agent. The Administrative 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 it were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. The Administrative Agent shall not 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 the Administrative Agent.
SECTION 11.6. 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 Original Borrower and the Borrower, this Agreement, the other Loan Documents (the terms and provisions of which being satisfactory to such Lender) and such other documents, information and investigations as such Lender has deemed appropriate, made its own credit decision to extend its Loan. Each Lender also acknowledges that it will, independently of the Administrative 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 11.7. 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. The Administrative Agent (a) shall give prompt notice to Finnvera of any approvals of Finnvera requested by the Borrower or Lender pursuant to the terms of this Agreement, (b) shall provide Finnvera copies of (i) all amendments, waivers or other modifications to this Agreement and (ii) all information related to the Borrower requested by Finnvera to the extent such information is received from the Borrower and (d) shall give prompt notice to Finnvera of the termination of this Agreement and any prepayment of the Loans hereunder.
SECTION 11.8. Agency Fee . The Borrower agrees to pay to the Administrative Agent for its own account an annual agency fee in an amount,

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and at such times, heretofore agreed to in writing between the Borrower and the Administrative Agent.
ARTICLE XII

MISCELLANEOUS PROVISIONS
SECTION 12.1. 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, the Required Lenders and Finnvera (in the case of Finnvera, such consent not to be unreasonably withheld or delayed); provided that no such amendment, modification or waiver which would:
(a)    modify this Section 12.1 , change the definition of “Required Lenders”, 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 and Finnvera;
(b)    reduce any fees described in Article III , extend any date fixed for payment, 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) shall be made without the consent of each Lender affected thereby and Finnvera; or
(c)    affect 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 12.2. Notices . (a) All notices and other communications provided to any party hereto under this Agreement 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 such Loan Document 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 12.2(b). Any

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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 BNPPF 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 the payment of any principal or other amount due hereunder or any other Loan Document prior to the scheduled date therefor or (ii) provides notice of any Default or Prepayment Event (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 geert.sterck@bnpparibasfortis.com and davina.staessen@bnpparibasfortis.com .
(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 (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 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.

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(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 12.3. Payment of Costs and Expenses . The Borrower agrees to pay on demand all reasonable expenses of FEC as assignee, Finnvera and the Administrative Agent (including the reasonable fees and out-of-pocket expenses of counsel to FEC as assignee, counsel to the Administrative Agent and counsel to Finnvera and of local counsel, if any, who may be retained by counsel to FEC as assignee, counsel to the Administrative Agent or counsel to Finnvera) 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, Finnvera 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, the borrowings hereunder or the issuance of the Notes or any other Loan Documents. The Borrower also agrees to reimburse the Administrative Agent, Finnvera and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Administrative Agent, Finnvera 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 or the rights of the Administrative Agent and Finnvera under or in connection with the Loan Documents.
SECTION 12.4. Indemnification . In consideration of the execution and delivery of this Agreement and the other Loan Documents by the Administrative Agent, Finnvera and each Lender and the making of the Loans, the Borrower hereby indemnifies and holds harmless the Administrative Agent, Finnvera, 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, the Notes or the other Loan Documents or the transactions contemplated hereby (including, without limitation, any Taxes (as defined in the Finnvera Guarantee) arising as a result of payments made to Finnvera by the Administrative Agent acting as the Guarantee Holder under the Finnvera Guarantee) or thereby or any actual or proposed use of the proceeds of the Loans (collectively, the “ Indemnified Liabilities ”), except to the extent such

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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 12.4 , (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 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

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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 12.5. Survival . The obligations of the Borrower under Sections 4.3 , 4.4 , 4.5 , 4.6 , 4.7 , 12.3 and 12.4 , and the obligations of the Lenders under Section 11.1 , shall in each case survive any termination of this Agreement and the other Loan Documents and the payment in full of all Obligations. The representations and warranties made by the Borrower in this Agreement shall survive the execution and delivery of this Agreement.
SECTION 12.6. 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 12.7. 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 12.8. 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.
SECTION 12.9. Governing Law . THIS AGREEMENT AND EACH NOTE SHALL EACH BE DEEMED TO BE A CONTRACT MADE

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UNDER, AND SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
SECTION 12.10. 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 12.11 .
SECTION 12.11. Sale and Transfer of Loans; Participations in Loans . Each Lender may assign, or sell participations in, its Loan to one or more other Persons in accordance with this Section 12.11.
SECTION 12.11.1. 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, (C) Finnvera and, with respect to any portion of the Loans that are indemnified by Finnvera, further to such re-insurer providing any reimbursement of such indemnification to Finnvera, or (D) following the occurrence and during the continuance of an Event of Default under Sections 8.1.1, 8.1.4(a) or 8.1.6 to one or more commercial banks or other financial institutions; 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 Loan and any 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 Loan (which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender’s Loan) in a minimum aggregate amount of $25,000,000 (or, if less, all of such Lender’s Loan); provided that no Lender shall assign and delegate all or any fraction of such Lender’s Loan without the prior written

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consent of Finnvera, except that Finnvera’s consent shall not be required for the assignment of the Tranche A Loan to an Eligible Assignee; provided , further , 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, 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. If requested by the applicable Lender under Section 2.5, 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 Loan and, if the assignor Lender has retained any portion of its Loan hereunder, a replacement Note in the principal amount of the portion of the Loan 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 $3,500 (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 12.11.2. 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 Loan or other interests of such Lender hereunder; provided that no Lender shall sell participating

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interests in any of its Loan or other interests of such Lender hereunder without the prior written consent of Finnvera; provided , further , that:
(a)    no participation contemplated in this Section 12.11 shall relieve such Lender from its obligations hereunder;
(b)    such Lender shall remain solely responsible for the performance of such obligations;
(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 Section 12.1(c) ; 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 12.12. 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 12.13. 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 TO WHICH IT IS A PARTY 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

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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, 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 TO WHICH IT IS A PARTY.
SECTION 12.14. 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 latest Stated Maturity Date.
SECTION 12.15. Judgment . (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in on currency (the “ Primary Currency ”) into another currency (the “ Secondary 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 the Primary Currency with such Secondary Currency at BNP Paribas’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 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 the Secondary 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 the Secondary Currency; if the amount of the applicable Primary

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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.
SECTION 12.16. 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.
SECTION 12.17. Reference Lender Information . The Administrative Agent agrees (i) to keep confidential the rates to be used in the calculation of the EURIBO Rate and the LIBO Rate supplied by each Reference Lender pursuant to or in connection with this Agreement and (ii) that it has developed procedures to ensure that such rates are not submitted by the Reference Lenders to, or shared with, any individual who is formally designated as being involved in the ICE Benchmark Administration Limited LIBOR submission process; provided that such rates may be shared with the Borrower and any of its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates that have a commercially reasonable business need to know such rates, subject to an agreement by the recipient thereof to comply with the provisions of this paragraph as if it were the Administrative Agent.

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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., as
 
Borrower
 
 
 
By: ______________________________________
 
      Title:
 
 
Address:
1050 Caribbean Way
 
Miami, Florida 33132
 
Facsimile No.: (305) 539-0562
 
Attention: Trasurer
 
With a copy to: General Counsel



RCCL Oasis Credit Agreement

    


            
 
BNP PARIBAS FORTIS S.A./N.V.,
 
as Administrative Agent
 
 
 
By: ______________________________________
 
      Title:
 
 
 
By: ______________________________________
 
      Title:



RCCL Oasis Credit Agreement

    


Commitment
 
Tranche A Lenders:
 
 
 
420,000,000

 
FINNISH EXPORT CREDIT LTD.,
 
 
as Tranche A Lender
 
 
 
 
 
By:__________________________
 
 
Title:
 
 
 
 
 
By:__________________________
 
 
Title:
 
 
 
 
 
 
 
Address:
P.O. Box 123
 
 
FI-00131 Helsinki, Finland
 
 
Facsimile No.: 358 20 460 3501
 
 
Attention: Anita Muona











RCCL Oasis Credit Agreement

    

Commitment
 
Tranche B Lenders:
 
 
 
159,429,092 Euro
 
BNP PARIBAS FORTIS S.A./N.V.,
 
 
as Tranche B Lender
 
 
 
 
 
By:____________________________
 
 
Title:
 
 
 
 
 
By:____________________________
 
 
Title:
 
 
 
 
Address:
3, Montagne du Parc
 
 
1000-Brussels
 
 
BELGIUM
 
 
Facsimile No.: +32 2 565 3403
 
 
 
 
 
Attention: Geert Sterck;
 
 
Davina Staessen








RCCL Oasis Credit Agreement

    

Commitment
 
Tranche B Lenders:
 
 
 
210,000,000

 
NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
 
 
as Tranche B Lender
 
 
 
 
 
 
 
 
 
 
 
By:___________________________
 
 
Title:
 
 
 
 
 
 
 
 
 
 
 
By:___________________________
 
 
Title:
 
 
 
 
Address:
437 Madison Ave, 21st Floor
 
 
New York, NY 10022
 
 
Facsimile No.: (212) 421-4420
 
 
Attention: Loan Administration
 
 
With a copy to: Head of Shipping, Offshore and Oil Services





RCCL Oasis Credit Agreement

    

Commitment
 
Tranche B Lenders:
 
 
 
210,000,000

 
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
 
 
as Tranche B Lender
 
 
 
 
 
 
 
 
 
 
 
By:___________________________
 
 
Title:
 
 
 
 
 
 
 
 
 
 
 
By:___________________________
 
 
Title:
 
 
 
 
Address:
Kungsträdgårdsgatan 8
 
 
SE – 106 40 Stockholm
 
 
Sweden
 
 
Facsimile No.: 46-8 611 0384
 
 
Attention: Annika Forsberg;
 
 
Scott Lewallen;
 
 
Malcolm Stonehouse



RCCL Oasis Credit Agreement



SCHEDULE I
DISCLOSURE SCHEDULE
Item 6.9 (b): Vessels

Vessel
Owner
Flag
Sovereign
Pullmantur Cruises Sovereign Limited
Malta
Empress
Pullmantur Cruises Empress Limited
Malta
Monarch
Pullmantur Cruises Monarch Limited
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
Pullmantur Cruises Pacific Dream Limited
Malta
Zenith
Pullmantur Cruises Zenith Ltd.
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




    

Vessel
Owner
Flag
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
Legend of the Seas
Legend of the Seas Inc.
Bahamas
Splendour of the Seas
Splendour of the Seas Inc.
Bahamas
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
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 Inc.
Bahamas
Anthem of the Seas
Anthem of the Seas Inc.
Bahamas



    

    


Item 6.10: 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
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
Legend of the Seas Inc.
Liberia
Splendour of the Seas Inc.
Liberia
Freedom of the Seas Inc.
Liberia
Azamara Journey Inc.
Liberia


    

    

Name of the Subsidiary
Jurisdiction of Organization
Azamara Quest Inc.
Liberia
Pullmantur Cruises Zenith Ltd.
Malta
Pullmantur Cruises Empress Limited
Malta
Pullmantur Cruises Atlantic Limited
Malta
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
Pullmantur Cruises Pacific Dream Limited
Malta
Pullmantur Cruises Sovereign Limited
Malta
Allure of the Seas Inc.
Liberia
Celebrity Silhouette Inc.
Liberia
Celebrity Reflection Inc.
Liberia
Pullmantur Cruises Monarch Limited
Malta
Quantum of the Seas Inc.
Liberia
Brilliance of the Seas Shipping Inc.
Liberia
Anthem of the Seas Inc.
Liberia




    

    

SCHEDULE II

Payment Date
Principal Installment
Tranche A
Principal Installment
Tranche B
 
Dollar
Dollar
Euro
Six months after the Closing Date
26 April 2010
$17,500,000.00
$17,500,000.00
€6,642,878.83
First anniversary of the Closing Date 26 October 2010
$17,500,000.00
$17,500,000.00
€6,642,878.83
Eighteen months after the Closing Date
26 April 2011
$17,500,000.00
$17,500,000.00
€6,642,878.83
Second anniversary of the Closing Date
26 October 2011
$17,500,000.00
$17,500,000.00
€6,642,878.83
Thirty months after the Closing Date
26 April 2012
$17,500,000.00
$17,500,000.00
€6,642,878.83
Third anniversary of the Closing Date
26 October 2012
$17,500,000.00
$17,500,000.00
€6,642,878.83
Forty two months after the Closing Date
26 April 2013
$17,500,000.00
$17,500,000.00
€6,642,878.83
Fourth anniversary of the Closing Date
28 October 2013
$17,500,000.00
$17,500,000.00
€6,642,878.83
Fifty four months after the Closing Date
28 April 2014
$17,500,000.00
$17,500,000.00
€6,642,878.83
Fifth anniversary of the Closing Date
27 October 2014
$17,500,000.00
$17,500,000.00
€6,642,878.83


    

    

Sixty six months after the Closing Date
27 April 2015
$17,500,000.00
$17,500,000.00
€6,642,878.83
Sixth anniversary of the Closing Date
26 October 2015
$17,500,000.00
$17,500,000.00
€6,642,878.83
Seventy eight months after the Closing Date
26 April 2016
$17,500,000.00
$17,500,000.00
€6,642,878.83
Seventh anniversary of the Closing Date
26 October 2016
$17,500,000.00
$17,500,000.00
€6,642,878.83
Ninety months after the Closing Date
26 April 2017
$17,500,000.00
$17,500,000.00
€6,642,878.83
Eighth anniversary of the Closing Date
26 October 2017
$17,500,000.00
$17,500,000.00
€6,642,878.83
One hundred two months after the Closing Date
26 April 2018
$17,500,000.00
$17,500,000.00
€6,642,878.83
Ninth anniversary of the Closing Date
26 October 2018
$17,500,000.00
$17,500,000.00
€6,642,878.83
One hundred fourteen months after the Closing Date
26 April 2019
$17,500,000.00
$17,500,000.00
€6,642,878.83
Tenth anniversary of the Closing Date
28 October 2019
$17,500,000.00
$17,500,000.00
€6,642,878.83
One hundred twenty six months after the Closing Date
27 April 2020
$17,500,000.00
$17,500,000.00
€6,642,878.83


    

    

Eleventh anniversary of the Closing Date
26 October 2020
$17,500,000.00
$17,500,000.00
€6,642,878.83
One hundred thirty eight months after the Closing Date
26 April 2021
$17,500,000.00
$17,500,000.00
€6,642,878.83
Stated Maturity Date
26 October 2021
$17,500,000.00
$17,500,000.00
€6,642,878.91




    
EXHIBIT 10.5

EXECUTION COPY
AMENDMENT No. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT No. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”), dated February 5, 2016, is among ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation (the “ Borrower ”), the various financial institutions as are parties to the Credit Agreement referred to below (collectively, the “ Lenders ”) and SKANDINAVISKA ENSKILDA BANKEN AB (publ), as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders.
PRELIMINARY STATEMENTS
(1)    The Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of March 15, 2010, as amended as of March 15, 2010 pursuant to Amendment No. 1 to the Credit Agreement, as amended as of March 15, 2010 pursuant to Amendment No. 2 to the Credit Agreement, as amended as of September 23, 2011 pursuant to Amendment No. 3 to the Credit Agreement, as further amended and restated pursuant to Amendment No. 4 to the Credit Agreement dated as of March 26, 2012 and as further amended and restated as of March 17, 2014 pursuant to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of March 7, 2014 (such Credit Agreement as in effect immediately prior to giving effect to this Amendment, the “ Existing Credit Agreement ” and, as amended hereby, the “ Restated Credit Agreement ”);
(2)    The Borrower, the Lenders and the Administrative Agent have agreed to amend the Existing Credit Agreement as hereinafter set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Amendment to the Existing Credit Agreement . In consideration of the mutual covenants in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Administrative Agent and the Lenders agree that the Existing Credit Agreement is, subject to the satisfaction of the conditions precedent set forth in Section 3, hereby amended on the Restatement Effective Date (as hereinafter defined) in its entirety to read as set forth in Appendix I hereto.
SECTION 2. Conditions of Effectiveness of Restated Credit Agreement . The Restated Credit Agreement shall become effective in accordance with the terms of this Amendment on the date (the “ Restatement Effective Date ”) each of the following conditions has been satisfied to the reasonable satisfaction of the Administrative Agent:
(a)    This Amendment shall have become effective in accordance with Section 3 and the Administrative Agent shall have received duly executed signature pages to this Amendment from each party hereto.
(b)    All invoiced expenses required to be paid by the Borrower pursuant to Section 6 below or that the Borrower has otherwise agreed in writing to pay, have been paid, in each case on or prior to the Restatement Effective Date.
(c)    The representations and warranties set forth in Section 4 are true as of the Restatement Effective Date.

1


    

SECTION 3. Conditions of Effectiveness . This Amendment shall become effective as of the date hereof; provided that (i) Finnvera has provided written consent to the amendments to the Existing Credit Agreement as set forth in Section 2 herein, (ii) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and each Lender or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and (iii) the Borrower shall have paid to the Administrative Agent for the account of each Lender an amendment fee equal to 0.20% of the aggregate outstanding principal amount of the Loans of such Lender.
SECTION 4. Representations and Warranties of the Borrower . To induce the Lenders to enter into this Amendment, the Borrower represents and warrants that, as of the date hereof and as of the Restatement Effective Date:
(a)    The representations and warranties contained in Article VI of the Restated 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, 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 has occurred and is continuing.
SECTION 5. Reference to and Effect on the Existing Credit Agreement . On and after the Restatement Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Restated Credit Agreement.
SECTION 6. Costs and Expenses . The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent and Finnvera in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other documents to be delivered hereunder (including, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent and Finnvera) in accordance with the terms of Section 12.3 of the Restated Credit Agreement.
SECTION 7. Designation . In accordance with the Restated Credit Agreement, each of the Lenders and the Facility Agent designates this Amendment as a Loan Document.
SECTION 8. 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 means shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 9. Governing Law . This Amendment shall be deemed to be a contract made under, and shall be governed by, the laws of the State of New York.
SECTION 10. Incorporation of Terms. The provisions of Sections 12.13 and 12.16 of the Existing Credit Agreement shall be incorporated into this Amendment as if set out in full in this Amendment and as if references in those sections to “this Agreement” were references to this Amendment.
SECTION 11. Defined Terms . Capitalized terms not otherwise defined in the Amendment shall have the same meanings as specified in the Restated Credit Agreement.

2


    

[ Remainder of page intentionally left blank .]

3




IN WITNESS WHEREOF , the parties to this Amendment have caused this Amendment to be duly executed and delivered as of the date first above written.

ROYAL CARIBBEAN CRUISES LTD.,
as Borrower
By
/s/ Antje M. Gibson Name: Antje M. Gibson
Title: Vice President, Treasurer

ALLURE AMENDMENT – SIGNATURE PAGE

    

SKANDINAVISKA ENSKILDA BANKEN AB (publ),
as Administrative Agent

By
/s/ Duncan Nash
Name: Duncan Nash
Title:
By
/s/ Alison Butt
Name: Alison Butt
Title:


ALLURE AMENDMENT – SIGNATURE PAGE
    

    

BNP PARIBAS FORTIS BANK SA/NV,
as Lender

By /s/ Thierry Lengelé Name: Thierry Lengelé
Title: Head of Agency, Corporate & Investment Banking
By /s/ Gilles Masson
Name: Gilles Masson
Title: Senior Director, Project Finance EMEA Region

ALLURE AMENDMENT – SIGNATURE PAGE
    

    

NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
as Lender

By /s/ Martin Lunder
Name: Martin Lunder
Title: Senior Vice President
By /s/ Lynn Sauro
Name: Lynn Sauro
Title: Vice President



ALLURE AMENDMENT – SIGNATURE PAGE
    

    

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL),
as Lender

By
/s/ Penny Neville-Park
Name: Penny Neville-Park
Title:
By /s/ Malcolm Stonehouse
Name: Malcolm Stonehouse
Title: Client Executive

ALLURE AMENDMENT – SIGNATURE PAGE
    

    

CITIBANK EUROPE PLC,
as Lender

By
/s/ Alex C Taylor
Name: Alex C Taylor
Title: Managing Director





ALLURE AMENDMENT – SIGNATURE PAGE
    



Appendix I




Appendix I
to Amendment No. 1 to the Amended and Restated Credit Agreement





U.S. $1,130,000,000
AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of March 15, 2010
amended and restated as of March 26, 2012 and
amended and restated as of March 14, 2014
further amended and restated as of February 5, 2016
among
ROYAL CARIBBEAN CRUISES LTD.,
as the Borrower,
and
FORTIS BANK SA/NV (trading under the name BNP Paribas Fortis)
NORDEA BANK FINLAND PLC, NEW YORK BRANCH
SKANDINAVISKA ENSKILDA BANKEN AB (publ)
and
CITIBANK EUROPE PLC
as Mandated Lead Arrangers and Bookrunners
and
NORDEA BANK FINLAND PLC, NEW YORK BRANCH
as Documentation Agent
and
SKANDINAVISKA ENSKILDA BANKEN AB (publ)
as Administrative Agent




    



TABLE OF CONTENTS
 
 
 
 
PAGE

ARTICLE I
 
 
 
DEFINITIONS AND ACCOUNTING TERMS
 
 
 
SECTION 1.1. Defined Terms
1

 
 
SECTION 1.2. Use of Defined Terms
12

 
 
SECTION 1.3. Cross-References
12

 
 
SECTION 1.4. Accounting and Financial Determinations
13

 
 
ARTICLE II
 
 
 
COMMITMENTS, BORROWING PROCEDURES
 
 
 
SECTION 2.1. Commitments
13

 
 
SECTION 2.2. [Intentionally omitted.]
14

 
 
SECTION 2.3. [Intentionally omitted.]
14

 
 
SECTION 2.4. Funding
14

 
 
SECTION 2.5. Evidence of Debt
15

 
 
ARTICLE III
 
 
 
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
 
 
 
SECTION 3.1. Repayments and Prepayments
15

 
 
SECTION 3.2. Interest Provisions
16

 
 
SECTION 3.3. Amendment Fee
18

 
 
SECTION 3.4. Finnvera Guarantee Premiums
18

 
 
SECTION 3.5. [Intentionally omitted]
18

 
 
ARTICLE IV
 
 
 
CERTAIN LIBO RATE AND OTHER PROVISIONS
 
 
 
SECTION 4.1. LIBO Rate Lending Unlawful
18

 
 
SECTION 4.2. Deposits Unavailable
19

 
 





SECTION 4.3. Increased LIBO Rate Loan Costs, etc
19

 
 
SECTION 4.4. Funding Losses
21

 
 
SECTION 4.5. Increased Capital Costs
21

 
 
SECTION 4.6. Taxes
22

 
 
SECTION 4.7. Reserve Costs
24

 
 
SECTION 4.8. Replacement Lenders, etc.
25

 
 
SECTION 4.9. Payments, Computations, etc.
26

 
 
SECTION 4.10. Sharing of Payments
27

 
 
SECTION 4.11. Setoff
27

 
 
SECTION 4.12. Use of Proceeds
28

 
 
ARTICLE V
 
 
 
CONDITIONS TO BORROWING
 
 
 
SECTION 5.1. Advance of the Loan
28

 
 
SECTION 5.2. Conditions to Effectiveness
28

 
 
ARTICLE VI
 
 
 
REPRESENTATIONS AND WARRANTIES
 
 
 
SECTION 6.1. Organization, etc.
28

 
 
SECTION 6.2. Due Authorization, Non-Contravention, etc
29

 
 
SECTION 6.3. Government Approval, Regulation, etc
29

 
 
SECTION 6.4. Compliance with Environmental Laws
29

 
 
SECTION 6.5. Validity, etc
30

 
 
SECTION 6.6. Financial Information
30

 
 
SECTION 6.7. No Default or Prepayment Event
30

 
 
SECTION 6.8. Litigation
30

 
 
SECTION 6.9. Vessels
30

 
 
SECTION 6.10. Subsidiaries
31

 
 
SECTION 6.11. Obligations rank pari passu
31

 
 
SECTION 6.12. Withholding, etc.
31

 
 
SECTION 6.13. No Filing, etc.
31

 
 

2



SECTION 6.14. No Immunity
31

 
 
SECTION 6.15. Pension Plans
32

 
 
SECTION 6.16. Investment Company Act
32

 
 
SECTION 6.17. Regulation U
32

 
 
SECTION 6.18. Accuracy of Information
32

 
 
ARTICLE VII
 
 
 
COVENANTS
 
 
 
SECTION 7.1. Affirmative Covenants
33

 
 
SECTION 7.2. Negative Covenants
33

 
 
ARTICLE VIII
 
 
 
EVENTS OF DEFAULT
 
 
 
SECTION 8.1. Listing of Events of Default
40

 
 
SECTION 8.2. Action if Bankruptcy
43

 
 
SECTION 8.3. Action if Other Event of Default
43

 
 
ARTICLE IX
 
 
 
PREPAYMENT EVENTS
 
 
 
SECTION 9.1. Listing of Prepayment Events
43

 
 
SECTION 9.2. Mandatory Prepayment
45

 
 
ARTICLE X
 
 
 
[Intentionally omitted.]
 
 
 
ARTICLE XI
 
 
 
THE ADMINISTRATIVE AGENT
 
 
 
SECTION 11.1. Actions
45

 
 
SECTION 11.2. [Intentionally omitted.]
46

 
 
SECTION 11.3. Exculpation
46

 
 

3



SECTION 11.4. Successor
47

 
 
SECTION 11.5. Loans by the Administrative Agent
48

 
 
SECTION 11.6. Credit Decisions
48

 
 
SECTION 11.7. Copies, etc.
49

 
 
SECTION 11.8. Agency Fee
49

 
 
ARTICLE XII
 
 
 
MISCELLANEOUS PROVISIONS
 
 
 
SECTION 12.1. Waivers, Amendments, etc
49

 
 
SECTION 12.2. Notices
50

 
 
SECTION 12.3. Payment of Costs and Expenses
51

 
 
SECTION 12.4. Indemnification
52

 
 
SECTION 12.5. Survival
53

 
 
SECTION 12.6. Severability
54

 
 
SECTION 12.7. Headings
54

 
 
SECTION 12.8. Execution in Counterparts, Effectiveness, etc
54

 
 
SECTION 12.9. Governing Law
54

 
 
SECTION 12.10. Successors and Assigns
54

 
 
SECTION 12.11. Sale and Transfer of Loans; Participations in Loans
54

 
 
SECTION 12.12. Other Transactions
57

 
 
SECTION 12.13. Forum Selection and Consent to Jurisdiction
57

 
 
SECTION 12.14. Process Agent
57

 
 
SECTION 12.15. Judgment
58

 
 
SECTION 12.16. Waiver of Jury Trial
58

 
 
SECTION 12.17. Reference Lender Information
59



4



SCHEDULES
SCHEDULE I    -    Disclosure Schedule
SCHEDULE II    -    Repayment Schedule
EXHIBITS
Exhibit A    -    Form of Note
Exhibit B    -    [Intentionally omitted.]
Exhibit C    -    [Intentionally omitted.]
Exhibit D    -    [Intentionally omitted.]
Exhibit E    -    Form of Lender Assignment Agreement





5



AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 5, 2016, is among ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation (the “ Borrower ”), the Lenders (as defined herein), SKANDINAVISKA ENSKILDA BANKEN AB (publ) (“ SEB ”), as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders.
W I T N E S S E T H:
WHEREAS, the Lenders made available to Allure of the Seas Inc., a Liberian corporation (the “ Original Borrower ”), upon the terms and conditions in the Credit Agreement, dated as of March 15, 2010, as amended by Amendment No. 1, dated March 15, 2010, Amendment No. 2, dated March 15, 2010, and Amendment No. 3, dated September 23, 2011, among the Original Borrower, the Borrower (in its capacity as Guarantor), the Lenders and the Administrative Agent (as so amended, the “ Original Credit Agreement ”), a loan facility to finance up to 80% of the contract price (including change orders) (the “ Contract Price ”) of the passenger cruise ship to be named “Allure of the Seas” with the Builder’s Hull No. #1364 (the “ Purchased Vessel ”) built by STX Finland Oy (formerly known as STX Finland Cruise Oy and prior to that known as Aker Finnyards Oy), Turku, Finland (the “ Builder ”);
WHEREAS, the proceeds of such loan facility were provided to the Original Borrower two (2) Business Days prior to the delivery of the Purchased Vessel for the purpose of paying a portion of the Contract Price;
WHEREAS, pursuant to the Assignment and Amendment No. 4 to the Credit Agreement dated as of March 26, 2012 (the “ Assignment and Amendment ”), the Original Borrower assigned to the Borrower all of its rights under the Original Credit Agreement, and the Borrower assumed all of the Original Borrower’s obligations under the Original Credit Agreement;
WHEREAS, pursuant to the Assignment and Amendment, the Borrower was released from its obligations as “Guarantor” under the Original Credit Agreement and the Original Credit Agreement was amended and restated (the date of such amendment and restatement being the “ 2012 Restatement Effective Date ”), and was further amended and restated as of March 14, 2014 (as so amended and restated, the “ Existing Credit Agreement ”);
WHEREAS, pursuant to Amendment No. 1 to the Amended and Restated Credit Agreement (the “ Amendment ”), dated as of the date hereof, and upon satisfaction of the conditions set forth therein, the Existing Credit Agreement is being amended and restated in the form of this Agreement
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.
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 11.4 .
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.
Agreement ” means, on any date, this Credit Agreement as originally in effect on the Original Effective Date, as amended prior to the Restatement Effective Date, and amended and restated on the Restatement Effective Date and as thereafter from time to time amended, supplemented, amended and restated, or otherwise modified and in effect on such date.
Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates from time to time concerning or relating to bribery or corruption.
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 ” on and after February 5, 2016, means 1.65% per annum.
Applicable Premium Rate ” 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:

2



Senior Debt Rating
Applicable Premium Rate
(S&P)
(Moody’s)
 
BBB or higher
Baa2 or higher
0.77%
BBB-
Baa3
1.01%
BB+
Ba1
1.48%
BB
Ba2
1.96%
BB-
Ba3
2.49%
B+ or lower
B1 or lower
2.97%

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 12.11.1 .
Authorized Officer ” means those officers of the Borrower authorized to act with respect to the Loan Documents to which it is a party 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.
Builder ” is defined in the first recital.
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, Stockholm, London or Helsinki and, if the applicable Business Day relates to the Loans, an Interest Period, prepayment or conversion, on which dealings in deposits in Dollars are carried on in the London interbank market.
Capital Lease Obligations ” means obligations of any Person or any Subsidiary of such Person 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.

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Change of Control ” means an event or series of events by which (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 50% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or (b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.
Code ” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.
Commitment ” means, with respect to any Lender, the amount set forth opposite such Lender’s name on the signature pages hereto or in a Lender Assignment Agreement pursuant to which such Lender became a party hereto, as such amount may have been modified from time to time in accordance with the terms of the Original Credit Agreement.
Communications ” is defined in Section 12.2(b) .
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.
Determination Notice ” is defined in Section 4.2 .
Disclosure Schedule ” means the Disclosure Schedule attached hereto as Schedule I .
Dollar ” and the sign “ $ ” mean lawful money of the United States.

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Eligible Assignee ” means (i) Finnvera, (ii) any reinsurer of Finnvera but only to the extent guarantee payments have been made under the Finnvera Guarantee and reimbursed by such reinsurer and (iii) any financial institution acceptable to Finnvera. A financial institution shall be deemed acceptable to Finnvera in the event such financial institution (1) is rated at least BBB- by S&P or Baa3 by Moody’s or, if rated by both S&P and Moody’s, at least BBB- by S&P and Baa3 by Moody’s and (2) is located in a high income OECD member country (as defined from time to time by the World Bank) and there is, and such institution is subject to, sufficient public supervision in its home country.
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.
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.
Event of Default ” is defined in Section 8.1 .
Existing Credit Agreement ” is defined in the fourth recital.
Existing Principal Subsidiaries ” means each Subsidiary of the Borrower that is a Principal Subsidiary on the 2012 Restatement 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.
Finnvera ” means Finnvera plc, a Finnish limited liability company established by law and operating as the official export credit agency in Finland.
Finnvera Commitment Letter ” means the amended and restated commitment letter for Buyer Credit Guarantee BC 64-07, dated December 18, 2009 among Finnvera and the Borrower.
Finnvera Guarantee ” means the Buyer Credit Guarantee Agreement BC 64-07, entered into on March 15, 2010, between Finnvera and the Administrative Agent, as amended from time to time in accordance with the terms hereof and thereof.
Fiscal Quarter ” means any quarter of a Fiscal Year.
Fiscal Year ” means, with respect to any Person, any annual fiscal reporting period of such Person.

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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 any Person or any Subsidiary of such Person under, or Indebtedness incurred by such Person or any Subsidiary of such Person to satisfy obligations under, any governmental requirement imposed by any Applicable Jurisdiction that must be complied with to enable such Person and its Subsidiaries to continue their business in such Applicable Jurisdiction, excluding , in any event, any taxes imposed on such Person or any Subsidiary of such Person.
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

6



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 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) guarantees by such Person of Indebtedness of others, up to the amount of Indebtedness so guaranteed by such Person; (g) obligations of such Person in respect of surety bonds and similar obligations; and (h) liabilities arising under Hedging Instruments.
Indemnified Liabilities ” is defined in Section 12.4 .
Indemnified Parties ” is defined in Section 12.4 .
Interest Payment Date ” means any date on which interest is payable with respect to Loans pursuant to clause (c) of Section 3.2.4 .
Interest Period ” means, relative to any Loan, (i) the period beginning on (and including) the Original Closing Date and ending on (but excluding) the day which numerically corresponds to such date six months thereafter or, if such month has no numerically corresponding day, on the last Business Day of such month and (ii) for each period subsequent to the period described in clause (i) hereof, the period beginning on (and including) the day on which the previous period ended and ending on (but excluding) the day which numerically corresponds to such date six months thereafter or, if such month has no numerically corresponding day, on the last Business Day of such month; provided that if any 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).
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 ” means the financial institutions identified as Lenders on the signature pages hereof and their respective successors and permitted assigns.
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 such other office of a Lender as designated from time to time by notice from such Lender to the Borrower

7



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, 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 is equal to the Screen Rate at or about 11:00 a.m. (London time) two Business Days before the commencement of such Interest Period; provided that:
(a)    subject to Section 3.2.5 , if there is no Screen Rate 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 such Loan 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 3.2.3 , 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 Lenders;
and provided that if the LIBO Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
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.
Loans ” is defined in Section 2.1 .
Loan Documents ” means this Agreement, the Notes, if any, the Finnvera Guarantee, the Assignment and Amendment and the Amendment, and each other amendment hereto.
Material Adverse Effect ” means a material adverse effect on (a) the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies of the Administrative Agent or any Lender under or in connection with the Loan Documents or (c) the ability of the Borrower to perform its payment Obligations under the Loan Documents to which it is a party.
Material Litigation ” is defined in Section 6.8 .
Moody’s ” means Moody’s Investors Service, Inc.
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);

8



(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 any revolving credit facilities, and
(b)    the issuance and sale of equity securities.
Note ” means a promissory note of the Borrower payable to any Lender, delivered pursuant to a request made under Section 2.5 in substantially 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 Loan 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, the Notes and the other Loan Documents.
Organic Document ” means, relative to any Person, its certificate of incorporation and its by-laws or similar organizational documents.
Original Closing Date ” means the date on which the Loans were advanced, which date is October 26, 2010.
Original Credit Agreement ” is defined in the first recital.
Original Effective Date ” means March 15, 2010.
Other Taxes ” is defined in Section 4.6 .
Participant ” is defined in Section 12.11.2 .
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.

9



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.
Platform ” is defined in Section 12.2(b)(1) .
Prepayment Event ” is defined in Section 9.1 .
Primary Currency ” is defined in Section 12.15 .
Prime Rate ” means the rate of interest per annum from time to time published in the “Money Rates” section of The Wall Street Journal as being the “U.S. Prime Lending Rate” or, if more than one rate is published as the “U.S. Prime Lending Rate”, then the highest of such rates (each change in the “U.S. Prime Lending Rate” to be effective as of the date of publication in The Wall Street Journal of a “U.S. Prime Lending Rate” that is different from that published on the preceding business day), provided that if The Wall Street Journal shall, for any reason, fail or cease to publish the Prime Lending Rate, the Administrative Agent shall choose a reasonably comparable index or source to use as the basis for the “U.S. Prime Lending Rate”.
Principal Subsidiary ” means any Subsidiary of the Borrower that owns a Vessel.
Purchased Vessel ” is defined in the first recital.
Reference Lenders ” means Fortis Bank SA/NV, Brussels Office, Nordea Bank Finland plc, London Branch, Citibank Europe plc and SEB, Stockholm Office, and includes each replacement Reference Lender appointed by the Administrative Agent pursuant to Section 3.2.5 .
Required Lenders ” means, at any time, Lenders that, in the aggregate hold more than 66 2/3% of the aggregate unpaid principal amount of the Loans.
Restatement Effective Date ” means the date on which all of the conditions to the effectiveness of the amendment and restatement of the Existing Credit Agreement in the form of this Agreement, which are set forth in Section 2 of the Amendment, are satisfied, which date is February 5, 2016.
S&P ” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.
Sanctioned Country ” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (as of February 5, 2016, Crimea, Cuba, Iran, North Korea, Sudan and Syria).
Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member state, or any person owned or controlled by any such Person or Persons, or (b) any Person operating, organized or resident in a Sanctioned Country.

10



Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.
Screen Rate ” means the percentage rate per annum for the relevant period which appears on the LIBOR01 Page of the Reuters Monitor Money Rates Service.
SEB ” is defined in the preamble.
Secondary Currency ” is defined in Section 12.15 .
Senior Debt Rating ” means, as of any date, (a) the implied senior debt rating of the Borrower for its long term senior unsecured, non-credit enhanced debt 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). Each change in the Senior Debt Rating shall be effective as of the date of such change. For purposes of the foregoing:
(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 Premium Rate 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 Premium Rate 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 Premium Rate 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 Premium Rate shall be the percentage per annum set forth opposite the Senior Debt Ratings of B+ or lower and B1 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 Finnvera shall have agreed within a further 15-day period (during which period the Borrower and Finnvera 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

11



alternative shall be notified to the Administrative Agent and apply for the purposes of this Agreement.
Stated Maturity Date ” means, relative to any Loan, the twelfth anniversary of the Closing Date applicable to such Loan.
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 Original 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 .
2012 Restatement Effective Date ” is defined in the Preliminary Statements.
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.
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, notice and other communication delivered from time to time in connection with this Agreement or the other Loan Documents.
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, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

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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 the Borrower elects to apply or is required to apply International Financial Reporting Standards (“ IFRS ”) accounting principles in lieu of GAAP, upon any such election and notice to the Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided , further , that if, as a result of (i) any change in GAAP or IFRS or in the interpretation thereof or (ii) the application by the Borrower of IFRS in lieu of GAAP, in each case, 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 or the Administrative Agent) 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
SECTION 2.1. Commitments SECTION 2.1.1. . On the terms and subject to the conditions of the Original Credit Agreement (including Article V ), each Lender severally made a Loan to the Borrower equal to such Lender’s Commitment (relative to such Lender, its “Loan” and collectively, the “Loans”) to the Borrower equal to such Lender’s Commitment. Any amount of the Loans that are prepaid or repaid may not be reborrowed.
SECTION 2.1.2. [Intentionally omitted.]

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SECTION 2.1.3. [Intentionally omitted.]
SECTION 2.1.4. Finnvera Guarantee .
(a)     Separate Agreement . The Borrower agrees and acknowledges that the Finnvera Guarantee is a separate arrangement from this Agreement and the Borrower shall not have any right or recourse against any Lender or the Administrative Agent in respect of or arising by reason of any payment made by Finnvera to any Lender or the Administrative Agent pursuant to the Finnvera Guarantee.
(b)     Obligations . The Borrower acknowledges that its liability to pay in full any sum under this Agreement is totally independent from and in no way conditional upon performance by the Builder of its obligations under the construction contract for the Purchased Vessel or under any agreement related thereto and shall not be affected in any way by any claim which the Borrower may have or may consider that it has against the Builder.
(c)     Authorization to Act on Instructions . The Borrower agrees that the Administrative Agent may act on the instructions of Finnvera in relation to this Agreement; provided that such instructions shall otherwise be in accordance with, and as contemplated by, this Agreement and the Administrative Agent shall remain responsible for such actions to the extent contemplated by Article XI and Section 12.4 .
(d)     No Claims against the Administrative Agent . The Borrower agrees that in case of any payment to the Lenders or the Administrative Agent pursuant to the Finnvera Guarantee, Finnvera shall, in addition to any other rights which it may have under the Finnvera Guarantee or otherwise, have full rights of subrogation against the Borrower and the Borrower shall not have any claims whatsoever in respect of any loss, damage or expense suffered or incurred by it against the Administrative Agent as a result of such payment by Finnvera.
(e)     Amendments to Finnvera Guarantee . The Administrative Agent agrees that it shall not agree to any amendment, waiver or other modification of the Finnvera Guarantee unless the Required Lenders have approved such action in writing and that, so long as the Loans have not been accelerated in accordance with Article VIII or required to be prepaid in accordance with Article IX , the Administrative Agent shall not agree to any amendment, waiver or other modification of the Finnvera Guarantee unless the Borrower has approved such action in writing, provided that even if the Loans have been accelerated in accordance with Article VIII or required to be prepaid in accordance with Article IX , no amendment, waiver or other modification of the Finnvera Guarantee may, directly or indirectly, adversely affect the Borrower unless the Borrower has approved such action in writing.
SECTION 2.2. [Intentionally omitted.]
SECTION 2.3. [Intentionally omitted.]
SECTION 2.4. Funding . Each Lender may, if it so elects, fulfill its obligation to make or continue its Loan hereunder by causing one of its foreign

14



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 2.5. Evidence of Debt . (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from the Loan owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Loans. The Borrower agrees that upon notice by any Lender to the Borrower (with a copy of such notice to the Administrative Agent) to the effect that a Note is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Loan owing to such Lender, the Borrower shall promptly execute and deliver to such Lender a Note payable to the order of such Lender in a principal amount equal to the principal amount of the Loan owing to such Lender.
(b)    The Administrative Agent, acting for this purpose as agent for the Borrower, shall maintain a register (the “ Register ”) which shall include recordation of (i) the date and amount of each Loan made hereunder, (ii) the terms of each Lender Assignment Agreement delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Borrower hereunder and each Lender’s share thereof.
(c)    Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b)above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided , however , that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement.
ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
SECTION 3.1. Repayments and Prepayments . The Borrower shall repay each Loan in twenty-four equal semi-annual installments on the last day of each Interest Period with respect to such Loan, as set forth on Schedule II hereto.
In addition, the Borrower

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(a)    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 and applied in forward order of maturity, inverse order of maturity or ratably among all remaining installments, as the Borrower shall designate to the Administrative Agent;
(ii)    other than as expressly provided in Section 3.1(a)(iii) , all such voluntary prepayments shall require at least five Business Days prior written notice to the Administrative Agent;
(iii)    such voluntary prepayment shall require three Business Days prior written notice to the Administrative Agent if such prepayment is to be made on the last day of an Interest Period with respect to the Loans being so prepaid and there is only one Interest Period applicable to all of the Loans; and
(iv)    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 remaining amount of the Loans being prepaid);
(b)    [Reserved]; and
(c)    shall, 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.
Each prepayment or repayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4 , and shall be accompanied by accrued interest.
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 Payable by the Borrower . (a) The Borrower shall pay interest on the Loans at a rate per annum during each Interest Period equal to the sum of the LIBO Rate for such Interest Period plus the Applicable Margin.
(b)    Each Loan 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.
(c)    All interest hereunder shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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SECTION 3.2.2. Rates Payable to the Lenders . Upon receipt of the applicable funds from the Borrower, the Administrative Agent shall pay interest on the Loans to the Lenders at a rate per annum as set forth in Section 3.2.1(a) .
SECTION 3.2.3. Post-Maturity Rates . After the date any principal amount of any Loan is due and payable (whether on the maturity, 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 (b) 2% per annum.
SECTION 3.2.4. 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 Interest Period; and
(d)    on any Loan 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 of the Borrower arising under this Agreement or any Note after the date such amount is due and payable (whether on maturity, upon acceleration or otherwise) shall be payable upon demand of the Administrative Agent.
SECTION 3.2.5. Interest Rate Determination; Replacement Reference Lenders . Each Reference Lender agrees to furnish to the Administrative Agent timely information for the purpose of determining the LIBO Rate in the event that no offered quotation appears on the LIBOR01 Page of the Reuters Monitor Money Rates Service and the LIBO 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 to the Borrower and to the Lenders each determination of the

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LIBO Rate made by reference to quotations of interest rates furnished by Reference Lenders (it being understood that the Administrative Agent shall not be required to disclose to any party hereto (other than the Borrower) any information regarding any Reference Lender or any rate quoted by a Reference Lender, including, without limitation, whether a Reference Lender has provided a rate or the rate provided by any individual Reference Lender).
SECTION 3.3. Amendment Fee . The Borrower agrees to pay to the Administrative Agent, for the account of and as agent for each Lender, an amendment fee (the “Amendment Fees”) in an amount equal to the product of 0.20% multiplied by the principal amount of the Loans of each Lender outstanding on the Restatement Effective Date and shall be payable on or before the fifth Business Day after the Restatement Effective Date.
SECTION 3.4. Finnvera Guarantee Premiums . The premiums on the Finnvera Guarantee shall accrue and be payable in accordance with this Section 3.4 .
(a)    The Borrower shall pay to the Administrative Agent, for the account of and as agent for Finnvera, semi-annually in advance on the twentieth (20 th ) Business Day preceding the first day of each Interest Period, an amount equal to the product of the Applicable Premium Rate as of the immediately preceding Business Day and the outstanding principal amount of the Loans to be outstanding for such Interest Period, after giving effect to any repayment scheduled to be paid after such date but prior to the first day of such Interest Period, multiplied by the actual number of days in such Interest Period, divided by 360. The Administrative Agent shall pay the premium on the Finnvera Guarantee received from the Borrower to Finnvera semi-annually in advance on the Business Day immediately preceding the first day of each Interest Period for such Loans.
(b)    At the direction of the Borrower, premiums on the Finnvera Guarantee received by the Administrative Agent pursuant to this Section 3.4 shall be placed by the Administrative Agent on demand or fixed rate deposit, as directed by the Borrower, as soon as possible after receipt thereof and interest shall accrue thereon at the London Interbank Bid Rate until such time as the Administrative Agent pays such premiums to Finnvera. The Administrative Agent shall release interest earned pursuant to the immediately preceding sentence to the Borrower on the first day of the relevant Interest Period.
SECTION 3.5. [Intentionally omitted.]
ARTICLE IV

CERTAIN LIBO RATE AND OTHER PROVISIONS
SECTION 4.1. LIBO Rate Lending Unlawful . If after the Original Effective Date 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

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having jurisdiction over such Lender asserts that it is unlawful, for such Lender to continue or maintain any Loan bearing interest at a rate based on the LIBO Rate, the obligations of such Lender to continue or maintain any Loan bearing interest at a rate based on the LIBO 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 continue and maintain its Loan hereunder shall be automatically converted into an obligation to continue and maintain a Loan bearing interest at a rate to be negotiated between such Lender and the Borrower that is the equivalent of the sum of the LIBO 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 Applicable Margin plus the greater of (x) the Prime Rate and (y) Federal Funds Rate from time to time in effect plus 0.50% per annum.
SECTION 4.2. Deposits Unavailable . If:
(a)    the Administrative Agent shall have determined that Dollar deposits in the relevant amount and for the relevant Interest Period are not available to the Reference Lenders in their relevant market;
(b)    the Administrative Agent shall have determined that by reason of circumstances affecting the Reference Lenders’ relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate Loans; or
(c)    before the close of business in London on the date of determination of the LIBO Rate for the relevant Interest Period or period, Lenders holding a majority of the aggregate unpaid principal amount of Loans determine that the cost to them of obtaining matching Dollar deposits in the relevant interbank market in respect of any Loan would be in excess of the LIBO Rate,
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 enter into negotiations in good faith in order to agree upon a mutually satisfactory interest rate 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 prior to the date occurring fifteen Business Days after the giving of such Determination Notice, the interest rate payable to the Lenders 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 greater of (x) the Prime Rate and (y) Federal Funds Rate from time to time in effect plus 0.50% per annum.
SECTION 4.3. Increased LIBO Rate Loan Costs, etc . If, after the Original Effective Date, 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,

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request, requirement or guideline (whether or not having the force of law) of any governmental or other authority including, without limitation, any agency of the European Union or similar monetary or multinational 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 portion of the Loans 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 Other 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, capital adequacy or liquidity 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 portion of the Loans,
and the result of any of the foregoing is either (i) to increase the cost to such Lender of continuing 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 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 and as agent for 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

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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 (other than loss of profits, business or anticipated savings). by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to continue or maintain any portion of the principal amount of any Loan as a LIBO Rate Loan as a result of any conversion or repayment or prepayment of the principal amount of any Loans on a date other than the scheduled last day of an Interest Period, whether pursuant to Section 3.1 , or otherwise 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.
SECTION 4.5. Increased Capital Costs . If, after the Original Effective Date, 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 the Loan 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 or liquidity requirements which have been imposed, together with the approximate date of the effectiveness thereof, (ii) set forth the amount of such

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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 or under the Finnvera Commitment Letter 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 Finnvera’s or any Lender’s net income or receipts of Finnvera or such Lender and franchise taxes imposed in lieu of net income taxes or receipts by the jurisdiction under the laws of which Finnvera or 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 hereunder or under the Finnvera Commitment Letter is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Borrower will:

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(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 and as agent for Finnvera or the Lenders, as the case may be, such additional amount or amounts as is necessary to ensure that the net amount actually received (including any Taxes on such additional amounts) by Finnvera or each Lender will equal the full amount Finnvera or such Lender would have received had no such withholding or deduction been required.
In addition, the Borrower shall pay any present or future stamp or documentary taxes or any other excise or property taxes, charges, or similar levies that arise from any payment made hereunder or under the Notes or any other documents to be delivered hereunder or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Agreement or the Notes or any other documents to be delivered hereunder (hereinafter referred to as “ Other Taxes ”).
Moreover, if any Taxes are directly asserted against the Administrative Agent, Finnvera or any Lender with respect to any payment received or paid by the Administrative Agent, Finnvera or such Lender hereunder, under or in connection with the Finnvera Commitment Letter or under or in connection with any other Loan Document, the Administrative Agent, Finnvera 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 amounts) shall equal the amount such Person would have received had no such Taxes been asserted.
Any Person claiming any additional amounts payable pursuant to this Section 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 or Other Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent, for the account of Finnvera or the respective Lenders, the required receipts or other required documentary evidence, the Borrower shall indemnify Finnvera and the Lenders for any incremental withholding Taxes, Other Taxes, interest or penalties or expenses that may become payable by Finnvera or any Lender as a result of any such failure (except to the extent that such amount becomes payable as a result of the failure of Finnvera or such Lender to provide timely notice to the Borrower of the assertion of a liability related to the payment of Taxes or Other Taxes). For purposes of this Section 4.6 , a

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distribution hereunder by the Administrative Agent or any Lender to or for the account of Finnvera or any Lender shall be deemed a payment by the Borrower.
If any Lender is entitled to any refund, credit, deduction or other reduction of Taxes or Other Taxes by reason of any payment made by the Borrower in respect of any Tax or Other 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 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.
If Finnvera should be come subrogated to the rights of any Lender under this Agreement then, for the purposes of the two paragraphs immediately preceding, the term “ Lender ” shall be deemed to include Finnvera.
The Borrower shall have no obligation under this Section 4.6 to pay any indemnity or gross-up amount to Finnvera, any Lender or the Administrative Agent to the extent that the Borrower has paid an amount with respect to that Tax or Other Tax to any party pursuant to any other provision of any Loan Document, the Finnvera Commitment Letter or the Lenders’ Commitment Letter.
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 any Interest Period, so long as the relevant Lending Office of such Lender is required to maintain reserves against “Eurocurrency

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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 of such Lender 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 Original 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.
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 , 4.5 , 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) prepay the affected portion of such Lender’s Loan in full, together with accrued interest thereon through the date of such prepayment and any amounts due in connection with such prepayment pursuant to Section 4.4 ( provided that the Borrower shall not prepay any such Lender pursuant to this clause (a) without replacing such Lender pursuant to the following clause (b) until a 30-day period shall have elapsed during which the Borrower and the Administrative Agent shall have attempted in good faith to replace such Lender), and/or (b) replace such Lender with another Lender or an Eligible Assignee either (x) by, if an Eligible Assignee is not a Lender, becoming a party to this Agreement as a Lender by execution of and delivery to the Borrower and the Administrative Agent of counterparts of this Agreement, and such Lender or Eligible Assignee refinancing any Loans prepaid pursuant to clause (a) above with loans made by such Lender or Eligible Assignee (any such loans being “Loans” and having the identical terms as the Loans so prepaid, other than the rate of interest and tenor

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applicable to such loans, which rate of interest and tenor shall be as agreed between the Borrower and such financial institution, except that in no event shall the final maturity of such loans be later than the twelfth anniversary of the Original Closing Date of the Loans and the repayment schedule with respect to such loans shall provide for not less than equal semi-annual instalments calculated based on the maturity date with respect to such loans), or (y) pursuant to an assignment in accordance with Section 12.11.1 , 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 principal amount of the Loan 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 Original Effective Date (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 , 4.5 , 4.6 and 4.7 to or for account of such Lender.
SECTION 4.9. Payments, Computations, etc . 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 and as agent for 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 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

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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 be made on the next succeeding Business Day (unless the next succeeding Business Day is the first Business Day of a calendar month, in which case such payment shall be made on the Business Day preceding the first Business Day of such calendar month) 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 , 4.7 and 12.11 and except as otherwise provided in Sections 3.1(a) and 4.12 to the extent such Sections permit prepayment of Loans on a non-ratable basis) 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 4.11 ) 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 continuance of an Event of Default or Prepayment Event, each Lender shall have, to the extent permitted by applicable law, the right to appropriate and apply to the payment of the Obligations owing to it any and all balances, credits, deposits, accounts or moneys of the Borrower then or thereafter maintained with such Lender; provided that any such appropriation and application shall be subject to the provisions of Section 4.10 . Each Lender agrees promptly to notify the

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Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff under applicable law or otherwise) which such Lender may have.
SECTION 4.12. Use of Proceeds . The Original Borrower applied the proceeds of the Loans in accordance with the first 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. Advance of the Loan . The obligation of the Lenders to fund the Loans made on the Original Closing Date was subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in Section 5.1 and Section 5.2 of the Original Credit Agreement.
SECTION 5.2. Conditions to Effectiveness . The conditions to the effectiveness of the amendment and restatement of the Existing Credit Agreement in the form of this Agreement are set forth Section 2 of the Amendment.
ARTICLE VI

REPRESENTATIONS AND WARRANTIES
To induce the Lenders and the Administrative Agent to enter into this Agreement, the Borrower represents and warrants to the Administrative Agent and each Lender as set forth in this Article VI as of the Restatement Effective Date (except as otherwise stated).
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 to which it is a party and to perform its Obligations.

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SECTION 6.2. Due Authorization, Non-Contravention, etc . The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which it is a party, 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 except as would not reasonably be expected to result in a Material Adverse Effect;
(c)    contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect;
(d)    contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or
(e)    result in, or require the creation or imposition of, any Lien on any of the properties of the Borrower except as would not reasonably be expected to result in a Material Adverse Effect.
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 to which it is a party (except for authorizations or approvals not required to be obtained on or prior to the Restatement Effective Date that have been obtained or actions not required to be taken on or prior to the Restatement Effective Date that have been taken). 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 Restatement 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 Laws . The Borrower is in compliance with all applicable laws, rules, regulations and orders, except to the extent that the failure to so comply does not and could not reasonably be expected to have a Material Adverse Effect, and the Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Borrower and its Subsidiaries and, to the knowledge of the Borrower, their respective officers, employees, directors and agents, are in compliance with Anti-Corruption Laws

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and applicable Sanctions, in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
SECTION 6.5. Validity, etc . This Agreement constitutes, and each of the other Loan Documents 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, 2010, 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, 2010 and the results of their operations for the Fiscal Year then ended. Since December 31, 2010 there has been no material adverse change in the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole.
SECTION 6.7. No Default or Prepayment Event . No Default or Prepayment Event has occurred and is continuing.
SECTION 6.8. 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 its 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 6.9. Vessels . The Borrower represents and warrants that each Vessel is
(a)    legally and beneficially owned by the Borrower or a Principal Subsidiary,

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(b)    registered in the name of the Borrower or such Principal Subsidiary under the flag identified in Item 6.9(b) of the Disclosure Schedule,
(c)    classed as required by Section 7.1.4.A(b) ,
(d)    free of all 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.A .
SECTION 6.10. Subsidiaries . The Borrower has no Principal Subsidiaries on the Restatement Effective Date, except those Principal Subsidiaries which are identified in Item 6.10 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 6.11. 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 other than Indebtedness preferred as a matter of law.
SECTION 6.12. Withholding, etc . As of the Restatement Effective Date, no payment to be made by the Borrower under any Loan Document to which it is a party is subject to any withholding or like tax imposed by any Applicable Jurisdiction.
SECTION 6.13. 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 Restatement Effective Date that have been made).
SECTION 6.14. No Immunity . The Borrower is subject to civil and commercial law with respect to its 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 its Obligations (to the extent such

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suit, court jurisdiction, judgment, attachment, set-off, execution, legal process or remedy would otherwise be permitted or exist).
SECTION 6.15. Pension Plans . To the extent that, at any time after the Original Effective Date, there are any Pension Plans, no Pension Plan shall have been terminated, 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 6.16. Investment Company Act . The Borrower is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
SECTION 6.17. 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 6.18. 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, if any, 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 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

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SECTION 7.1. Affirmative Covenants . The Borrower agrees with the Administrative Agent and each Lender that, until all Obligations have been paid in full, the Borrower will perform its obligations set forth in this Section 7.1 .
SECTION 7.1.1. Financial Information, Reports, Notices, etc .
SECTION 7.1.1. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent (with sufficient copies for distribution to each Lender and Finnvera, as the case may be) the following financial statements, reports, notices and information:
(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 the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole;

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(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;
(h)    as soon as the Borrower becomes aware thereof, notice of any suspension or revocation of the Purchased Vessel’s classification; and
(i)    such other information (x) respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries, (y) respecting the transactions and documents related to the Purchased Vessel or the delivery of the Purchased Vessel or (z) as may be required to enable the Administrative Agent to obtain the full benefit of the Finnvera Guarantee, as any Lender or Finnvera, in either case through the Administrative Agent, may from time to time reasonably request;
provided , however , that information required to furnished to the Administrative Agent under subsections (a) , (b) and (g) of this Section 7.1.1.B shall be deemed furnished to the Administrative Agent when available free of charge on the Borrower’s website at http://www.rclinvestor.com or the website of the U.S. Securities and Exchange Commission at http://www.sec.gov .
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 Agreement and the other Loan Documents to which it is a party 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;

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(d)    compliance with all applicable Environmental Laws; and
(e)    compliance with all anti-money laundering and anti-corrupt practices laws and regulations applicable to the Borrower, including by not making or causing to be made any offer, gift or payment, consideration or benefit of any kind to anyone, either directly or indirectly, as an inducement or reward for the performance of any of the transactions contemplated by this agreement to the extent the same would be in contravention of such applicable laws; and
(f)    The Borrower will maintain in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions..
SECTION 7.1.4. Vessels .
SECTION 7.1.4.A. 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 7.1.4.B. The Borrower will cause Allure of the Seas Inc. to cause the Purchased Vessel to be exclusively operated by or chartered to the Borrower or one of the Borrower’s wholly-owned Subsidiaries, provided that the Borrower or such wholly-owned Subsidiary may charter out the Purchased Vessel on a time charter with a stated duration not in excess of one year.
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.

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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 and upon reasonable prior notice, 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 Obligations have been paid and performed in full, the Borrower will perform its obligations applicable to it 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 principal business activity other than those engaged in by the Borrower and its Subsidiaries on the Original Effective Date and other business activities reasonably related thereto.
SECTION 7.2.2. Indebtedness . The Borrower will not permit any of the Existing Principal Subsidiaries (or any other Principal Subsidiary that, after the 2012 Restatement Effective Date, has acquired a Vessel owned by an Existing Principal Subsidiary on the 2012 Restatement Effective Date) 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 ;
(b)    Indebtedness owing to the Borrower or a wholly owned direct or indirect Subsidiary of the Borrower;
(c)    Indebtedness incurred to finance, refinance or refund the cost (including the cost of construction) of assets acquired after the 2012 Restatement Effective Date;
(d)    Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted to be secured under Section 7.2.3(c) , at any one time outstanding not exceeding the greater of (determined at the time of creation of such Lien or the incurrence of such Indebtedness, as applicable) (x) 5.0% 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 and (y) $735,000,000.
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)    [Intentionally omitted];
(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

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Borrower after the Original Effective Date) acquired after the Original 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;
(c)    in addition to other Liens permitted under this Section 7.2.3 , Liens securing Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted under Section 7.2.2(d) , at any one time outstanding not exceeding the greater of (determined at the time of creation of such Lien or the incurrence of such indebtedness, as applicable) (x) 5.0% 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) $735,000,000, 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 Original Effective Date by the Borrower or any of its Subsidiaries (other than by (x) any Subsidiary that is an Existing Principal Subsidiary (or other Principal Subsidiary subject to the limitations of Section 7.2.2 ) 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 Original 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 of the Borrower or its Subsidiaries;

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(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;
(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.
(m)    normal and customary rights of setoff upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to bankers’ liens, rights or setoff or similar rights in favor of banks or other depository institutions; and
(n)    Liens in respect of rights of setoff, recoupment and holdback in favor of credit card processors securing obligations in connection with credit card processing services incurred in the ordinary course of business.
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.

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(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, 2007 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
(a)    the Borrower or any direct or indirect wholly owned Subsidiary of the Borrower; and
(b)    other Investments by the Principal Subsidiaries in an aggregate amount not to exceed $100,000,000 at any time outstanding.
SECTION 7.2.6. Consolidation, Merger, etc .
SECTION 7.2.6.A. 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 (i) 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 or (ii) merge with and into another Person in connection with a sale or other disposition permitted by Section 7.2.7 ; and
(b)    so long as no Event of Default or Prepayment Event 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 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

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writing, delivered to the Administrative Agent, all of the Borrower’s obligations hereunder and under the other Loan Documents to which it is a party.
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 at the time of any such sale:
(i)    the aggregate net book value of all such assets sold during each fiscal year does not exceed an amount equal to the greater of (x) 12.5% of Stockholders’ Equity as at the end of the last Fiscal Quarter and (y) $675,000,000; and
(ii)    to the extent any asset has a fair market value in excess of $250,000,000 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;
(d)    sales of other assets in the ordinary course of business; and
(e)    sales of assets between or among the Borrower and Subsidiaries of the Borrower.
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, the fees provided for in Section 11.8 or the Finnvera Guarantee Premium, provided that in the case of a default in the payment of interest on any Loan or the Finnvera Guarantee Premium, such default shall continue unremedied for a period of at least two Business Days after notice thereof shall have been given

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to the Borrower by the Administrative Agent, and in the case of any other amount (other than payment of principal of any Loan), 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 or under any other Loan Document (including any certificates delivered pursuant to Article V) is or shall be incorrect in any material respect when made.
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 to which it is a party (other than the covenants set forth in Sections 4.12 and 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 . (a) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness hereunder or with respect to the Hedging Instruments) 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, (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) 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 (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), or (d) 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 thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness). For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such

41



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)    Any termination of a Pension Plan by the Borrower, any members of its Controlled Group or any other Person 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 $100,000,000; 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 60 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 60-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

42



consented to or acquiesced in by the Borrower or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 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 60-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 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 shall at the request, or may with the consent, of the Required Lenders and Finnvera, by notice to the Borrower, declare all of the outstanding principal amount of the Loans and other Obligations to be due and payable, 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.
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 of Control . There occurs any Change of Control.
SECTION 9.1.2. [Intentionally omitted] .
SECTION 9.1.3. Unenforceability . Any Loan Document to which it is a party shall cease to be the legally valid, binding and enforceable obligation of the Borrower thereto (in each case, other than with respect to provisions of any Loan Document (i) identified as unenforceable in the form of the opinion of counsel to the Borrower set forth as Exhibit A-2 to the Assignment and Amendment or (ii) that a court of competent jurisdiction has determined are

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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 applicable to the Borrower set forth in Sections 4.12 or 7.2.4 .
SECTION 9.1.6. Judgments . Any judgment or order for the payment of money in excess of $100,000,000 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 30 consecutive 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.
SECTION 9.1.8. Arrest . Any Vessel or Vessels shall be arrested and the same shall continue unremedied for at least 20 days, unless the same would not have a Material Adverse Effect.
SECTION 9.1.9. Unenforceability of Finnvera Guarantee . The Finnvera Guarantee shall be fully or partially withdrawn, suspended, terminated, revoked or cancelled or shall otherwise cease to be the legally valid, binding and enforceable obligation of Finnvera except if caused solely by the action or inaction of the holder or beneficiary of the Finnvera Guarantee.
SECTION 9.1.10. Change in Ownership of the Allure of the Seas Inc. The Borrower ceases to own beneficially directly or indirectly at least 100% of the issued stock carrying voting rights of Allure of the Seas Inc.
SECTION 9.1.11. Total Loss . The Purchased Vessel is or becomes a Total Loss and the period of one hundred eighty days from such Total Loss has elapsed. “Total Loss” for

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these purposes shall mean an actual, constructive, agreed, compromised or arranged total loss of the Purchased Vessel or a requisition for title or other compulsory acquisition of the Purchased Vessel otherwise than by requisition for hire.
SECTION 9.1.12. Sale/Disposal of Purchased Vessel . The Purchased Vessel is sold, transferred or otherwise disposed of by the Borrower other than to a wholly-owned Subsidiary of the Borrower.
SECTION 9.1.13. Prepayment Triggered Under Finnvera Guarantee . The Administrative Agent shall have received written notice from Finnvera that a Specified Event (as defined in the Finnvera Guarantee) shall have occurred and be continuing until such time, if any, as Finnvera, in its sole discretion, withdraws or revokes such notice.
SECTION 9.2. Mandatory Prepayment . If any Prepayment Event shall occur and be continuing, the Administrative Agent shall at the request, or may with the consent, of the Required Lenders and Finnvera, by notice to the Borrower 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).
ARTICLE X

[Intentionally omitted.]
ARTICLE XI

THE ADMINISTRATIVE AGENT
SECTION 11.1. Actions . Each Lender hereby appoints SEB 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, each of its Affiliates and their respective officers, advisors, directors and employees, according to such Lender’s pro rata share of the Loans, from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel) that may be incurred by or asserted or awarded against, the

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Administrative Agent acting in its capacity as 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 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 11.2. [Intentionally omitted.]
SECTION 11.3. Exculpation . Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable to any Lender or Finnvera 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 as 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 12.11.1 ; (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

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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 11.4. Successor . The Administrative 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 Administrative Agent for such resigning Administrative Agent has been appointed as provided in this Section 11.4 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at any time shall resign, the Required Lenders shall, subject to the consent of the Borrower (such consent not to be unreasonably withheld) appoint another Lender as a successor to the Administrative Agent which shall thereupon become the Administrative Agent’s successor hereunder; provided , that the Required Lenders shall, subject to the consent of the Borrower (unless an Event of Default or a Prepayment Event shall have occurred and be continuing) (such consent not to be unreasonably withheld) and subject also to the consent of Finnvera (such consent not to be unreasonably withheld), offer to each of the other Lenders in turn, in the order of their respective Loan amounts, the right to become successor Administrative Agent. If no successor Administrative Agent for the resigning Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the resigning Administrative Agent’s giving notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or 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. If no

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successor shall have accepted its appointment as Administrative Agent hereunder within 30 days after the resignation of the resigning Administrative Agent then the Required Lenders shall cooperate in good faith to execute the duties of the Administrative Agent hereunder and under the other Loan Documents and shall be entitled to the rights and indemnities of the Administrative Agent hereunder and the resigning Administrative Agent’s resignation shall be effective upon such date and it shall thereupon be discharged from all of its duties and obligations under this Agreement and the other Loan Documents. After any resigning Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of:
(a)    this Article XI 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 12.3 and Section 12.4 shall continue to inure to its benefit.
If a Lender acting as the Administrative Agent assigns its Loan to one of its Affiliates, the Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld) assign its rights and obligations as Administrative Agent to such Affiliate.
SECTION 11.5. Loans by the Administrative Agent . The Administrative Agent shall have the same rights and powers with respect to (x) the Loan made by it or any of its Affiliates, and (y) the Note held by it or any of its Affiliates as any other Lender and may exercise the same as if it were not the Administrative Agent. The Administrative 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 it were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. The Administrative Agent shall not 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 the Administrative Agent.
SECTION 11.6. 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 Original Borrower and the Borrower, this Agreement, the other Loan Documents (the terms and provisions of which being satisfactory to such Lender) and such other documents, information and investigations as such Lender has deemed appropriate, made its own credit decision to extend its Loan. Each Lender also acknowledges that it will, independently of the Administrative 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

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rights and privileges available to it under this Agreement or any other Loan Document.
SECTION 11.7. 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. The Administrative Agent (a) shall give prompt notice to Finnvera of any approvals of Finnvera requested by the Borrower or Lender pursuant to the terms of this Agreement, (b) shall provide Finnvera copies of (i) all amendments, waivers or other modifications to this Agreement and (ii) all information related to the Borrower requested by Finnvera to the extent such information is received from a Borrower and (d) shall give prompt notice to Finnvera of the termination of this Agreement and any prepayment of the Loans hereunder.
SECTION 11.8. 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.
ARTICLE XII

MISCELLANEOUS PROVISIONS
SECTION 12.1. 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, the Required Lenders and Finnvera (in the case of Finnvera, such consent not to be unreasonably withheld or delayed); provided that no such amendment, modification or waiver which would:
(a)    modify this Section 12.1 , change the definition of “Required Lenders”, 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 and Finnvera;
(b)    reduce any fees described in Article III , extend any date fixed for payment, 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) shall be made without the consent of each Lender affected thereby and Finnvera; or

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(c)    affect 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 12.2. Notices . (a) All notices and other communications provided to any party hereto under this Agreement 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 such Loan Document 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 12.2(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 SEB 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 the payment of any principal or other amount due hereunder or any other Loan Document prior to the scheduled date therefor or (ii) provides notice of any Default or Prepayment Event (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 agency@seb.co.uk.
(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 (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 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

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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 12.3. Payment of Costs and Expenses . The Borrower agrees to pay on demand all reasonable expenses of Finnvera and the Administrative Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent and counsel to Finnvera and of local counsel, if any, who may be retained by counsel to the Administrative Agent or counsel to Finnvera) 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 also agrees to reimburse the Administrative Agent, Finnvera and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Administrative Agent, Finnvera 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 or the rights of the Administrative Agent and Finnvera under or in connection with the Loan Documents.

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SECTION 12.4. Indemnification . In consideration of the execution and delivery of this Agreement and the other Loan Documents by the Administrative Agent, Finnvera and each Lender and the making of the Loans, the Borrower hereby indemnifies and holds harmless the Administrative Agent, Finnvera, 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 other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, any Taxes (as defined in the Finnvera Guarantee) arising as a result of payments made to Finnvera by the Administrative Agent acting as the Guarantee Holder under the Finnvera Guarantee) 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 12.4 , (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

52



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 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 12.5. Survival . The obligations of the Borrower under Sections 4.3 , 4.4 , 4.5 , 4.6 , 4.7 , 12.3 and 12.4 , and the obligations of the Lenders under Section 11.1 , shall in each case survive any termination of this Agreement and the other Loan Documents and the payment in full of all Obligations. The representations and warranties made by the Borrower in this Agreement shall survive the execution and delivery of this Agreement.

53



SECTION 12.6. 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 12.7. 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 12.8. 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.
SECTION 12.9. Governing Law . THIS AGREEMENT AND EACH NOTE SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER, AND SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
SECTION 12.10. 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 12.11 .
SECTION 12.11. Sale and Transfer of Loans; Participations in Loans . Each Lender may assign, or sell participations in, its Loan to one or more other Persons in accordance with this Section 12.11 .
SECTION 12.11.1. 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;

54



(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, (C) Finnvera and, with respect to any portion of the Loans that are indemnified by Finnvera, further to such re-insurer providing any reimbursement of such indemnification to Finnvera, or (D) following the occurrence and during the continuance of an Event of Default under Sections 8.1.1, 8.1.4(a) or 8.1.6 to one or more commercial banks or other financial institutions; 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 Loan and any 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 Loan (which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender’s Loan) in a minimum aggregate amount of $25,000,000 (or, if less, all of such Lender’s Loan); provided that no Lender shall assign and delegate all or any fraction of such Lender’s Loan without the prior written consent of Finnvera, except that Finnvera’s consent shall not be required for an assignment to an Eligible Assignee; provided , further , 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, 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. If requested by

55



the applicable Lender under Section 2.5 , 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 Loan and, if the assignor Lender has retained any portion of its Loan hereunder, a replacement Note in the principal amount of the portion of the Loan 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 $3,500 (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 12.11.2. 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 Loan or other interests of such Lender hereunder; provided that no Lender shall sell participating interests in any of its Loan or other interests of such Lender hereunder without the prior written consent of Finnvera; provided , further , that:
(a)    no participation contemplated in this Section 12.11 shall relieve such Lender from its other obligations hereunder;
(b)    such Lender shall remain solely responsible for the performance of such obligations;
(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 Section 12.1(c) ; 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.

56



SECTION 12.12. 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 12.13. 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 TO WHICH IT IS A PARTY 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, 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 TO WHICH IT IS A PARTY.
SECTION 12.14. Process Agent . If at any time the Borrower ceases to have a place of business in the United States, the Borrower shall appoint an

57



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 12.15. Judgment . (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in one currency (the “ Primary Currency ”) into another currency (the “ Secondary 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 the Primary Currency with such Secondary Currency at SEB’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 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 the Secondary 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 the Secondary 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.
SECTION 12.16.

58



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.
SECTION 12.17. Reference Lender Information . The Administrative Agent agrees (i) to keep confidential the rates to be used in the calculation of the LIBO Rate supplied by each Reference Lender pursuant to or in connection with this Agreement and (ii) that it has developed procedures to ensure that such rates are not submitted by the Reference Lenders to, or shared with, any individual who is formally designated as being involved in the ICE Benchmark Administration Limited LIBOR submission process; provided that such rates may be shared with the Borrower and any of its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates that have a commercially reasonable business need to know such rates, subject to an agreement by the recipient thereof to comply with the provisions of this paragraph as if it were the Administrative Agent.



59



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., as
 
Borrower
 
 
 
By: ______________________________________
 
      Title:
 
 
Address:
1050 Caribbean Way
 
Miami, Florida 33132
 
Facsimile No.: (305) 539-0562
 
Attention: Trasurer
 
With a copy to: General Counsel

        










    



    
 
SKANDINAVISKA ENSKILDA BANKEN
 
AB (publ),
 
as Administrative Agent
 
 
 
By: ______________________________________
 
      Title:
 
 
 
By: ______________________________________
 
      Title:




2



Commitment
 
Lenders:
 
 
 
282,500,000
 
FORTIS BANK SA/NV,
 
 
as Lender
 
 
 
 
 
 
 
 
 
 
 
By:___________________________
 
 
Title:
 
 
 
 
 
 
 
 
 
 
 
By:___________________________
 
 
Title:
 
 
 
 
Address:
Montangne du Parc, 3
 
 
1000 Brussels, Belgium
 
 
Facsimile No.: 322 565 3403
 
 
Attention: Geert Sterck


3



Commitment
 
Lenders:
 
 
 
282,500,000
 
NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
 
 
as Lender
 
 
 
 
 
 
 
 
 
 
 
By:___________________________
 
 
Title:
 
 
 
 
 
 
 
 
 
 
 
By:___________________________
 
 
Title:
 
 
 
 
Address:
437 Madison Ave, 21st Floor
 
 
New York, NY 10022
 
 
Facsimile No.: (212) 421-4420
 
 
Attention: Loan Administration
 
 
With a copy to: Head of Shipping, Offshore and Oil Services


4



Commitment
 
Lenders:
 
 
 
282,500,000
 
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
 
 
as Lender
 
 
 
 
 
 
 
 
 
 
 
By:___________________________
 
 
Title:
 
 
 
 
 
 
 
 
 
 
 
By:___________________________
 
 
Title:
 
 
 
 
Address:
Kungsträdgårdsgatan 8
 
 
SE – 106 40 Stockholm
 
 
Sweden
 
 
Facsimile No.: 46-8 611 0384
 
 
Attention: Credit Operations;
 
 
Scott Lewallen;
 
 
Malcolm Stonehouse


5



Commitment
 
Lenders:
 
 
 
282,500,000
 
CITIBANK EUROPE PLC,
 
 
as Lender
 
 
 
 
 
 
 
 
 
 
 
By:___________________________
 
 
Title:
 
 
 
 
 
 
 
 
 
 
 
By:___________________________
 
 
Title:
 
 
 
 
Address:
1 North Wall Quay
 
 
Dublin 1, Ireland
 
 
Facsimile No.: 353 1622 4035
 
 
Attention: Chris Perrins
 
 
With a copy to: Lindsay Cane





6



SCHEDULE I
DISCLOSURE SCHEDULE
Item 6.9 (b): Vessels

Vessel
Owner
Flag
Sovereign
Pullmantur Cruises Sovereign Limited
Malta
Empress
Pullmantur Cruises Empress Limited
Malta
Monarch
Pullmantur Cruises Monarch Limited
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
Pullmantur Cruises Pacific Dream Limited
Malta
Zenith
Pullmantur Cruises Zenith Ltd.
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





Vessel
Owner
Flag
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
Legend of the Seas
Legend of the Seas Inc.
Bahamas
Splendour of the Seas
Splendour of the Seas Inc.
Bahamas
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
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 Inc.
Bahamas
Anthem of the Seas
Anthem of the Seas Inc.
Bahamas







Item 6.10: 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
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
Legend of the Seas Inc.
Liberia
Splendour of the Seas Inc.
Liberia
Freedom of the Seas Inc.
Liberia
Azamara Journey Inc.
Liberia





Name of the Subsidiary
Jurisdiction of Organization
Azamara Quest Inc.
Liberia
Pullmantur Cruises Zenith Ltd.
Malta
Pullmantur Cruises Empress Limited
Malta
Pullmantur Cruises Atlantic Limited
Malta
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
Pullmantur Cruises Pacific Dream Limited
Malta
Pullmantur Cruises Sovereign Limited
Malta
Allure of the Seas Inc.
Liberia
Celebrity Silhouette Inc.
Liberia
Celebrity Reflection Inc.
Liberia
Pullmantur Cruises Monarch Limited
Malta
Quantum of the Seas Inc.
Liberia
Brilliance of the Seas Shipping Inc.
Liberia
Anthem of the Seas Inc.
Liberia











SCHEDULE II
Interest Payment Date on or about
Principal Installment
Six months after the Initial Closing Date
$47,083,333.33
First anniversary of the Initial Closing Date
$47,083,333.33
Eighteen months after the Initial Closing Date
$47,083,333.33
Second anniversary of the Initial Closing Date
$47,083,333.33
Thirty months after the Initial Closing Date
$47,083,333.33
Third anniversary of the Initial Closing Date
$47,083,333.33
Forty two months after the Initial Closing Date
$47,083,333.33
Fourth anniversary of the Initial Closing Date
$47,083,333.33
Fifty four months after the Initial Closing Date
$47,083,333.33
Fifth anniversary of the Initial Closing Date
$47,083,333.33
Sixty six months after the Initial Closing Date
$47,083,333.33
Sixth anniversary of the Initial Closing Date
$47,083,333.33
Seventy eight months after the Initial Closing Date
$47,083,333.33
Seventh anniversary of the Initial Closing Date
$47,083,333.33
Ninety months after the Initial Closing Date
$47,083,333.33
Eighth anniversary of the Initial Closing Date
$47,083,333.33
One hundred two months after the Initial Closing Date
$47,083,333.33
Ninth anniversary of the Initial Closing Date
$47,083,333.33
One hundred fourteen months after the Initial Closing Date
$47,083,333.33
Tenth anniversary of the Initial Closing Date
$47,083,333.33
One hundred twenty six months after the Initial Closing Date
$47,083,333.33
Eleventh anniversary of the Initial Closing Date
$47,083,333.33
One hundred thirty eight months after the Initial Closing Date
$47,083,333.33
Stated Maturity Date
Remaining outstanding balance of the Loans




EXHIBIT 10.6

EXECUTION COPY
AMENDMENT TO HULL NO. S-691 CREDIT AGREEMENT
This AMENDMENT TO HULL NO. S-691 CREDIT AGREEMENT (this “ Amendment ”), dated January 19, 2016, is among ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation (the “ Borrower ”) and KFW IPEX-BANK GMBH in its capacity as agent for Hermes (in such capacity, the “ Hermes Agent ”) and in its capacity as administrative agent (in such capacity, the “ Administrative Agent ”) and in its capacity as Lender (in such capacity, the “ Lender ”).
PRELIMINARY STATEMENTS
(1)    The Borrower, the Lender, the Hermes Agent and the Administrative Agent are parties to a Hull No. S-691 Credit Agreement dated as of December 19, 2008 and amended and restated as of February 17, 2012 (such Hull No. S-691 Credit Agreement as in effect immediately prior to giving effect to this Amendment, the “ Existing Credit Agreement ” and as amended hereby, the “ Restated Credit Agreement ”);
(2)    The Borrower, the Lender and the Administrative Agent have agreed to amend the Existing Credit Agreement as hereinafter set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:    
SECTION 1. Amendment to the Existing Credit Agreement. In consideration of the mutual covenants in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Hermes Agent, the Administrative Agent and the Lender agree that the Existing Credit Agreement is, subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended on the Restatement Effective Date in its entirety to read as set forth in Appendix I hereto.
SECTION 2. Conditions of Effectiveness of Restated Credit Agreement. The Restated Credit Agreement shall become effective in accordance with the terms of this Amendment on the date (the “ Restatement Effective Date ”) each of the following conditions has been satisfied to the reasonable satisfaction of the Administrative Agent:
(a)    The Administrative Agent shall have received from the Borrower:
(i)    a certificate of its Secretary or Assistant Secretary as to the incumbency and signatures of those of its officers authorized to act with respect to this Amendment and as to the truth and completeness of the attached resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Amendment, and upon which certificate the Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower canceling or amending such prior certificate; and
(ii)    a Certificate of Good Standing issued by the relevant Liberian authorities in respect of the Borrower.
(b)    The Administrative Agent or the Hermes Agent shall have received to its reasonable satisfaction a duly executed amendment to the Hermes Insurance Policy.

 

    

(c)    The Administrative Agent shall have received all invoiced expenses of the Administrative Agent (including the agreed fees and expenses of counsel to the Administrative Agent) required to be paid by the Borrower pursuant to Section 5 below or that the Borrower has otherwise agreed in writing to pay to the Administrative Agent, in each case on or prior to the Restatement Effective Date.
(d)    The represenations and warranties set forth in Section 3 are true as of the Restatement Effective Date.
The Administrative Agent shall notify the Lender and the Borrower of the Restatement Effective Date, and such notice shall be conclusive and binding.
SECTION 3. Representation and Warranties of the Borrower . To induce the Lender to enter into this Amendment, the Borrower represents and warrants that, as of the date hereof and as of the Restatement Effective Date:
(a)    The representations and warranties contained in Article VI of the Restated 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, 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 has occurred and is continuing.
SECTION 4. Reference to and Effect on the Existing Credit Agreement . On and after the Restatement Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Restated Credit Agreement.
SECTION 5. Costs and Expenses . The Borrower agrees to pay on demand all reasonable 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 counsel for the Administrative Agent with respect hereto and thereto as agreed with the Administrative Agent) in accordance with the terms of Section 11.3 of the Restated Credit Agreement.
SECTION 6. Designation . In accordance with the Restated Credit Agreement, each of the Lender and the Administrative Agent designates this Amendment as a Loan Document.
SECTION 7. Third Party Rights . No term of this Amendment is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not party to this Amendment.
SECTION 8. 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 electronic mail or facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 9. Governing Law . This Amendment and any non-contractual obligations arising in connection with it shall be governed by, and construed in accordance with, English law.

 

    

SECTION 10. Incorporation of Terms . The provisions of Section 11.14.2, 11.14.3 and 11.14.4 of the Restated Credit Agreement shall be incorporated into this Amendment as if set out in full in this Amendment and as if references in those sections to “this Agreement” were references to this Amendment.
SECTION 11. Defined Terms . Capitalized terms not otherwise defined in the Amendment shall have the same meanings as specified in the Restated Credit Agreement.

[ Remainder of page intentionally left blank .]

 



IN WITNESS WHEREOF , the parties to this Amendment have caused this Amendment to be duly executed and delivered as of the date first above written.

ROYAL CARIBBEAN CRUISES LTD.,
as Borrower
ROYAL CARIBBEAN CRUISES LTD.,
as Borrower
By : /s/ Antje M. Gibson ____________
Name: Antje M. Gibson
Title: Vice President, Treasurer
Address: 1050 Caribbean Way
Miami, Florida 33132
Facsimile No.: (305) 539-6400
Email:    agibson@rccl.com

    bstein@rccl.com
Attention: Vice President and Treasurer
With a copy to: General Counsel













REFLECTION FACILITY AMENDMENT — SIGNATURE PAGE



KFW IPEX-BANK GMBH,
as Hermes Agent, as Administrative Agent and Lender

By /s/ Claudia Wenzel _____________
Name: Claudia Wenzel
Title: Vice President

By /s/ Andre Tielé ________________
Name:Andre Tielé
Title: Vice President
Address: P almengartenstrasse 5-9
D-60325 Frankfurt am Main
Germany

Facsimile No.: +49 (69) 7431 3768
Email:    claudia.wenzel@kfw.de
Attention: Maritime Industries

With a copy to: Credit Operations
Facsimile No.: +49 (69) 7431 2944







REFLECTION FACILITY AMENDMENT — SIGNATURE PAGE




APPENDIX I
EXECUTION COPY

_________________________________________
AMENDED AND RESTATED
HULL NO. S-691 CREDIT AGREEMENT
_________________________________________
dated as of December 19, 2008
amended and restated on February 17, 2012
and further amended and restated on January 19, 2016
BETWEEN
Royal Caribbean Cruises Ltd.
as the Borrower,
the Lenders from time to time party hereto,
and
KfW IPEX-Bank GmbH
as Hermes Agent and Administrative Agent





 



TABLE OF CONTENTS
 
 
PAGE

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
 
SECTION 1.1. Defined Terms
2

SECTION 1.2. Use of Defined Terms
12

SECTION 1.3. Cross-References
12

SECTION 1.4. Application of this Agreement to KfW IPEX as an Option A Lender
12

SECTION 1.5. Accounting and Financial Determinations
13

ARTICLE II COMMITMENTS AND BORROWING PROCEDURES
 
SECTION 2.1. Commitment
13

SECTION 2.2. [RESERVED]
13

SECTION 2.3. [RESERVED]
13

SECTION 2.4. Funding
13

ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
 
SECTION 3.1. Repayments
14

SECTION 3.2. Prepayment
14

SECTION 3.3. Interest Provisions.
14

SECTION 3.3.1. Rates.
14

SECTION 3.3.2. Election of Floating Rate.
15

SECTION 3.3.3. Conversion to Floating Rate.
15

SECTION 3.3.4. Post-Maturity Rates.
15

SECTION 3.3.5. Payment Dates.
15

SECTION 3.3.6. Interest Rate Determination; Replacement Reference Banks
16

SECTION 3.4. [RESERVED].
16

SECTION 3.4.1. [RESERVED]
16

SECTION 3.5. [RESERVED]
16

SECTION 3.5.1. [RESERVED]
16

SECTION 3.6. [RESERVED]
16

SECTION 3.7. [RESERVED]
16

ARTICLE IV CERTAIN LIBO RATE AND OTHER PROVISIONS
 
SECTION 4.1. LIBO Rate Lending Unlawful.
16

SECTION 4.2. Deposits Unavailable
17

SECTION 4.3. Increased LIBO Rate Loan Costs, etc.
18

SECTION 4.4. Funding Losses
19

SECTION 4.4.1. Indemnity
19

SECTION 4.5. Increased Capital Costs
21

SECTION 4.6. Taxes
21

SECTION 4.7. Reserve Costs
23

SECTION 4.8. Payments, Computations, etc.
24

SECTION 4.9. Replacement Lenders, etc.
25

SECTION 4.10. Sharing of Payments
26

SECTION 4.11. Set-off
26

SECTION 4.12. Use of Proceeds
26

ARTICLE V CONDITIONS TO BORROWING
 
SECTION 5.1. Advance of the Loan
27

SECTION 5.2. Conditions to Effectiveness
27


i




SECTION 5.3. CIRR requirements
27

 
 
ARTICLE VI REPRESENTATIONS AND WARRANTIES
 
SECTION 6.1. Organization, etc.
28

SECTION 6.2. Due Authorization, Non-Contravention, etc.
28

SECTION 6.3. Government Approval, Regulation, etc.
29

SECTION 6.4. Compliance with Laws
29

SECTION 6.5. Validity, etc.
29

SECTION 6.6. No Default, Event of Default or Prepayment Event
29

SECTION 6.7. Litigation
30

SECTION 6.8. The Purchased Vessel
30

SECTION 6.9. Obligations rank pari passu
30

SECTION 6.10. No Filing, etc. Required
30

SECTION 6.11. No Immunity
30

SECTION 6.12. Investment Company Act
31

SECTION 6.13. Regulation U
31

SECTION 6.14. Accuracy of Information
31

ARTICLE VII COVENANTS
 
SECTION 7.1. Affirmative Covenants
31

SECTION 7.1.1. Financial Information, Reports, Notices, etc.
31

SECTION 7.1.2. Approvals and Other Consents.
32

SECTION 7.1.3. Compliance with Laws, etc.
33

SECTION 7.1.4. The Purchased Vessel
33

SECTION 7.1.5. Insurance
34

SECTION 7.1.6. Books and Records
34

SECTION 7.1.7. Hermes Insurance Policy/Federal Republic of Germany Requirement
34

SECTION 7.2. Negative Covenants
34

SECTION 7.2.1. Business Activities
34

SECTION 7.2.2. Indebtedness
35

SECTION 7.2.3. Liens
35

SECTION 7.2.4. Financial Condition
37

SECTION 7.2.5. Investments
38

SECTION 7.2.6. Consolidation, Merger, etc.
38

SECTION 7.2.7. Asset Dispositions, etc.
38

SECTION 7.3. Limitation in respect of Certain Representations, Warranties and Covenants.
39

ARTICLE VIII EVENTS OF DEFAULT
 
SECTION 8.1. Listing of Events of Default
39

SECTION 8.1.1. Non-Payment of Obligations
39

SECTION 8.1.2. Breach of Warranty
40

SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations
40

SECTION 8.1.4. Default on Other Indebtedness
40

SECTION 8.1.5. Bankruptcy, Insolvency, etc.
41

SECTION 8.2. Action if Bankruptcy
41

SECTION 8.3. Action if Other Event of Default
42

ARTICLE IX PREPAYMENT EVENTS
 
SECTION 9.1. Listing of Prepayment Events
42


ii





SECTION 9.1.1. Change of Control
42

SECTION 9.1.2. [RESERVED]
42

SECTION 9.1.3. Unenforceability
42

SECTION 9.1.4. Approvals
42

SECTION 9.1.5. Non-Performance of Certain Covenants and Obligations
42

SECTION 9.1.6. Judgments
42

SECTION 9.1.7. Condemnation, etc.
43

SECTION 9.1.8. Arrest
43

SECTION 9.1.9. Sale/Disposal of the Purchased Vessel
43

SECTION 9.1.10. [RESERVED]
43

SECTION 9.1.11. [RESERVED]
43

SECTION 9.2. Mandatory Prepayment
43

ARTICLE X THE ADMINISTRATIVE AGENT AND THE HERMES AGENT
 
SECTION 10.1. Actions
43

SECTION 10.2. Indemnity
44

SECTION 10.3. Funding Reliance, etc
44

SECTION 10.4. Exculpation
45

SECTION 10.5. Successor
45

SECTION 10.6. Loans by the Administrative Agent
46

SECTION 10.7. Credit Decisions
47

SECTION 10.8. Copies, etc
47

SECTION 10.9. The Agents’ Rights
47

SECTION 10.10. The Administrative Agent’s Duties
47

SECTION 10.11. Employment of Agents
48

SECTION 10.12. Distribution of Payments
48

SECTION 10.13. Reimbursement
48

SECTION 10.14. Instructions
49

SECTION 10.15. Payments
49

SECTION 10.16. “Know your customer” Checks
49

SECTION 10.17. No Fiduciary Relationship
49

ARTICLE XI MISCELLANEOUS PROVISIONS
 
SECTION 11.1. Waivers, Amendments, etc.
49

SECTION 11.2. Notices
50

SECTION 11.3. Payment of Costs and Expenses
52

SECTION 11.4. Indemnification
52

SECTION 11.5. Survival
53

SECTION 11.6. Severability
54

SECTION 11.7. Headings
54

SECTION 11.8. Execution in Counterparts,.
54

SECTION 11.9. Third Party Rights
54

SECTION 11.10. Successors and Assigns
54

SECTION 11.11. Sale and Transfer of the Loan; Participations in the Loan
54

SECTION 11.11.1. Assignments
54

SECTION 11.11.2. Participations
56

SECTION 11.11.3. Register
57

SECTION 11.12. Other Transactions
57


iii





SECTION 11.13. Hermes Insurance Policy.
58

SECTION 11.13.1. Terms of Hermes Insurance Policy
58

SECTION 11.13.2. [RESERVED]
58

SECTION 11.13.3. Obligations of the Hermes Agent and the Lenders.
58

SECTION 11.14. Law and Jurisdiction
59

SECTION 11.14.1. Governing Law
59

SECTION 11.14.2. Jurisdiction
60

SECTION 11.14.3. Alternative Jurisdiction
60

SECTION 11.14.4. Service of Process
60

SECTION 11.15. Confidentiality
60



iv






EXHIBITS
Exhibit A    -    Repayment Schedule
Exhibit B    -    [Reserved]
Exhibit C    -    [Reserved]
Exhibit D-1    -    Form of Original Closing Date Opinion of Liberian Counsel to Borrower
Exhibit D-2    -    [Reserved]
Exhibit D-3    -    [Reserved]
Exhibit E    -    Form of Lender Assignment Agreement
Exhibit F    -    Form of Option A Refinancing Agreement
Exhibit G    -    Form of Pledge Agreement


v





AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED HULL NO. S-691 CREDIT AGREEMENT, dated as of December 19, 2008 as amended and restated on February 17, 2012 and as further amended and restated on January 19, 2016 , is among Royal Caribbean Cruises Ltd., a Liberian corporation (the “ Borrower ”), KfW IPEX-Bank GmbH, in its capacity as agent for the Lenders referred to below in respect of Hermes-related matters (in such capacity, the “ Hermes Agent ”), in its capacity as administrative agent (in such capacity, the “ Administrative Agent ”) and in its capacity as a lender (in such capacity, together with each of the other Persons that shall become a “Lender” in accordance with Section 11.11.1 of this Agreement, each of them individually a “ Lender ” and, collectively, the “ Lenders ”).
W I T N E S S E T H:
WHEREAS,
(A)
The Borrower and Meyer Werft GmbH, Papenburg (the “ Builder ”) entered on April 15, 2008 into a Contract for the Construction and Sale of Hull No. S-691 (as amended from time to time, the “ Construction Contract ”) pursuant to which the Builder agreed to design, construct, equip, complete, sell and deliver the passenger cruise vessel bearing Builder’s hull number S-691 (now “CELEBRITY REFLECTION” with IMO number 5696541(the “ Purchased Vessel ”);
(B)
The Lenders made available to the Borrower, upon the terms and conditions contained in the Amended and Restated Hull No. S-691 Credit Agreement dated as of February 17, 2012 among the Borrower, the Hermes Agent, the Administrative Agent and each Lender from time to time party thereto (the “ First Restated Credit Agreement ”), a US dollar loan facility equal to the US Dollar Equivalent of up to eighty per cent (80%) of the Contract Price of the Purchased Vessel, as adjusted from time to time in accordance with the Construction Contract to reflect, among other adjustments, change orders, in an amount not to exceed the US Dollar Equivalent corresponding to EUR 485,600,000;
(C)
The proceeds of such loan facility were provided to the Borrower two (2) Business Days prior to the delivery of the Purchased Vessel for the purpose of paying a portion of the Contract Price, as defined in the Construction Contract in connection with the Borrower’s purchase of the Purchased Vessel;
(D)
Pursuant to an Amendment Agreement dated as of January 19, 2016 (the “ Amendment Agreement ”), and upon satisfaction of the conditions set forth therein, the First Restated Credit Agreement is being amended and restated in the form of this Agreement.
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.
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 10.5 .
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.
Agreement ” means, on any date, this credit agreement as originally in effect on the Original Effective Date and amended and restated on each of the First Restatement Effective Date and the Second Restatement Effective Date and as thereafter from time to time amended, supplemented, amended and restated, or otherwise modified and in effect on such date.
Amendment Agreement ” is defined in the preamble.
" Anti-Corruption Laws " means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates from time to time concerning or relating to bribery or corruption.
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. “ 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.

2





Bank of Nova Scotia Agreement ” means the U.S. $1,128,000,000 amended and restated credit agreement dated as of June 15, 2015 among the Borrower, as borrower, the various financial institutions as are or shall become parties thereto, as lenders, and The Bank of Nova Scotia, as administrative agent, as amended, restated, supplemented or otherwise modified from time to time.
Borrower ” is defined in the preamble .
Builder ” is defined in the preamble .
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, London or Frankfurt, and if the applicable Business Day relates to an advance of the Loan, an Interest Period, prepayment or conversion, in each case with respect to the Loan bearing interest by reference to the LIBO Rate, a day on which dealings in deposits in Dollars are carried on in the London interbank market.
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, 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 and each other Loan Document, 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.
Change of Control ” means an event or series of events by which (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 50% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or (b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the

3





Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.
CIRR Agent ” means KfW, acting in its capacity as CIRR agent in connection with this Agreement.
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 the Loan pursuant to Section 2.1 of the Original Credit Agreement.
Commitment Fees ” is defined in Section 3.4 of the Original Credit Agreement.
Construction Contract ” is defined in the preamble .
Contract Price ” is as defined in the Construction Contract.
Covered Taxes ” is defined in Section 4.6 .
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.
Dollar ” and the sign “ $ ” mean lawful money of the United States.
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.
EUR ” and the sign “ ” mean the currency of participating member states of the European Monetary Union pursuant to Council Regulation (EC) 974/98 of 3 May 1998, as amended from time to time.
Event of Default ” is defined in Section 8.1 .
Existing Principal Subsidiaries ” means each Subsidiary of the Borrower that is a Principal Subsidiary on the First Restatement Effective Date.
FATCA ” means Sections 1471 through 1474 of the Code, as in effect at the date hereof (or any amended or successor version that is substantively comparable) , any current or future regulations promulgated thereunder or official interpretations thereof, any agreements entered

4





into pursuant to section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any published intergovernmental agreement entered into in connection with the implementation of such sections of the Code, any published intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such published intergovernmental agreements.
Fee Letter ” means that certain fee letter dated as of April 15, 2008 between the Administrative Agent and the Borrower.
First Restated Credit Agreement ” is defined in the preamble.
First Restatement Effective Date ” means February 17, 2012.
Fiscal Quarter ” means any quarter of a Fiscal Year.
Fiscal Year ” means any annual fiscal reporting period of the Borrower.
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.
Fixed Rate ” means a rate per annum equal to the sum of 3.93% per annum plus the Fixed Rate Margin.
Fixed Rate Margin ” means 0.20% per annum.
Floating Rate ” means a rate per annum equal to the sum of the LIBO Rate plus the Floating Rate Margin.
Floating Rate Indemnity Amount ” is defined in Section 4.4.1(a) .

5





Floating Rate Loan ” means all or any portion of the Loan bearing interest at the Floating Rate.
Floating Rate Margin ” means, for each Interest Period, 0.40% per annum.
F.R.S. Board ” means the Board of Governors of the Federal Reserve System or any successor thereto.
Funding Losses Event ” is defined in Section 4.4.1 .
GAAP ” is defined in Section 1.5 .
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.
Hermes ” means Euler Hermes Kreditversicherungs AG, Friedensallee 254, 22763 Hamburg acting in its capacity as representative of the Federal Republic of Germany in connection with the issuance of export credit guarantees.
Hermes Agent ” is defined in the preamble.
Hermes Fee ” means the fee payable to Hermes under and in respect of the Hermes Insurance Policy.
Hermes Insurance Policy ” means the guarantee (Deckungsdokument) issued by the Federal Republic of Germany, represented by Hermes, in favor of the Lenders.
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

6





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 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) guarantees by such Person of Indebtedness of others, up to the amount of Indebtedness so guaranteed; (g) obligations of such Person in respect of surety bonds and similar obligations; and (h) liabilities arising under Hedging Instruments.
Indemnified Liabilities ” is defined in Section 11.4 .
Indemnified Parties ” is defined in Section 11.4 .
Interest Make-Up Agreement ” means either an Option A Refinancing Agreement or an Option B Interest Make-Up Agreement
Interest Period ” means the period between the Original Closing Date and the first Repayment Date, and subsequently each succeeding period between two consecutive Repayment Dates, except that:
a)
Any Interest Period which would otherwise end on a day which is not a Business Day shall end on the next Business Day to occur, except if such Business Day does not fall in the same calendar month, the Interest Period will end on the last Business Day in that calendar month, the interest amount due in respect of the Interest Period in question and in respect of the next following Interest Period being adjusted accordingly; and
b)
If any Interest Period is altered by the application of a) above, the subsequent Interest Period shall end on the day on which it would have ended if the preceding Interest Period had not been so altered.
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.
KfW ” means KfW of Palmengartenstrasse 5-9, 60325 Frankfurt am Main, Germany acting in its own name for the account of the government of the Federal Republic of Germany.
KfW IPEX ” means KfW IPEX-Bank GmbH of Palmergartenstrasse 5-9, 60325, Frankfurt am Main, Germany.
Lender Assignment Agreement ” means any Lender Assignment Agreement substantially in the form of Exhibit E .

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Lender ” and “ Lenders ” are defined in the preamble .
Lending Office ” means, relative to any Lender, the office of such Lender designated as such below its signature to the Original Credit Agreement or designated in a Lender Assignment 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 the rate per annum of the offered quotation for deposits in Dollars for six months (or for such other period as shall be agreed by the Borrower and the Administrative Agent) which appears on Reuters LIBOR01 Page (or any successor page) at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period; provided that:
a)
subject to Section 3.3.6 , if no such offered quotation appears on Reuters LIBOR01 Page (or any successor page) 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 Banks as the rate at which each of the Reference Banks was (or would have been) offered deposits of Dollars by prime banks in the London interbank market in an amount approximately equal to the amount of the Loan and for a period of six months; and
b)
for the purposes of determining the post-maturity rate of interest under Section 3.3.4 , 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 Lenders, which period shall be no longer than one month unless the Borrower otherwise agrees.
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 ” means the principal sum of the US Dollar Equivalent of up to eighty per cent (80%) of the Contract Price of the Purchased Vessel (as adjusted from time to time in accordance with the Construction Contract), but in any event in an amount not to exceed the US Dollar Equivalent corresponding to EUR 485,600,000, advanced by the Lenders to the Borrower on the Original Closing Date upon the terms and conditions of the First Restated Credit Agreement or the amount thereof for the time being advanced and outstanding under this Agreement (as the context may require).
Loan Documents ” means this Agreement, the Pledge Agreement and the Amendment Agreement.
Margin ” means the Fixed Rate Margin and/or the Floating Rate Margin.

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Material Adverse Effect ” means a material adverse effect on (a) the business, operations or financial condition of the Borrower and its 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 6.7 .
Net Debt ” means, at any time, the aggregate outstanding principal amount of all debt (including, without limitation, Capitalized Lease Liabilities) 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 any revolving credit facilities of the Borrower, and
b)    the issuance and sale of equity securities.
Nordea Agreement ” means the U.S. $1,150,000,000 amended and restated credit agreement dated as of August 23,2013, as amended by Amendment No. 1 thereto dated as of July 10, 2015, among Royal Caribbean Cruises Ltd., as the borrower, the various financial institutions as are or shall become parties thereto and Nordea Bank Finland PLC, New York Branch as administrative agent, as amended, restated, supplemented or otherwise modified from time to time.
Obligations ” means all obligations (payment or otherwise) of the Borrower arising under or in connection with this Agreement.
Option A Refinancing Agreement ” means a refinancing agreement entered into between the Refinancing Bank and any Lender pursuant to Sections 1.2.1 and 1.2.2 of the Terms and Conditions, substantially in the form of Exhibit F hereto.
Option A Lender ” means each Lender that has executed an Option A Refinancing Agreement.
Option B Interest Make-Up Agreement ” means an interest make-up agreement entered into between the CIRR Agent and any Lender pursuant to Section 1.2.4 of the Terms and Conditions.

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Option B Lender ” means each Lender that has executed an Option B Interest Make-Up Agreement.
Organic Document ” means, relative to the Borrower, its articles of incorporation (inclusive of any articles of amendment to its articles of incorporation) and its by-laws.
Original Borrower ” means Celebrity Reflection Inc. (formerly known as Celebrity Solstice V Inc.)
Original Closing Date ” means the date on which the Loan was advanced, which date is October 5, 2012.
Original Credit Agreement ” means the Hull No. 691 Credit Agreement dated as of December 19, 2008 among the Original Borrower, the Hermes Agent, the Administrative Agent and each Lender from time to time party thereto.
“Original Effective Date” means the date the Original Credit Agreement became effective pursuant to Section 11.8 , of the Original Credit Agreement, which date is December 19, 2008.
Participant ” is defined in Section 11.11.2 .
Participant Register ” is defined in Section 11.11.2 .
Percentage ” means, relative to any Lender, the percentage set forth opposite its signature to the Original Credit Agreement or as set out in the applicable Lender Assignment Agreement, as such percentage may be adjusted from time to time pursuant to Section 4.9 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, limited liability company, 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.
Purchased Vessel ” is defined in the preamble .
Reference Banks ” means, if the LIBO Rate for any Interest Period cannot be determined pursuant to paragraph (a) of the definition of “LIBO Rate”, those banks designated as Reference Banks by the Administrative Agent from time to time that are reasonably acceptable to the Borrower, and each additional Reference Bank and/or each replacement Reference Bank appointed by the Administrative Agent pursuant to Section 3.3.6 .
Refinancing Bank ” means KfW in its capacity as the provider of refinancing pursuant to Section 1.2.2 of the Terms and Conditions.

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Register ” is defined in Section 11.11.3 .
Repayment Date ” means each of the dates for payment of the repayment installments of the Loan specified in Exhibit A, as amended and/or replaced from time to time by the Administrative Agent and the Borrower.
Required Lenders ” means, at any time, Lenders that in the aggregate, hold more than 50% of the aggregate unpaid principal amount of the Loan or, if no such principal amount is then outstanding, Lenders that in the aggregate have more than 50% of the Commitments.
Reuters LIBOR01 Page ” means the display designated as “Page 01” on the Reuters Money News Service or such other page as may replace Page 01 on that service for the purpose of displaying rates comparable to that rate or on such other service as may be nominated by the British Bankers' Association as the information vendor for the purpose of displaying the British Bankers' Association Interest Settlement Rates for Dollars).
" Sanctions " means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.
" Sanctioned Country " means, at any time, a country, region or territory which is itself the subject or target of any Sanctions.
" Sanctioned Person " means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member state, or any person owned or controlled by any such Person or Persons, or (b) any Person operating or organized in a Sanctioned Country.
SEC ” means the United States Securities and Exchange Commission and any successor thereto.
Second Restatement Effective Date ” means the date on which all of the conditions to the effectiveness of the amendment and restatement of the First Restated Credit Agreement in the form of this Agreement, which are set forth in Section 2 of the Amendment Agreement, are satisfied, which date is January 19, 2016.
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 First Restatement Effective Date in GAAP or in the interpretation thereof shall be disregarded in the computation of Stockholders’ Equity such

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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.
Terms and Conditions ” means the general terms and conditions for CIRR Interest Make-Up for Ship Financing issued by the Federal Republic of Germany on July 2, 2008.
US Dollar Equivalent ” means any EUR amount converted to a corresponding US dollar amount as determined four (4) Business Days prior to delivery of the Purchased Vessel using the weighted average rate of exchange that the Borrower has agreed, either in the spot or forward currency markets, to pay its counterparties for the purchase of the relevant amount of EUR with USD for the payment of the final installment of the Contract Price. Such rate of exchange to be evidenced by counterparty confirmations.
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.
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 each notice and other communication delivered from time to time in connection with this Agreement or any other Loan Document.
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, 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. Application of this Agreement to KfW IPEX as an Option A Lender . The parties to this Agreement are aware that KfW IPEX will not enter into an Option A Refinancing Agreement with the CIRR Agent. However, for the purposes of this Agreement, KfW IPEX will be deemed to have entered into an Option A Refinancing Agreement with the CIRR Agent in the form of Exhibit F. Consequently, any reference to an Option A Lender shall include KfW IPEX and any reference to an Option A Refinancing Agreement shall include the Option A Refinancing Agreement deemed to have been entered into by KfW IPEX.

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SECTION 1.5. Accounting and Financial Determinations . Unless otherwise specified, all accounting terms used herein or in any other Loan Document 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 the Borrower elects to apply or is required to apply International Financial Reporting Standards (“ IFRS ”) accounting principles in lieu of GAAP, upon any such election and notice to the Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (i) any change in GAAP or IFRS or in the interpretation thereof or (ii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the Original Effective Date, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Section 7.2.4 in ascertaining 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 Section 7.2.4 continue to be determined in accordance with GAAP relating thereto as if 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 AND BORROWING PROCEDURES
SECTION 2.1. Commitment . On the terms and subject to the conditions of the First Restated Credit Agreement (including Article V ), each Lender severally made its portion of the Loan pursuant to its Commitment described in Section 2.2 of the First Restated Credit Agreement .
SECTION 2.2. [RESERVED] .
SECTION 2.3. [RESERVED] .
SECTION 2.4. Funding . Each Lender may, if it so elects, fulfill its obligation to continue its Loan hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to 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

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such Lender for the account of such foreign branch, Affiliate or international banking facility.
ARTICLE III
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
SECTION 3.1. Repayments . a) Subject to Section 3.1 b) , the Borrower shall repay the Loan in the installments and on the dates set out in Exhibit A.
b)
[RESERVED]
c)
No such amounts repaid by the Borrower pursuant to this Section 3.1 may be reborrowed under the terms of this Agreement.
SECTION 3.2. Prepayment . The Borrower
a)
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 Loan; provided that:
i)
all such voluntary prepayments shall require at least five (5) Business Days’ (or, if such prepayment is to be made on the last day of an Interest Period for such Loan, four (4) Business Days’) prior written notice to the Administrative Agent; and
ii)
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 remaining amount of the Loan) and shall be applied pro rata in satisfaction of the repayment installments of the Loan set out in Exhibit A.
b)
Shall, immediately upon any acceleration of the repayment of the installments of the Loan pursuant to Section 8.2 or 8.3 or the mandatory prepayment of the Loan pursuant to Section 9.2 , repay the Loan.
Each prepayment of the Loan made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4 . No amounts prepaid by the Borrower may be reborrowed under the terms of this Agreement.
SECTION 3.3. Interest Provisions . Interest on the outstanding principal amount of the Loan shall accrue and be payable in accordance with this Section 3.3 .
SECTION 3.3.1. Rates . The Loan shall accrue interest from the Original Closing Date to the date of repayment or prepayment of the Loan in full to the Lenders at the Fixed Rate, subject to (i) any election made by the Borrower to elect the Floating Rate pursuant to Section 3.3.2 or (ii) any conversion of any portion of the Loan held by a Lender to a Floating Rate Loan upon the termination of the Interest Make-Up Agreement to which such Lender is a party in accordance with

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Section 3.3.3 . Interest calculated at the Fixed Rate or the Floating Rate shall be payable semi-annually in arrears on the Repayment Dates set out in Exhibit A . The Loan 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 the Loan. All interest shall be calculated on the basis of the actual number of days elapsed over a year comprised of 360 days.
SECTION 3.3.2. Election of Floating Rate .
a)
[RESERVED]
b)
[RESERVED] .
c)
By written notice to the Administrative Agent no later than 2:00 p.m. Frankfurt time 30 days prior to the end of an Interest Period, the Borrower may elect to pay interest on the Loan for the remainder of the term of the Loan at the Floating Rate, with effect from the end of that Interest Period.
d)
Any election made under Section 3.3.2.c) may only be made one time during the term of the Loan.
SECTION 3.3.3. Conversion to Floating Rate . If, during any Interest Period, the Interest Make-Up Agreement in effect with any Lender is terminated for any reason (other than as a result of the negligence or willful misconduct of such Lender), then the portion of the Loan held by such Lender shall convert to a Floating Rate Loan on the last day of such Interest Period, and the Borrower shall pay interest on such portion of the Loan at the Floating Rate on such portion for the remainder of the term of the Loan. The Borrower shall not incur any liability to make any payments pursuant to Section 4.4 or to pay any other indemnity or compensation obligation in connection with any such conversion.
SECTION 3.3.4. Post-Maturity Rates . After the date any principal amount of the Loan is due and payable (whether on any Repayment 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 (a) in the case of (i) principal of and interest on the Loan payable to each Option A Lender and (ii) interest on the Loan payable to each Option B Lender, the sum of the Floating Rate plus 3% per annum and (b) in the case of any other monetary Obligation, the sum of the Floating Rate plus 2% per annum.
SECTION 3.3.5. Payment Dates . Interest accrued on the Loan shall be payable, without duplication, on the earliest of:

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a)
each Repayment Date;
b)
the date of any prepayment, in whole or in part, of principal outstanding on the Loan (but only on the principal so prepaid); and
c)
on that portion of the Loan the repayment of which is accelerated pursuant to Section 8.2 or Section 8.3 , immediately upon such acceleration.
SECTION 3.3.6. Interest Rate Determination; Replacement Reference Banks . The Administrative Agent shall obtain from each Reference Bank timely information for the purpose of determining the LIBO Rate in the event that no offered quotation appears on Reuters LIBOR01 Page (or any successor page) and the LIBO Rate is to be determined by reference to quotations supplied by the Reference Banks. If any one or more of the Reference Banks 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 Banks. If the Borrower elects to add an additional Reference Bank hereunder or a Reference Bank 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 Bank reasonably acceptable to the Borrower, and such replaced Reference Bank shall cease to be a Reference Bank hereunder. The Administrative Agent shall furnish to the Borrower and to the Lenders each determination of the LIBO Rate made by reference to quotations of interest rates furnished by Reference Banks.
Interest accrued on the Loan or other monetary Obligations arising under this Agreement or any other Loan Document after the date such amount is due and payable (whether upon acceleration or otherwise) shall be payable upon demand.
SECTION 3.4. [RESERVED] .
SECTION 3.4.1. [RESERVED]
SECTION 3.5. [RESERVED]
SECTION 3.5.1. [RESERVED]
SECTION 3.6 [ RESERVED ]
SECTION 3.7. [ RESERVED ].
ARTICLE IV
CERTAIN LIBO RATE AND OTHER PROVISIONS
SECTION 4.1. LIBO Rate Lending Unlawful . If after the Original Effective Date 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 continue or maintain the Loan bearing interest

16





at a rate based on the LIBO Rate, the obligation of such Lender to continue or maintain its Loan bearing interest at a rate based on the LIBO 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 continue and maintain its Loan hereunder shall be automatically converted into an obligation to continue and maintain the Loan bearing interest at a rate to be negotiated between such Lender and the Borrower that is the equivalent of the sum of the LIBO Rate for the relevant Interest Period plus the Floating Rate Margin.
SECTION 4.2. Deposits Unavailable . If, on or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “ Option B Lender ”), the Administrative Agent shall have determined that:
a)
Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or
b)
by reason of circumstances affecting the Reference Banks’ relevant markets, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, or
c)
the cost to the Refinancing Bank, in the event the Borrower has elected the Floating Rate pursuant to Section 3.3.2 , or the cost to Option B Lenders that in the aggregate hold more than 50% of the aggregate unpaid principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, in each case of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate,
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 (15) Business Days after the giving of such Determination Notice, the Administrative Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the lesser of (x) the cost to the Refinancing Bank of funding the portion of the Loan financed by the Refinancing Bank and (y) the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service). The Administrative Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Administrative Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this

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Section 4.2 shall extend beyond the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.
SECTION 4.3. Increased LIBO Rate Loan Costs, etc. If after the Original Effective Date 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 including, without limitation, any agency of the European Union or similar monetary or multinational authority insofar as it may be changed or imposed after the Original Effective Date, shall:
a.
subject any Lender to any taxes, levies, duties, charges, fees, deductions or withholdings of any nature with respect to its portion of the 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 any 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 increased capital costs described in Section 4.5 and 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 portion of the Loan or any part thereof,
and the result of any of the foregoing is either (i) to increase the cost to such Lender of maintaining the 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 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) such Lender 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 such demand pay to the Administrative Agent

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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 such 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 .
SECTION 4.4.1. Indemnity . In the event any Lender shall incur any loss or expense (for the avoidance of doubt excluding loss of profit in the event the Borrower has elected the Floating Rate pursuant to Section 3.3.2 ), by reason of the liquidation or reemployment (at not less than the market rate) of deposits or other funds acquired by such Lender, to continue or maintain any portion of the principal amount of the Loan as a result of:
i)
if at the time interest is calculated at the Floating Rate, any conversion or repayment or prepayment or acceleration of the principal amount of the Loan on a date other than the scheduled last day of an Interest Period or otherwise scheduled date for repayment or payment;
ii)
if at the time interest is calculated at the Fixed Rate, any repayment or prepayment or acceleration of the principal amount of the Loan, other than any repayment made on the date scheduled for such repayment;
iii)
an election by the Borrower of the Floating Rate in accordance with Section 3.3.2.c) ;
iv)
[RESERVED]; or
v)
[RESERVED],

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(a “ Funding Losses Event ”) then, upon the written notice of such Lender to the Borrower (with a copy to the Administrative Agent), the Borrower shall, within five (5) Business Days of its receipt thereof:
a.
if at that time interest is calculated at the Floating Rate, pay directly to the Administrative Agent an amount (the “ Floating Rate Indemnity Amount ”) equal to the amount by which:
(i)
interest calculated at the Floating Rate which a Lender would have received on its share of the amount of the Loan subject to such Funding Losses Event for the period from the date of receipt of any part of its share in the Loan to the last day of the applicable Interest Period,
exceeds:
(ii)
the amount which a Lender would be able to obtain by placing an amount equal to the amount received by it on deposit with a leading bank in the appropriate interbank market for a period starting on the Business Day following receipt and ending on the last day of the applicable Interest Period.
b.
if at that time interest is calculated at the Fixed Rate, pay to the Administrative Agent for the account of such Lender the sum of:
(A)
an amount equal to the amount by which:
(i)
interest calculated at the Fixed Rate which a Lender would have received on its share of the amount of the Loan subject to such Funding Losses Event for the period from the date of receipt of any part of its share of the Loan to the final scheduled date for the repayment of Loan in full pursuant to Section 3.1 ,
exceeds:
(ii)
the amount by which a Lender would be able to obtain by placing an equal amount to the amount received by it on deposit and receiving interest equal to the money market rate then applicable to Dollars on the Reuters page “ICAP1” (the “ Reinvestment Rate ”),
such amount to be discounted to present value at the Reinvestment Rate; and
(B)
if such Lender has entered into an Option B Interest Make-up Agreement, an amount equal to the Floating Rate Indemnity Amount.

20





Such written notice shall include calculations in reasonable detail setting forth the loss or expense to such Lender.
SECTION 4.5. Increased Capital Costs . If after the Original Effective Date 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 Loan 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 Loan 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

21





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 taxes on 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, and any taxes imposed under FATCA (such non-excluded items being called “ Covered Taxes ”). In the event that any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Covered 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 Covered Taxes are directly asserted against the Administrative Agent or any Lender with respect to any payment received or paid by the Administrative Agent or such Lender hereunder, the Administrative Agent or such Lender may pay such Covered 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 Covered Taxes (including any Covered Taxes on such additional amount) shall equal the amount such person would have received had no such Covered Taxes been asserted.
Any Lender claiming any additional amounts payable pursuant to this Section 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 Lender, be otherwise disadvantageous to such Lender.
If the Borrower fails to pay any Covered 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 Covered Taxes, interest or penalties 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 Covered Taxes). For purposes of this Section

22





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 Covered 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, 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 refund, credit, deduction or reduction as such Lender reasonably determines is allocable to such Covered 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) agrees with the Borrower and the Administrative Agent that it will (i) in the case of a Lender or a Participant organized under the laws of a jurisdiction other than the United States (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, an Internal Revenue Service Form W-8BEN claiming the benefits of a tax treaty, 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), in each case attached to an Internal Revenue Service Form W-8IMY, if appropriate, (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 and (c) provide such other tax forms or other documents as shall be prescribed by applicable law, if any, or as otherwise reasonably requested, to demonstrate, to the extent applicable, that payments to such Lender (or Participant) hereunder are exempt from withholding under FATCA, and (ii) in all cases, provide such forms, certificates or other documents, as and when reasonably requested by the Borrower, necessary to claim any applicable exemption from, or reduction of, Covered Taxes or any payments made to or for benefit of such Lender or such Participant, provided that the Lender or Participant is legally able to deliver such forms, certificates or other documents. For any period with respect to which a Lender (or assignee 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 (which, in the case of an Assignee Lender, would be the date on which the original assignor was required to provide such form) or if such form otherwise is not required hereunder) such Lender (or assignee Lender or Participant) shall not be entitled to the benefits of this Section 4.6 with respect to Covered 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, on and after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 , pay to the Administrative Agent for the account

23





of 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 the Loan for each day during such Interest Period:
(i)    the principal amount of the 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 the Loan for such Interest Period as provided in this Agreement (less, if applicable, the Floating Rate Margin) and the denominator of which is one minus any increase after the Original 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.
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. Payments, Computations, etc. a. Unless otherwise expressly provided, all payments by the Borrower pursuant to this Agreement or any other Loan Document 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 set-off, 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 Lenders on the next succeeding Business Day.
b.
(i) Each Option A Lender hereby instructs the Administrative Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank less the Fixed Rate Margin if interest on

24





the Loan made by that Lender is then calculated at the Fixed Rate and less the Floating Rate Margin if interest on that Loan is then calculated at the Floating Rate.
(ii)    Each Option B Lender hereby instructs the Administrative Agent, with respect to any portion of the Loan held by such Option B Lender, to pay to the CIRR Agent interest thereon at the Fixed Rate, if interest on such portion of the Loan is then calculated at the Fixed Rate, and to pay directly to such Lender interest thereon at the Floating Rate, if interest on such portion of the Loan is then calculated at the Floating Rate.
c.
The Administrative Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed 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 set-off, 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 (a) 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 4.9. 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) prepay the affected portion of such Lender’s Loans 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 (a) without replacing such Lender pursuant to the following clause (b) until a 30-day period shall have elapsed during which the Borrower and the Administrative Agent shall have attempted in good faith to replace such Lender), and/or (b) replace such Lender with another financial institution reasonably acceptable to the Administrative Agent, 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 aggregate outstanding 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

25





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 4.10. Sharing of Payments a.    . If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise) on account of the 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 the Loan 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 4.11 ) 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 set-off 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. Set-off . Upon the occurrence and during the continuance of an Event of Default or a Prepayment Event, each Lender 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; provided that any such appropriation and application shall be subject to the provisions of Section 4.10 . Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of set-off under applicable law or otherwise) which such Lender may have.
SECTION 4.12. Use of Proceeds . The Borrower applied the proceeds of the Loan in accordance with Recital (C); without limiting the foregoing, no proceeds of the Loan

26





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. Advance of the Loan . The obligation of the Lenders to fund the Loan made on the Original Closing Date was subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in Section 5.1 of the First Restated Credit Agreement.
SECTION 5.2. Conditions to Effectiveness . The conditions to the effectiveness of the amendment and restatement of the First Restated Credit Agreement in the form of this Agreement are set forth in Section 2 of the Amendment Agreement.
SECTION 5.3. CIRR requirements .
The Borrower acknowledges that:
(i)
the government of the Federal Republic of Germany, the Federal Audit Court or any authorized representatives specified by these bodies shall be authorized at any time to inspect and make or demand copies of the records, accounts, documents and other deeds of the Lenders;
(ii)
in the course of its activity as the Administrative Agent, the Administrative Agent may:
(a)
provide the government of the Federal Republic of Germany with information concerning the transactions to be handled by it; and
(b)
disclose information concerning the subsidized transaction in the context of internationally agreed consultation/notification proceedings and statutory specifications,
including information received from the Lenders; and
(iii)
the Administrative Agent and (to the extent the Lenders have entered into an Option A Refinancing Agreement with the Refinancing Bank) the Lenders are entitled to disclose to the Refinancing Bank:
(a)
circumstances pertaining to the Loan, proper repayment and collateralization;

27





(b)
extraordinary events which may jeopardize the proper servicing of the Loan;
(c)
any information required by the Refinancing Bank with respect to the proper use of any refinancing funds granted to the respective Lender; and
(d)
the Loan Documents;
provided that the Refinancing Bank agrees to keep such information confidential to the same extent required of Lenders pursuant to Section 11.15 .
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
To induce the Lenders and the Administrative Agent to enter into this Agreement, the Borrower represents and warrants to the Administrative Agent and each Lender as set forth in this Article VI as of the Second Restatement Effective Date (except as otherwise stated).
SECTION 6.1. Organization, etc . The Borrower 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 except as would not reasonably be expected to result in a Material Adverse Effect;
c.
contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect;
d.
contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or

28





e.
result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties except as would not reasonably be expected to result in a Material Adverse Effect.
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 Second Restatement Effective Date or that have been obtained or actions not required to be taken on or prior to the Second Restatement Effective Date or that have been taken). The Borrower holds all governmental licenses, permits and other approvals required to conduct its business as conducted by it on the Second Restatement 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 Laws .  
a.
The Borrower is in compliance with all applicable laws, rules, regulations and orders, except to the extent that the failure to so comply does not and would not reasonably be expected to have a Material Adverse Effect.
b.
The Borrower has implemented and maintains in effect policies and procedures designed to procure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Borrower and its Subsidiaries and, to the knowledge of the Borrower, their respective officers, employees, directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions, in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person.  None of (i) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees, or (ii) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
c.
The Borrower 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 the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles.
SECTION 6.6. No Default, Event of Default or Prepayment Event . No Default, Event of Default or Prepayment Event has occurred and is continuing.

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SECTION 6.7. Litigation . There is no action, suit, litigation, investigation or proceeding pending or, to the knowledge of the Borrower, threatened against the Borrower, that (i) except as set forth in filings made by the Borrower with the SEC in the Borrower’s reasonable opinion might reasonably be expected to materially adversely affect the business, operations or financial condition of the Borrower and its 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 6.8. The Purchased Vessel . The Purchased Vessel is:
a.
legally and beneficially owned by the Borrower or one of the Borrower’s wholly owned Subsidiaries,
b.
registered in the name of the Borrower or one of the Borrower’s wholly owned Subsidiaries under the Bahamian or Maltese flag or such other flag as the parties may mutually agree,
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.
exclusively operated by or chartered to the Borrower or one of the Borrower’s wholly owned Subsidiaries, except as otherwise permitted pursuant to Section 7.1.4 ..
SECTION 6.9. 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 other than Indebtedness preferred as a matter of law.
SECTION 6.10. 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 other Loan Documents (except for filings, recordings, registrations or payments not required to be made on or prior to the Original Closing Date or that have been made).
SECTION 6.11. 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 jurisdiction, judgment, attachment, set-off, execution, legal process or remedy would otherwise be permitted or exist).

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SECTION 6.12. 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 6.13. 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 the Loan 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 6.14. 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, if any, 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 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 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:
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 SEC for such Fiscal Quarter, containing unaudited consolidated financial statements of the Borrower for such Fiscal Quarter (including a balance sheet and profit and loss

31





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 SEC 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 LLP 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.
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 SEC or any national securities exchange; and
g.
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;
provided that information required to be furnished to the Administrative Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Administrative Agent when available free of charge on the Borrower’s website at http://www.rclinvestor.com or the SEC’s website at http://www.sec.gov .
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 Agreement and the other Loan Documents and (b) the operation of the Purchased Vessel in compliance with all applicable laws, except, in

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each case, 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.
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 the Borrower, 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;
d.
compliance with all applicable Environmental Laws;
e.
compliance with all anti-money laundering laws and Anti-Corruption Laws applicable to the Borrower, including by not making or causing to be made any offer, gift or payment, consideration or benefit of any kind to anyone, either directly or indirectly, as an inducement or reward for the performance of any of the transactions contemplated by this Agreement to the extent the same would be in contravention of such applicable laws; and
f.
the Borrower will maintain in effect policies and procedures designed to procure compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions.
SECTION 7.1.4. The Purchased Vessel . The Borrower will:
a.
cause the Purchased Vessel to be exclusively operated by or chartered to the Borrower or one of the Borrower’s wholly owned Subsidiaries, provided that the Borrower or such Subsidiary may charter out the Purchased Vessel (i) to entities other than the Borrower and the Borrower’s wholly owned Subsidiaries and (ii) on a time charter with a stated duration not in excess of one year;
b.
cause the Purchased Vessel to be kept in such condition as will entitle her to classification by a classification society of recognized standing;
c.
[RESERVED]
d.
[RESERVED]

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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 the Purchased Vessel against such casualties, third-party liabilities and contingencies and in such amounts, in each case, 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 or caused to be maintained by the Borrower and the Subsidiaries and certifying as to compliance with this Section.
SECTION 7.1.6. Books and Records . The Borrower will 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 and upon reasonable prior notice, 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 7.1.7. Hermes Insurance Policy/Federal Republic of Germany Requirement . The Borrower shall, on the reasonable request of the Hermes Agent or the Administrative Agent, provide such other information as required under the Hermes Insurance Policy and/or the Terms and Conditions as necessary to enable the Hermes Agent or the Administrative Agent to obtain the full support of Hermes and/or the government of the Federal Republic of Germany (as the case may be) pursuant to the Hermes Insurance Policy and/or the Terms and Conditions (as the case may be). The Borrower must pay to the Hermes Agent or the Administrative Agent the amount of all reasonable costs and expenses reasonably incurred by the Hermes Agent or the Administrative Agent in connection with complying with a request by Hermes or the government of the Federal Republic of Germany (as the case may be) for any additional information necessary or desirable in connection with the Hermes Insurance Policy or the Terms and Conditions (as the case may be); provided that the Borrower is consulted before the Hermes Agent or the CIRR Agent incurs any such cost or expense.
SECTION 7.2. Negative Covenants . The Borrower agrees with the Administrative Agent and each Lender that, until 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 principal business activity other than those engaged in by the Borrower and its Subsidiaries on the First Restatement Effective Date and other business activities reasonably related thereto.

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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 ;
b.
Indebtedness owing to the Borrower or a wholly owned direct or indirect Subsidiary of the Borrower;
c.
Indebtedness incurred to finance, refinance or refund the cost (including the cost of construction) of assets acquired after the First Restatement Effective Date;
d.
Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted under Section 7.2.2(a) and permitted to be secured under Section 7.2.3(c) , at any one time outstanding not exceeding the greater of (determined at the time of creation of such Lien or the incurrence by any Existing Principal Subsidiary of such Indebtedness, as applicable) (x) 5.0% 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 and (y) $735,000,000;
e.
[RESERVED]; and
f.
obligations in respect of Hedging Instruments entered into for the purpose of managing interest rate, foreign currency exchange or commodity exposure risk and not for speculative purposes.
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.
[RESERVED];
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 First Restatement Effective Date) acquired after the First Restatement 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;

35





c.
in addition to other Liens permitted under this Section 7.2.3 , Liens securing Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted under Section 7.2.2(d) , at any one time outstanding not exceeding the greater of (determined at the time of creation of such Lien or the incurrence by any Existing Principal Subsidiary of such indebtedness, as applicable) (x) 5.0% 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 and (y) $735,000,000, 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 First Restatement 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 First Restatement 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;

36





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;
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;
m.
normal and customary rights of set-off upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights in favor of banks or other depository institutions;
n.
Liens in respect of rights of set-off, recoupment and holdback in favor of credit card processors securing obligations in connection with credit card processing services incurred in the ordinary course of business; and
o.
Liens on cash or Cash Equivalents securing obligations in respect of Hedging Instruments permitted under Section 7.2.2(f) or securing letters of credit that support such obligations.
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, 2007 and ending on the last day of the Fiscal Quarter most recently ended (treated for these purposes as a

37





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
a.
the Borrower or any direct or indirect wholly owned Subsidiary of the Borrower; and
b.
other Investments by the Principal Subsidiaries in an aggregate amount not to exceed $100,000,000 at any time outstanding.
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 (i) 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 or (ii) merge with and into another Person in connection with a sale or other disposition permitted by Section 7.2.7 ; and
b.
so long as no Event of Default or Prepayment Event 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 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 at the time of any such sale:

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(i)    the aggregate net book value of all such assets sold during each fiscal year does not exceed an amount equal to the greater of (x) 12.5% of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (y) $675,000,000; and
(ii)    to the extent any asset has a fair market value in excess of $250,000,000 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;
d.
[RESERVED];
e.
sales of other assets in the ordinary course of business; and
f.
sales of assets between or among the Borrower and Subsidiaries of the Borrower.
SECTION 7.3. Limitation in respect of Certain Representations, Warranties and Covenants. The representations and warranties and covenants given in Section 6.4(b) and 7.1.3(f) , respectively, shall only be given, and be applicable to, a Lender incorporated in the Federal Republic of Germany insofar as the giving of and compliance with such representations and warranties do not result in a violation of or conflict with section 7 of the German Foreign Trade Regulation ( Außenwirtschaftsverordnung ) (in conjunction with section 4 paragraph 1 a no.3 foreign trade law (AWG) ( Außenwirtschaftsgesetz )), any provision of Council Regulation (EC) 2271/1996 or any similar applicable anti-boycott law or regulation.
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 the Loan or any Commitment Fee, or any fee due and payable under the Fee Letter, provided that, in the case of any default in the payment of any interest on the Loan or of any Commitment Fee, such default shall continue unremedied for a period of at least two (2) Business Days after notice thereof shall have been given to the Borrower by the Administrative Agent; and provided further that, in the case of any default in the payment of any fee due and payable under the Fee Letter, such default shall continue

39





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 in any material respect when made.
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 the obligations referred to in Section 8.1.1 ) 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 . (a) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness hereunder or with respect to Hedging Instruments) 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; (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods; (c) 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 (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); or (d) 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

40





made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness). 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. 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 60 days, provided that in the case of such an event in respect of the Borrower, the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-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 entry of an order for relief or shall remain for 60 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 60-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 8.2. Action if Bankruptcy . If any Event of Default described in clauses (b) through (d) of Section 8.1.5 shall occur with respect to the Borrower, the Commitments (if not theretofore terminated) shall automatically terminate and the outstanding principal amount of the Loan and all other Obligations shall automatically be and become immediately due and payable, without notice or demand.

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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 8.1.5 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 the outstanding principal amount of the Loan and other Obligations to be immediately due and payable and/or the Commitment (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of the Loan and other Obligations shall be and become immediately due and payable, without further notice, demand or presentment.
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 of Control . There occurs any Change of Control.
SECTION 9.1.2. [RESERVED] .
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 Original Closing Date opinion of the Borrower’s counsel set forth as Exhibit D-1 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 the Administrative Agent.
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 Sections 4.12 or 7.2.4 .
SECTION 9.1.6. Judgments . Any judgment or order for the payment of money in excess of $100,000,000 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

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or order and shall not have been stayed or enjoined within five (5) Business Days after the commencement of such enforcement proceedings; or
b.
there shall be any period of 30 consecutive 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. . The Purchased Vessel shall be condemned or otherwise taken under color of law or requisitioned and the same shall continue unremedied for at least 20 days, unless such condemnation or other taking would not have a Material Adverse Effect.
SECTION 9.1.8. Arrest . The Purchased Vessel 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 9.1.9. Sale/Disposal of the Purchased Vessel . The Purchased Vessel is sold to a company which is not the Borrower or any other Subsidiary of the Borrower (other than for the purpose of a lease back to the Borrower or any other Subsidiary of the Borrower).
SECTION 9.1.10. [RESERVED] .
SECTION 9.1.11. [RESERVED] . .
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, require the Borrower to prepay in full on the date of such notice all principal of and interest on the Loan and all other Obligations (and, in such event, the Borrower agrees to so pay the full unpaid amount of the Loan and all accrued and unpaid interest thereon and all other Obligations).
ARTICLE X
THE ADMINISTRATIVE AGENT AND THE HERMES AGENT
SECTION 10.1. Actions . Each Lender hereby appoints KfW IPEX, as Administrative Agent and as Hermes Agent, as its agent under and for purposes of this Agreement and each other Loan Document (for purposes of this Article X , the Administrative Agent and the Hermes Agent are referred to collectively as the “ Agents ”). Each Lender authorizes the Agents to act on behalf of such Lender under this Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agents (with respect to which each Agent agrees that it will comply, except as otherwise provided in this Section 10.1 or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Neither Agent shall

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be obliged to act on the instructions of any Lender or the Required Lenders if to do so would, in the opinion of such Agent, be contrary to any provision of this Agreement or any other Loan Document or to any law, or would expose such Agent to any actual or potential liability to any third party.
SECTION 10.2. Indemnity . Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each 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, such Agent in any way relating to or arising out of this Agreement and any other Loan Document or any action taken or omitted by such Agent under this Agreement 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 such Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse each Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such 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 such 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 any Agent, any Lender or a third party. Neither Agent shall be required to take any action hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement 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 an Agent shall be or become, in such Agent’s determination, inadequate, such 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 10.3. Funding Reliance, etc . Each Lender shall notify the Administrative Agent by 4:00 p.m., Frankfurt time, one day prior to the advance of the Loan if it is not able to fund the following day. Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender by 4:00 p.m., Frankfurt time, on the day prior to the advance of the Loan that such Lender will not make available the amount which would constitute its Percentage of the Loan 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, may, but shall not be obliged to, 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

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available to the Borrower to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to the Loan without premium or penalty.
SECTION 10.4. Exculpation . Neither of the Agents nor any of their respective 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, each Agent (i) 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, (ii) 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, (iii) 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, (iv) 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, (v) 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, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.
SECTION 10.5. Successor . The Administrative 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 Administrative Agent has been appointed as provided in this Section 10.5 and such successor Administrative Agent has accepted such appointment. If the Administrative Agent at 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 the Administrative Agent which shall thereupon become such Administrative Agent’s successor hereunder ( provided that 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

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unreasonably withheld or delayed) offer to each of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Administrative Agent). If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the Administrative Agent’s giving notice of resignation, then the Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution having a combined capital and surplus of at least $1,000,000,000 (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 the Administrative Agent assigns its Loan to one of its Affiliates, such Administrative Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Administrative Agent to such Affiliate.
SECTION 10.6. Loans by the Administrative Agent . The Administrative Agent shall have the same rights and powers with respect to the Loan made by it or any of its Affiliates. The Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as if the Administrative Agent were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. The Administrative Agent shall have no 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 the Administrative Agent.

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SECTION 10.7. Credit Decisions . Each Lender acknowledges that it has, independently of each 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 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 each 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 10.8. Copies, etc . Each Agent shall give prompt notice to each Lender of each notice or request required or permitted to be given to such Agent by the Borrower pursuant to the terms of this Agreement (unless concurrently delivered to the Lenders by the Borrower). Each Agent will distribute to each Lender each document or instrument received for its account and copies of all other communications received by such Agent from the Borrower for distribution to the Lenders by such Agent in accordance with the terms of this Agreement.
SECTION 10.9. The Agents’ Rights . Each Agent may (i) assume that all representations or warranties made or deemed repeated by the Borrower in or pursuant to this Agreement or any Loan Document are true and complete, unless, in its capacity as the Administrative Agent, it has acquired actual knowledge to the contrary, (ii) assume that no Default has occurred unless, in its capacity as an Agent, it has acquired actual knowledge to the contrary, (iii) rely on any document or notice believed by it to be genuine, (iv) rely as to legal or other professional matters on opinions and statements of any legal or other professional advisers selected or approved by it, (v) rely as to any factual matters which might reasonably be expected to be within the knowledge of the Borrower on a certificate signed by or on behalf of the Borrower and (vi) refrain from exercising any right, power, discretion or remedy unless and until instructed to exercise that right, power, discretion or remedy and as to the manner of its exercise by the Lenders (or, where applicable, by the Required Lenders) and unless and until such Agent has received from the Lenders any payment which such Agent may require on account of, or any security which such Agent may require for, any costs, claims, expenses (including legal and other professional fees) and liabilities which it considers it may incur or sustain in complying with those instructions.
SECTION 10.10. The Administrative Agent’s Duties . The Administrative Agent shall (i) if requested in writing to do so by a Lender, make enquiry and advise the Lenders as to the performance or observance of any of the provisions of this Agreement or any Loan Document by the Borrower as to the existence of an Event of Default and (ii) inform the Lenders promptly of any Event of Default of which the Administrative Agent has actual knowledge.

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The Administrative Agent shall not be deemed to have actual knowledge of the falsehood or incompleteness of any representation or warranty made or deemed repeated by the Borrower or actual knowledge of the occurrence of any Default unless a Lender, or the Borrower shall have given written notice thereof to the Administrative Agent in its capacity as the Administrative Agent. Any information acquired by the Administrative Agent other than specifically in its capacity as the Administrative Agent shall not be deemed to be information acquired by the Administrative Agent in its capacity as the Administrative Agent.
The Administrative Agent may, without any liability to account to the Lenders, generally engage in any kind of banking or trust business with the Borrower or with the Borrower’s subsidiaries or associated companies or with a Lender as if it were not the Administrative Agent.
SECTION 10.11. Employment of Agents . In performing its duties and exercising its rights, powers, discretions and remedies under or pursuant to this Agreement or the Loan Documents, each Agent shall be entitled to employ and pay agents to do anything which such Agent is empowered to do under or pursuant to this Agreement or the Loan Documents (including the receipt of money and documents and the payment of money); provided that, unless otherwise provided herein, including without limitation Section 11.3 , the employment of such agents shall be for such Agent’s account, and to act or refrain from taking action in reliance on the opinion of, or advice or information obtained from, any lawyer, banker, broker, accountant, valuer or any other person believed by such Agent in good faith to be competent to give such opinion, advice or information.
SECTION 10.12. Distribution of Payments . The Administrative Agent shall pay promptly to the order of each Lender that Lender’s Percentage Share of every sum of money received by the Administrative Agent pursuant to this Agreement or the Loan Documents (with the exception of any amounts payable pursuant to the Fee Letter and any amounts which, by the terms of this Agreement or the Loan Documents, are paid to the Administrative Agent for the account of the Administrative Agent alone or specifically for the account of one or more Lenders) and until so paid such amount shall be held by the Administrative Agent on trust absolutely for that Lender.
SECTION 10.13. Reimbursement . The Administrative Agent shall have no liability to pay any sum to a Lender until it has itself received payment of that sum. If, however, the Administrative Agent does pay any sum to a Lender on account of any amount prospectively due to that Lender pursuant to Section 10.12 before it has itself received payment of that amount, and the Administrative Agent does not in fact receive payment within five (5) Business Days after the date on which that payment was required to be made by the terms of this Agreement or the Loan Documents, that Lender will, on demand by the Administrative Agent, refund to the Administrative Agent an amount equal to the amount received by it, together with an amount sufficient to reimburse the Administrative Agent for any amount which the Administrative Agent may certify that it has been required to pay by way of interest on money borrowed to fund the amount in question during the period beginning on the date on which that amount was required to be

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paid by the terms of this Agreement or the Loan Documents and ending on the date on which the Administrative Agent receives reimbursement.
SECTION 10.14. Instructions . Where an Agent is authorized or directed to act or refrain from acting in accordance with the instructions of the Lenders or of the Required Lenders each of the Lenders shall provide such Agent with instructions within three (3) Business Days of such Agent’s request (which request may be made orally or in writing). If a Lender does not provide such Agent with instructions within that period, that Lender shall be bound by the decision of such Agent. Nothing in this Section 10.14 shall limit the right of such Agent to take, or refrain from taking, any action without obtaining the instructions of the Lenders or the Required Lenders if such Agent in its discretion considers it necessary or appropriate to take, or refrain from taking, such action in order to preserve the rights of the Lenders under or in connection with this Agreement or the Loan Documents. In that event, such Agent will notify the Lenders of the action taken by it as soon as reasonably practicable, and the Lenders agree to ratify any action taken by the Administrative Agent pursuant to this Section 10.14 .
SECTION 10.15. Payments . All amounts payable to a Lender under this Section 10.15 shall be paid to such account at such bank as that Lender may from time to time direct in writing to the Administrative Agent.
SECTION 10.16. “Know your customer” Checks . Each Lender shall promptly upon the request of the Administrative Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself) in order for the Administrative Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in this Agreement or the Loan Documents.
SECTION 10.17. No Fiduciary Relationship . Except as provided in Section 10.12 , no Agent shall have any fiduciary relationship with or be deemed to be a trustee of or for any other person and nothing contained in this Agreement or any Loan Document shall constitute a partnership between any two or more Lenders or between either Agent and any other person.
ARTICLE XI

MISCELLANEOUS PROVISIONS
SECTION 11.1. Waivers, Amendments, etc . The provisions of this Agreement and of each other Loan Document 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:

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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 shall be made without the consent of such Lender;
d.
reduce any fees described in Article III payable to any Lender shall be made without the consent of such Lender;
e.
[RESERVED]
f.
extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on the Loan (or reduce the principal amount of or rate of interest on the Loan) owed to any Lender shall be made without the consent of such Lender; or
g.
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, the Hermes 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. The Lenders hereby agree, at any time and from time to time that the Nordea Agreement or the Bank of Nova Scotia Agreement is amended or refinanced, to negotiate in good faith to amend this Agreement to conform any representations, warranties, covenants or events of default in this Agreement to the amendments made to any substantively comparable provisions in the Nordea Agreement or the Bank of Nova Scotia Agreement or any refinancing thereof.
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, by facsimile or by electronic mail and addressed, delivered or transmitted to such party at its address, facsimile number or electronic mail address set forth below its signature to the Amendment Agreement or set forth in the Lender Assignment Agreement or at such other address, or facsimile number as may be

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designated by such party in a notice to the other parties. 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; any notice, if transmitted by facsimile, shall be deemed given when transmitted provided it is received in legible form; any notice, if transmitted by electronic mail, shall be deemed given upon acknowledgment of receipt by the recipient.
(b)    So long as KfW IPEX 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 advance 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 advance 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 at claudia.wenzel@kfw.de (or such other email address notified by the Administrative Agent to the Borrower) ; 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 Lender by posting such notices, at the option of the Borrower, on Intralinks (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 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).

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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 any amendments, waivers, consents, supplements or other modifications to, this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated. In addition, the Borrower agrees to pay reasonable fees and out of pocket expenses of counsel to the Administrative Agent in connection with the funding under this Agreement. 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 arising from the execution, delivery or enforcement of this Agreement or the borrowing hereunder 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.
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 other Loan Documents 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

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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 (i) 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, (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and the Indemnified Party and the Indemnified 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), (iii) 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 (iv) 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 and the payment in full of all

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Obligations. The representations and warranties made by the Borrower in this Agreement and in each other Loan Document shall survive the execution and delivery of this Agreement and each such other Loan Document.
SECTION 11.6. Severability . Any provision of this Agreement or any other Loan Document 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 and of each other Loan Document are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or such other Loan Document or any provisions hereof or thereof.
SECTION 11.8. Execution in Counterparts, . 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.
SECTION 11.9. Third Party Rights . Notwithstanding the provisions of the Contracts (Rights of Third Parties) Act 1999, no term of this Agreement is enforceable by a person who is not a party to it.
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 7.2.5 , the Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender; 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 the Loan; Participations in the Loan . Each Lender may assign, or sell participations in, its Loan to one or more other Persons in accordance with this Section 11.11 .
SECTION 11.11.1. Assignments (i) KfW IPEX, as Lender, (A) with the written consent of the Borrower (which consent shall not be unreasonably delayed or withheld but which consent shall be deemed to have been given in the absence of a written notice delivered by the Borrower to KfW IPEX, on or before the fifth Business Day after receipt by the Borrower of KfW IPEX’s request for consent, stating, in reasonable detail, the reasons why the Borrower proposes to withhold such consent) may at any time (and from time to time) assign or transfer (including by way of novation) to one or more commercial banks or other financial institutions, when

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taken together with participations sold by KfW IPEX pursuant to Section 11.11.2 , up to 50.0% of the aggregate principal amount of the Loan and (B) after having assigned or transferred, when taken together with participations sold by KfW IPEX pursuant to Section 11.11.2 , 50.0% of the aggregate principal amount of the Loan (pursuant to the foregoing clause (A) and/or Section 11.11.2 , with the written consent of the Borrower (which consent may be withheld at the discretion of the Borrower) may at any time (and from time to time) assign or transfer (including by way of novation) to one or more commercial banks or other financial institutions all or any fraction of KfW IPEX’s remaining Loan.
(ii) Any Lender (other than KfW IPEX) 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 (and from time to time) assign or transfer to one or more commercial banks or other financial institutions all or any fraction of such Lender’s Loan; provided that any Affiliate of KfW IPEX shall be subject to the provisions of Section 11.11.1(i) and 11.11.2(f) as if such Affiliate were KfW IPEX.
(iii) Any Lender, with notice to the Borrower and the Administrative Agent, and, notwithstanding the foregoing clauses (i) and (ii), without the consent of the Borrower, or the Administrative Agent, may assign or transfer (A) to any of its Affiliates (including, in the case of KfW IPEX, KfW) or (B) following the occurrence and during the continuance of an Event of Default under Sections 8.1.1, 8.1.4(a) or 8.1.5, to any other Person, in either case, all or any fraction of such Lender’s Loan.
(iv) Any Lender may (notwithstanding the foregoing clauses, and without notice to, or consent from, the Borrower or the Administrative Agent) assign and pledge all or any portion of its Loan to (i) 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 all or any fraction of such Lender’s Loan or (ii) to the Refinancing Bank as collateral security pursuant to the terms of any Option A Refinancing Agreement entered into by such Lender.
(v) No Lender may (notwithstanding the foregoing clauses) assign or transfer any of its rights under this Agreement unless it has given prior written notification of the transfer to Hermes and has obtained a prior written consent from Hermes.
(vi) Nothing in this Section 11.11.1 shall prejudice the right of the Lender to assign its rights under this Agreement to Hermes, if such assignment is required to be made by that Lender to Hermes in accordance with the Hermes Insurance Policy.
Each Person described in the foregoing clauses as being the Person to whom such assignment or transfer is to be made, is hereinafter referred to as an “ Assignee Lender ”. Assignments in a minimum aggregate amount of $25,000,000 (or, if less, all of such Lender’s Loan and

55





Commitment) (which assignment or transfer shall be of a constant, and not a varying, percentage of such Lender’s Loan) are permitted; 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 or transferred to an Assignee Lender until:
a.
written notice of such assignment or transfer, together with payment instructions, addresses and related information with respect to such Assignee Lender, 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 or transferred 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 or transferred 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. Except to the extent resulting from a subsequent change in law, in no event shall the Borrower be required to pay to any Assignee Lender 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. 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 its Loan; provided that:
a.
no participation contemplated in this Section 11.11.2 shall relieve such Lender from its obligations hereunder;
b.
such Lender shall remain solely responsible for the performance of its obligations hereunder;

56





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 clauses (b) through (f) of Section 11.1 ;
e.
the Borrower shall not be required to pay any amount under Sections 4.2(c) , 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; and
f.
each Lender that sells a participation under this Section 11.11.2 shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest on) each of the Participant’s interest in the Lender’s Advances, Commitments or other interests hereunder (the “ Participant Register ”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender may treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes hereunder.
g.
KfW IPEX may not sell participating interests pursuant to this Section 11.11.2 aggregating, when taken together with Loans sold by KfW IPEX pursuant to Section 11.11.1 , more than 50.0% of its initial Loan without the written consent of the Borrower (which consent shall not be required following the occurrence and during the continuance of an Event of Default or a Prepayment Event).
The Borrower acknowledges and agrees that each Participant, for purposes of Sections 4.2(c) , 4.3 , 4.4 , 4.5 , 4.6 and clause (e) of 7.1.1 , shall be considered a Lender.
SECTION 11.11.3. Register . The Administrative Agent, acting as agent for the Borrower, shall maintain at its address referred to in Section 11.2 a copy of each Lender Assignment Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment(s) of, and principal amount of the Loan owing to, each Lender from time to time (the “ Register ”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
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

57





its Affiliates in which the Borrower or such Affiliate is not restricted hereby from engaging with any other Person.
SECTION 11.13. Hermes Insurance Policy.
SECTION 11.13.1. Terms of Hermes Insurance Policy
(a)
95% cover of the Loan.
(b)
The Hermes Fee will not exceed 2.3% of the Loan as advanced on the Original Closing Date.
(c)
The parties entered into the First Restated Credit Agreement on the basis that the Hermes Insurance Policy contained the following terms:
(i)
EUR 2,792,200 of Hermes Fee (“ First Fee ”) will be payable to the Hermes Agent or Hermes on demand following the issue of the Hermes Insurance Policy;
(ii)
2.3% of the Loan as advanced on the Closing Date less the First Fee (“ Second Fee ”) will be payable to the Hermes Agent or Hermes on the Closing Date;
(iii)
if the Commitments are cancelled in full by the Borrower or the Lenders on or prior to the Closing Date, Hermes shall be required to reimburse the Hermes Agent the amount of the First Fee less an administration fee (such administration fee to be no greater than 5% of the amount refunded but in any event not exceeding EUR 2,500); and
(iv)
if, after the Closing Date, the Borrower prepays all or part of the Loan in accordance with this Agreement, Hermes shall be required to reimburse the Hermes Agent an amount equal to all or a corresponding proportion of the unexpired portion of the Hermes Fee, having regard to the amount of the prepayment and the remaining term of the Loan less an administration fee (such fee to be no greater than 5% of the amount refunded but in any event not exceeding EUR 2,500).
SECTION 11.13.2. [RESERVED]
SECTION 11.13.3. Obligations of the Hermes Agent and the Lenders .
(a)
Promptly upon receipt of the Hermes Insurance Policy from Hermes, the Hermes Agent shall (subject to any confidentiality undertakings given to Hermes by the Hermes Agent pursuant to the terms of the Hermes Insurance Policy) send a copy thereof to the Borrower.

58





(b)
The Hermes Agent shall perform such acts or provide such information, which are, acting reasonably, within its power so to perform or so to provide, as required by Hermes under the Hermes Insurance Policy as necessary to ensure that the Lenders obtain the support of Hermes pursuant to the Hermes Insurance Policy.
(c)
The Hermes Agent shall:
(i)
make written requests to Hermes seeking a reimbursement of the Hermes Fee in the circumstances described in Section 11.13.1(c)(iii) or (iv) promptly after the relevant cancellation or prepayment and (subject to any confidentiality undertakings given to Hermes by the Hermes Agent pursuant to the terms of the Hermes Insurance Policy) provide a copy of the request to the Borrower;
(ii)
use its reasonable endeavours to maximize the amount of any reimbursement of the Hermes Fee to which the Hermes Agent is entitled;
(iii)
pay to the Borrower the full amount of any reimbursement of the Hermes Fee that the Hermes Agent receives from Hermes within two (2) Business Days of receipt with same day value; and
(iv)
relay the good faith concerns of the Borrower to Hermes regarding the amount it is required to pay to Hermes or the amount of any reimbursement to which the Hermes Agent is entitled, it being agreed that the Hermes Agent’s obligation shall be no greater than simply to pass on to Hermes the Borrower’s concerns.
(d)
Each Lender will co-operate with the Hermes Agent, the Administrative Agent and each other Lender, and take such action and/or refrain from taking such action as may be reasonably necessary, to ensure that the Hermes Insurance Policy and each Interest Make-Up Agreement (as defined in and entered into in accordance with the Terms and Conditions) continue in full force and effect and shall indemnify and hold harmless each other Lender in the event that the Hermes Insurance Policy or such Interest Make-Up Agreement (as the case may be) does not continue in full force and effect due to its gross negligence or willful default.
SECTION 11.14. Law and Jurisdiction
SECTION 11.14.1. Governing Law . This Agreement and any non-contractual obligations arising out of or in respect of this Agreement shall in all respects be governed by and interpreted in accordance with English Law.

59





SECTION 11.14.2. Jurisdiction . For the exclusive benefit of the Administrative Agent and the Lenders, the parties to this Agreement irrevocably agree that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that any proceedings may be brought in those courts. The Borrower irrevocably waives any objection which it may now or in the future have to the laying of the venue of any proceedings in any court referred to in this Section, and any claim that those proceedings have been brought in an inconvenient or inappropriate forum.
SECTION 11.14.3. Alternative Jurisdiction . Nothing contained in this Section shall limit the right of the Administrative Agent or the Lenders to commence any proceedings against the Borrower in any other court of competent jurisdiction nor shall the commencement of any proceedings against the Borrower in one or more jurisdictions preclude the commencement of any proceedings in any other jurisdiction, whether concurrently or not.
SECTION 11.14.4. Service of Process . Without prejudice to the right of the Administrative Agent or the Lenders to use any other method of service permitted by law, the Borrower irrevocably agrees that any writ, notice, judgment or other legal process shall be sufficiently served on it if addressed to it and left at or sent by post to RCL Cruises Ltd., presently at Building 2, Aviator Park, Station Road, Addlestone, Surrey KT15 2PG, Attention: General Counsel, and in that event shall be conclusively deemed to have been served at the time of leaving or, if posted, at 9:00 am on the third Business Day after posting by prepaid first class registered post.
SECTION 11.15. Confidentiality . Each of the Administrative Agent and the Lenders agrees to maintain and to cause its Affiliates to maintain the confidentiality of all non public information provided to it by the Borrower or any Subsidiary of the Borrower, or by the Administrative Agent on the Borrower’s or such Subsidiary’s behalf, under this Agreement, and neither it nor any of its Affiliates shall use any such information other than in connection with or in enforcement of this Agreement or in connection with other business now or hereafter existing or contemplated with the Borrower or any Subsidiary, except to the extent such information (i) was or becomes generally available to the public other than as a result of disclosure by it or its Affiliates or their respective directors, officers, employees and agents, or (ii) was or becomes available on a non-confidential basis from a source other than the Borrower or any of its Subsidiaries so long as such source is not, to its knowledge, prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the Borrower or any of its Affiliates; provided , however , that it may disclose such information (A) at the request or pursuant to any requirement of any self-regulatory body, governmental body, agency or official to which the Administrative Agent, any Lender or any of their respective Affiliates is subject or in connection with an examination of the Administrative Agent, such Lender or any of their respective Affiliates by any such authority or body, including without limitation the Federal Republic of Germany; (B) pursuant to subpoena or other court process; (C) when required to do so in accordance with the provisions of any applicable requirement of law; (D) to the extent

60





reasonably required in connection with any litigation or proceeding to which the Administrative Agent, any Lender or their respective Affiliates may be party; (E) to the extent reasonably required in connection with the exercise of any remedy hereunder; (F) to the Administrative Agent or such Lender’s independent auditors, counsel, and any other professional advisors of the Administrative Agent or such Lender who are advised of the confidentiality of such information; (G) to any participant or assignee, provided that such Person agrees to keep such information confidential to the same extent required of the Administrative Agent and the Lenders hereunder; (H) as to the Administrative Agent, any Lender or their respective Affiliates, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which the Borrower or any Subsidiary is party with the Administrative Agent, such Lender or such Affiliate; (I) to its Affiliates and its Affiliates’ directors, officers, employees, professional advisors and agents, provided that each such Affiliate, director, officer, employee, professional advisor or agent shall keep such information confidential to the same extent required of the Administrative Agent and the Lenders hereunder; and (J) to any other party to the Agreement. Each of the Administrative Agent and the Lenders shall be responsible for any breach of this Section 11.15 by any of its Affiliates or any of its or its Affiliates’ directors, officers, employees, professional advisors and agents.

EXHIBIT A


61





 
Preliminary Repayment Schedule
 
 
US Dollars ($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
No.
 
Repayment Dates
Repayment
Loan Balance
 
 
 
 
 
 
 
 
 
 
1
 
6
months after Delivery
 
 
 
 
2
 
12
months after Delivery
 
 
 
 
3
 
18
months after Delivery
 
 
 
 
4
 
24
months after Delivery
 
 
 
 
5
 
30
months after Delivery
 
 
 
 
6
 
36
months after Delivery
 
 
 
 
7
 
42
months after Delivery
 
 
 
 
8
 
48
months after Delivery
 
 
 
 
9
 
54
months after Delivery
 
 
 
 
10
 
60
months after Delivery
 
 
 
 
11
 
66
months after Delivery
 
 
 
 
12
 
72
months after Delivery
 
 
 
 
13
 
78
months after Delivery
 
 
 
 
14
 
84
months after Delivery
 
 
 
 
15
 
90
months after Delivery
 
 
 
 
16
 
96
months after Delivery
 
 
 
 
17
 
102
months after Delivery
 
 
 
 
18
 
108
months after Delivery
 
 
 
 
19
 
114
months after Delivery
 
 
 
 
20
 
120
months after Delivery
 
 
 
 
21
 
126
months after Delivery
 
 
 
 
22
 
132
months after Delivery
 
 
 
 
23
 
138
months after Delivery
 
 
 
 
24
 
144
months after Delivery
 
 
 
 
 
 
 
 
 
 
 



1





EXHIBIT D-1
Form of Original Closing Date Opinion of Liberian Counsel to Borrower





EXHIBIT E
FORM OF LENDER ASSIGNMENT AGREEMENT

To:    Royal Caribbean Cruises Ltd.

To:    KfW IPEX-Bank GmbH, as Administrative Agent (as defined below)

ROYAL CARIBBEAN CRUISES LTD.

Gentlemen and Ladies:

We refer to clause b of Section 11.11.1 of the Hull No. S-691 Credit Agreement, dated as of December 19, 2008, as amended and restated as of January 19, 2016 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “ Agreement ”) among Royal Caribbean Cruises Ltd. (the “ Borrower ”), KfW IPEX-Bank GmbH as administrative agent (in such capacity, the “ Administrative Agent ”), and as Hermes agent, and KfW IPEX-Bank GmbH and the various other financial institutions from time to time party thereto as Lenders. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Agreement.

This agreement is delivered to you pursuant to clause b of Section 11.11.1 of the Agreement and also constitutes notice to each of you, pursuant to clause a of Section 11.11.1 of the Agreement, of the assignment and delegation to __________ (the “Assignee”) of __% of the Loan of __________ (the “ Assignor ”) outstanding under the 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 Agreement are set forth opposite such Person’s name on the signature pages hereof.

The Assignee hereby acknowledges and confirms that it has received a copy of the Agreement and the exhibits related thereto, together with copies of the documents which were required to be delivered under the Agreement as a condition to the making of the Loans thereunder. The Assignee further confirms and agrees that in becoming a Lender and in making its Loan under the 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 Agreement, effective as of the date of acceptance hereof by the Borrower and the Administrative Agent:

(a)    the Assignee


E- 1



(i)    shall be deemed automatically to have become a party to the Agreement, have all the rights and obligations of a “Lender” under the Agreement and the other Loan Documents as if it were an original signatory thereto to the extent specified in the second paragraph hereof;

(ii)    agrees to be bound by the terms and conditions set forth in the Agreement and the other Loan Documents as if it were an original signatory thereto; and

(b)    the Assignor shall be released from its obligations under the Agreement and the other Loan Documents 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 Agreement upon delivery hereof.

The Assignee hereby advises each of you of the following administrative details with respect to the assigned Loan and requests the Borrower to acknowledge receipt of this document:

(A)        Address for Notices:

Institution Name:

Attention:

Domestic Office:

Telephone:

Facsimile:

Telex (Answerback):

Lending Office:

Telephone:

Facsimile:

Telex (Answerback):

(B)        Payment Instructions:


E- 2



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

E- 3




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.

E- 4




Adjusted Percentage                 [ASSIGNOR]

Loan:        _____%            By:    _________________________
Title:



Percentage                     [ASSIGNEE]

Loan:        _____%            By:    _________________________
Title:



Accepted and Acknowledged this
___ day of ___________, _____.


Royal Caribbean Cruises Ltd.

By:    ____________________
Title:



KfW IPEX-Bank GmbH, as Administrative Agent


By:    ____________________
Title:




E- 5
EXHIBIT 10.7

    
Private & Confidential
 
 
Dated 2 February 2016
 
 
 
 
 
 
 
Royal Caribbean Cruises Ltd. (the Borrower)
 
(1)
 
 
 
 
 
KfW IPEX Bank GmbH (the Hermes Agent)
 
(2)
 
 
 
 
 
KfW IPEX-Bank GmbH (the Facility Agent)
 
(3)
 
 
 
 
 
KfW IPEX-Bank GmbH (as Initial Mandated Lead Arranger)

 
(4)
 
 
 
 
 
BNP Paribas Fortis S.A./N.V.
 
(5)
DNB Bank ASA
 
 
Skandinaviska Enskilda Banken AB (publ) (the Mandated Lead Arrangers)
 
 
 
 
 
 
 
and
 
 
 
 
 
 
 
certain financial institutions (the Lenders)
 
(6)



Amendment No. 4 in connection with the Credit Agreement in respect of Hull S-697


 




 
Contents
 
Clause
 
Page

 
 
 
1
Interpretation and definitions
1

 
 
 
2
Amendment of the Existing Credit Agreement
2

 
 
 
3
Conditions of Effectiveness of Amended Agreement
2

 
 
 
4
Representations and Warranties
3

 
 
 
5
Incorporation of Terms
3

 
 
 
6
Costs and Expenses
3

 
 
 
7
Counterparts
3

 
 
 
8
Governing Law
4


Schedule 1 Amended and Restated Credit Agreement




 



THIS AMENDMENT NO. 4 (this Amendment ) is dated 2 February 2016 and made BETWEEN :
(1)
ROYAL CARIBBEAN CRUISES LTD. (a corporation organised and existing under the laws of The Republic of Liberia) (the Borrower );
(2)
KfW IPEX-Bank GmbH as facility agent (the Facility Agent );
(3)
KfW IPEX-Bank GmbH as Hermes agent (the Hermes Agent );
(4)
KfW IPEX-Bank GmbH as initial mandated lead arranger (the Initial Mandated Lead Arranger );
(5)
BNP Paribas Fortis S.A./N.V , DNB Bank ASA , and Skandinaviska Enskilda Banken AB (publ) as mandated lead arrangers (together with the Initial Mandated Lead Arranger, the Mandated Lead Arrangers ); and
(6)
The financial institutions party thereto as lenders from time to time (the Lenders ).
WHEREAS :
(A)
The Borrower, the Facility Agent, the Hermes Agent and the Lenders are parties to a credit agreement dated 8 June 2011, as amended and restated by that amendment agreement dated 17 February 2012 and as further amended by that deed of amendment no. 2 dated 10 May 2012 and that Amendment No. 3 dated 17 October 2014 (the Existing Credit Agreement ), in respect of the vessel with Hull number S-697 (now “Quantum of the Seas” with IMO Number 9549463) (the Vessel ) whereby it was agreed that the Lenders would make available to the Borrower, upon the terms and conditions therein, a US dollar loan facility (the Facility ) calculated on the amount equal to the sum of (a) up to eighty per cent (80%) of the Contract Price (as defined in the Existing Credit Agreement) of the Vessel but which Contract Price will not exceed EURO 725,000,000 and (b) up to 100% of the Hermes Fee (as defined therein).
(B)
The Parties wish to amend the Existing Credit Agreement to the extent set out in this Amendment.
NOW IT IS AGREED as follows:






1
Interpretation and definitions
1.1
Definitions in the Existing Credit Agreement
(a)
Unless the context otherwise requires or unless otherwise defined in this Amendment, words and expressions defined in the Existing Credit Agreement shall have the same meanings when used in this Amendment.
(b)
The principles of construction set out in the Existing Credit Agreement shall have effect as if set out in this Amendment.
1.2
In this Amendment:
Amended Agreement means the Existing Credit Agreement as amended in accordance with this Amendment.
Effective Date has the meaning set forth in Section 3.
1.3
Third party rights
Other than the CIRR Representative in respect of the rights of the CIRR Representative under the Loan Documents, unless expressly provided to the contrary in a Loan Document, no term of this Amendment is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Amendment.
1.4
Designation
In accordance with the Existing Credit Agreement, each of the Lenders and the Facility Agent designates this Amendment as a Loan Document.
2
Amendment of the Existing Credit Agreement
In consideration of the mutual covenants in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that the Existing Credit Agreement is, subject to the satisfaction of the conditions precedent set forth in Section 3, hereby amended on the Effective Date so as to read in accordance with the form of the amended and restated Credit Agreement set out in Schedule 1 and will continue to be binding upon each of the parties hereto in accordance with its terms as so amended and restated.

2




3
Conditions of Effectiveness of Amended Agreement
The Amended Agreement shall become effective in accordance with the terms of this Amendment on the date each of the following conditions has been satisfied to the reasonable satisfaction of the Facility Agent (the Effective Date ):
(a)    The Facility Agent shall have received from the Borrower:
(i)    a certificate of its Secretary or Assistant Secretary as to the incumbency and signatures of those of its officers authorized to act with respect to this Amendment and as to the truth and completeness of the attached resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Amendment, and upon which certificate the Lenders may conclusively rely until the Facility Agent shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower canceling or amending such prior certificate; and
(ii)    a Certificate of Good Standing issued by the relevant Liberian authorities in respect of the Borrower.
(b)    The Facility Agent or the Hermes Agent shall have received to its reasonable satisfaction a duly executed amendment to the Hermes Insurance Policy.
(c)    The Facility Agent shall have received all invoiced expenses of the Facility Agent (including the agreed fees and expenses of counsel to the Facility Agent) required to be paid by the Borrower pursuant to Section 6 below or that the Borrower has otherwise agreed in writing to pay to the Facility Agent, in each case on or prior to the Effective Date.
(d)    The representations and warranties set forth in Section 4 are true as of the Effective Date.
The Facility Agent shall notify the Lenders and the Borrower of the Effective Date and such notice shall be conclusive and binding.
4
Representations and Warranties
The representations and warranties in Article VI of the Amended Agreement (excluding Section 6.10 of the Existing Credit Agreement) are deemed to be made by the Borrower (by reference to the facts and circumstances then existing) on the date of this Amendment, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Agreement.
5
Incorporation of Terms

3




The provisions of Section 11.2 ( Notices ), Section 11.6 ( Severability ) and Subsections 11.14.2 ( Jurisdiction ), 11.14.3 ( Alternative Jurisdiction ) and 11.14.4 ( Service of Process ) of the Existing Credit Agreement shall be incorporated into this Amendment as if set out in full in this Amendment and as if references in those sections to “this Agreement” or “the Loan Documents” were references to this Amendment.
6
Costs and Expenses
The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Facility 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 counsel for the Facility Agent with respect hereto and thereto as agreed with the Facility Agent) in accordance with the terms of Section 11.3 of the Existing Credit Agreement.
7
Counterparts
This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when so executed and delivered shall be an original but all counterparts shall together constitute one and the same instrument.
8
Governing Law
This Amendment, and all non-contractual obligations arising in connection with it, shall be governed by and construed in accordance with English law.
IN WITNESS WHEREOF , the parties to this Amendment have caused this Amendment to be duly executed and delivered as a deed as of the date first above written.

4




Schedule 1
Amended and Restated Credit Agreement


5





EXECUTION COPY

_________________________________________
HULL NO. S-697 CREDIT AGREEMENT
_________________________________________
dated as of June 8, 2011
amended and restated on February 2, 2016
BETWEEN
Royal Caribbean Cruises Ltd.
as the Borrower,
the Lenders from time to time party hereto,
KfW IPEX-Bank GmbH
as Hermes Agent and Facility Agent,
KfW IPEX-Bank GmbH
as Initial Mandated Lead Arranger,
and
BNP Paribas Fortis S.A./N.V.
DNB Bank ASA
Skandinaviska Enskilda Banken AB (publ)
as the Mandated Lead Arrangers




    




TABLE OF CONTENTS
 
 
PAGE
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
 
SECTION 1.1. Defined Terms
2

SECTION 1.2. Use of Defined Terms
14

SECTION 1.3. Cross-References
14

SECTION 1.4. Application of this Agreement to KfW IPEX as an Option A Lender
14

SECTION 1.5. Accounting and Financial Determinations
15

ARTICLE II COMMITMENTS AND BORROWING PROCEDURES
 
SECTION 2.1. Commitment
15

SECTION 2.2. Commitment of the Lenders; Termination and Reduction of Commitments
15

SECTION 2.3. Borrowing Procedure
16

SECTION 2.4. Funding
18

ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
 
SECTION 3.1. Repayments
18

SECTION 3.2. Prepayment
19

SECTION 3.3. Interest Provisions.
19

SECTION 3.3.1. Rates.
19

SECTION 3.3.2. Election of Floating Rate.
20

SECTION 3.3.3. Conversion to Floating Rate.
20

SECTION 3.3.4. Post-Maturity Rates.
21

SECTION 3.3.5. Payment Dates.
21

SECTION 3.3.6. Interest Rate Determination; Replacement Reference Banks
21

SECTION 3.4. Commitment Fees.
22

SECTION 3.4.1. Payment.
22

SECTION 3.5. CIRR Fees.
22

SECTION 3.5.1. Payment.
23

SECTION 3.6. Other Fees.
23

ARTICLE IV CERTAIN LIBO RATE AND OTHER PROVISIONS
 
SECTION 4.1. LIBO Rate Lending Unlawful.
23

SECTION 4.2. Deposits Unavailable
24

SECTION 4.3. Increased LIBO Rate Loan Costs, etc.
25

SECTION 4.4. Funding Losses
26

SECTION 4.4.1. Indemnity
26

SECTION 4.5. Increased Capital Costs
28

SECTION 4.6. Taxes
29

SECTION 4.7. Reserve Costs
31

SECTION 4.8. Payments, Computations, etc.
31

SECTION 4.9. Replacement Lenders, etc.
32

SECTION 4.10. Sharing of Payments
33

SECTION 4.11. Set-off
33

SECTION 4.12. Use of Proceeds
34


    



ARTICLE V CONDITIONS TO BORROWING
 
SECTION 5.1. Initial Advance of the Loan
34

SECTION 5.1.1. Resolutions, etc.
34

SECTION 5.1.2. Opinions of Counsel
35

SECTION 5.1.3. Hermes Insurance Policy
35

SECTION 5.1.4. CIRR requirements
35

SECTION 5.2. Advance of the Loan
36

SECTION 5.2.1. Closing Fees, Expenses, etc.
36

SECTION 5.2.2. Compliance with Warranties, No Default, etc
37

SECTION 5.2.3. Loan Request
37

SECTION 5.2.4. Hermes Insurance Policy
37

SECTION 5.2.5. Foreign Exchange Counterparty Confirmations.
37

SECTION 5.2.6. Pledge Agreement
37

SECTION 5.2.7. Opinion of Counsel
37

SECTION 5.3. Advance of the Loan on the Final Disbursement Date
37

ARTICLE VI REPRESENTATIONS AND WARRANTIES
 
SECTION 6.1. Organization, etc.
38

SECTION 6.2. Due Authorization, Non-Contravention, etc.
38

SECTION 6.3. Government Approval, Regulation, etc.
38

SECTION 6.4. Compliance with Laws
39

SECTION 6.5. Validity, etc.
39

SECTION 6.6. No Default, Event of Default or Prepayment Event
39

SECTION 6.7. Litigation
39

SECTION 6.8. The Purchased Vessel
39

SECTION 6.9. Obligations rank pari passu
40

SECTION 6.10. Withholding, etc.
40

SECTION 6.11. No Filing, etc. Required
40

SECTION 6.12. No Immunity
40

SECTION 6.13. Investment Company Act
40

SECTION 6.14. Regulation U
40

SECTION 6.15. Accuracy of Information
41

ARTICLE VII COVENANTS
 
SECTION 7.1. Affirmative Covenants
41

SECTION 7.1.1. Financial Information, Reports, Notices, etc.
41

SECTION 7.1.2. Approvals and Other Consents.
42

SECTION 7.1.3. Compliance with Laws, etc.
43

SECTION 7.1.4. The Purchased Vessel
43

SECTION 7.1.5. Insurance
44

SECTION 7.1.6. Books and Records
44

SECTION 7.1.7. Hermes Insurance Policy/Federal Republic of Germany Requirement
44

SECTION 7.2. Negative Covenants
45

SECTION 7.2.1. Business Activities
45

SECTION 7.2.2. Indebtedness
45


    




SECTION 7.2.3. Liens
45

SECTION 7.2.4. Financial Condition
47

SECTION 7.2.5. Investments
48

SECTION 7.2.6. Consolidation, Merger, etc.
48

SECTION 7.2.7. Asset Dispositions, etc.
49

SECTION 7.3. Limitation in respect of Certain Representations, Warranties and Covenants
49

ARTICLE VIII EVENTS OF DEFAULT
 
SECTION 8.1. Listing of Events of Default
50

SECTION 8.1.1. Non-Payment of Obligations
50

SECTION 8.1.2. Breach of Warranty
50

SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations
50

SECTION 8.1.4. Default on Other Indebtedness
50

SECTION 8.1.5. Bankruptcy, Insolvency, etc.
51

SECTION 8.2. Action if Bankruptcy
52

SECTION 8.3. Action if Other Event of Default
52

ARTICLE IX PREPAYMENT EVENTS
 
SECTION 9.1. Listing of Prepayment Events
52

SECTION 9.1.1. Change of Control
52

SECTION 9.1.2. [RESERVED]
52

SECTION 9.1.3. Unenforceability
52

SECTION 9.1.4. Approvals
52

SECTION 9.1.5. Non-Performance of Certain Covenants and Obligations
53

SECTION 9.1.6. Judgments
53

SECTION 9.1.7. Condemnation, etc.
53

SECTION 9.1.8. Arrest
53

SECTION 9.1.9. Sale/Disposal of the Purchased Vessel
53

SECTION 9.1.10. Delayed Delivery of the Purchased Vessel
53

SECTION 9.1.11. Termination of the Construction Contract
53

SECTION 9.2. Mandatory Prepayment
54

ARTICLE X THE FACILITY AGENT AND THE HERMES AGENT
 
SECTION 10.1. Actions
54

SECTION 10.2. Indemnity
54

SECTION 10.3. Funding Reliance, etc
55

SECTION 10.4. Exculpation
55

SECTION 10.5. Successor
56

SECTION 10.6. Loans by the Facility Agent
57

SECTION 10.7. Credit Decisions
57

SECTION 10.8. Copies, etc
57

SECTION 10.9. The Agents’ Rights
57

SECTION 10.10. The Facility Agent’s Duties
58

SECTION 10.11. Employment of Agents
58

SECTION 10.12. Distribution of Payments
58

SECTION 10.13. Reimbursement
59


    




SECTION 10.14. Instructions
59

SECTION 10.15. Payments
59

SECTION 10.16. “Know your customer” Checks
59

SECTION 10.17. No Fiduciary Relationship
59

ARTICLE XI MISCELLANEOUS PROVISIONS
 
SECTION 11.1. Waivers, Amendments, etc.
60

SECTION 11.2. Notices
61

SECTION 11.3. Payment of Costs and Expenses
62

SECTION 11.4. Indemnification
62

SECTION 11.5. Survival
64

SECTION 11.6. Severability
64

SECTION 11.7. Headings
64

SECTION 11.8. Execution in Counterparts,.
64

SECTION 11.9. Third Party Rights
64

SECTION 11.10. Successors and Assigns
64

SECTION 11.11. Sale and Transfer of the Loan; Participations in the Loan
65

SECTION 11.11.1. Assignments
65

SECTION 11.11.2. Participations
67

SECTION 11.11.3. Register
68

SECTION 11.12. Other Transactions
68

SECTION 11.13. Hermes Insurance Policy.
68

SECTION 11.13.1. Terms of Hermes Insurance Policy
68

SECTION 11.13.2. Obligations of the Borrower.
69

SECTION 11.13.3. Obligations of the Hermes Agent and the Lenders.
70

SECTION 11.14. Law and Jurisdiction
71

SECTION 11.14.1. Governing Law
71

SECTION 11.14.2. Jurisdiction
71

SECTION 11.14.3. Alternative Jurisdiction
71

SECTION 11.14.4. Service of Process
71

SECTION 11.15. Confidentiality
71




    





EXHIBITS
Exhibit A    -    Repayment Schedule
Exhibit B    -    Form of Loan Request
Exhibit C    -    [Reserved]
Exhibit D-1    -    Form of Opinion of Liberian Counsel to Borrower
Exhibit D-2    -    Form of Opinion of Counsel to Lenders
Exhibit D-3    -    Form of Opinion of US Tax Counsel to the Lenders
Exhibit E    -    Form of Lender Assignment Agreement
Exhibit F    -    Form of Option A Refinancing Agreement
Exhibit G    -    Form of Pledge Agreement
Exhibit H    -    Form of Opinion of German Counsel


    




CREDIT AGREEMENT
HULL NO. S-697 CREDIT AGREEMENT, dated as of June 8, 2011 as amended and restated on February 2, 2016, is among Royal Caribbean Cruises Ltd., a Liberian corporation (the “ Borrower ”), KfW IPEX-Bank GmbH, in its capacity as agent for the Lenders referred to below in respect of Hermes-related matters (in such capacity, the “ Hermes Agent ”), in its capacity as facility agent (in such capacity, the “ Facility Agent ”) and in its capacity as a lender (in such capacity, together with each of the other Persons that shall become a “Lender” in accordance with Section 11.11.1 hereof, each of them individually a “ Lender ” and, collectively, the “ Lenders ”).
W I T N E S S E T H:
WHEREAS,
(A)
The Borrower and Meyer Werft GmbH, Papenburg (the “ Builder ”) have entered on February 14, 2011 into a Contract for the Construction and Sale of Hull No. S-697 (as amended from time to time, the “ Construction Contract ”) pursuant to which the Builder has agreed to design , construct, equip, complete, sell and deliver the passenger cruise vessel bearing Builder’s hull number S-697 (the “ Purchased Vessel ”);
(B)
The Lenders have agreed to make available to the Borrower, upon the terms and conditions contained herein, a US dollar loan facility calculated on the amount (the “ Maximum Loan Amount ”) equal to the sum of (x) up to eighty per cent (80%) of the Contract Price (as defined below) of the Purchased Vessel (as defined below), as adjusted from time to time in accordance with the Construction Contract to reflect, among other adjustments, change orders, but which Contract Price shall not exceed for this purpose EUR 725,000,000 (the “ Contract Price Proceeds ”) and (y) up to 100% of the Hermes Fee (as defined below) (the “ Hermes Fee Proceeds ”) and being made available in the US Dollar Equivalent of that Maximum Loan Amount;
(C)
Except as otherwise provided below under the Alternative Disbursement Option (as defined below), the Contract Price Proceeds will be provided to the Borrower two (2) Business Days prior to the delivery of the Purchased Vessel for the purpose of paying a portion of the Contract Price in connection with the Borrower’s purchase of the Purchased Vessel. The Hermes Fee Proceeds will be provided on the First Disbursement Date, with 75% of such Hermes Fee Proceeds to be disbursed directly to the Hermes Agent for Hermes’ account for the payment of the Second Fee (as defined below) and 25% to be disbursed to the Borrower for reimbursement of the First Fee (as defined below).
NOW, THEREFORE, the parties hereto agree as follows:

1




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.
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.
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.
Alternative Disbursement Option ” means the option of the Borrower to request the making of the Loan in multiple advances (in an aggregate principal amount not to exceed the US Dollar Maximum Loan Amount) (i) prior to delivery of the Purchased Vessel, on each date on which the Borrower is required to make a pre-delivery installment payment to the Builder (other than, for the avoidance of doubt, the first such pre-delivery installment) and (ii) on the Final Disbursement Date.
Amendment Agreement ” means the agreement dated February 17, 2012 and made between the parties hereto pursuant to which this Agreement was amended and restated.
Amendment Deed Number Two ” means the deed of amendment dated 10 May 2012 and made between the parties hereto and the Mandated Lead Arrangers (as therein defined) pursuant to which this Agreement was amended.
Amendment Agreement Number Three ” means the amendment agreement dated 17 October 2014 and made between the parties hereto and the Mandated Lead Arrangers (as therein defined) pursuant to which this Agreement was amended.
Amendment Agreement Number Four ” means the amendment agreement dated 2 February 2016 and made between the parties hereto and the Mandated Lead Arrangers (as therein defined) pursuant to which this Agreement was amended and restated.

2




" Anti-Corruption Laws " means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates from time to time concerning or relating to bribery or corruption.
Applicable Commitment Rate ” means (x) from the Effective Date through and including October 28, 2012, 0.15% per annum, (y) from October 29, 2012 through and including October 28, 2013, 0.25% per annum, and (z) from October 29, 2013 until the Final Disbursement Date, 0.30% per annum.
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.
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 Facility Agent by the Secretary or an Assistant Secretary of the Borrower.
Bank of Nova Scotia Agreement ” means the U.S. $1,128,000,000 amended and restated credit agreement dated as of June 15, 2015 among the Borrower, as borrower, the various financial institutions as are or shall become parties thereto, as lenders, and The Bank of Nova Scotia, as administrative agent, as amended, restated, supplemented or otherwise modified from time to time.
Borrower ” is defined in the preamble .
Builder ” is defined in the preamble .
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, London or Frankfurt, and if the applicable Business Day relates to an advance of all or part of the Loan, an Interest Period, prepayment or conversion, in each case with respect to the Loan bearing interest by reference to the LIBO Rate, a day on which dealings in deposits in Dollars are carried on in the London interbank market.
Buyer’s Allowance ” has the meaning assigned thereto in Article II.1 of the Construction Contract and, when such expression is prefaced by the word “incurred”, shall mean such amount of the Buyer’s Allowance, not exceeding EUR 57,000,000, as shall at the relevant time have been paid, or become payable, to the Builder by the Borrower under the Construction Contract as part of the Contract Price.

3




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, 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 and each other Loan Document, 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.
Change of Control ” means an event or series of events by which (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 50% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or (b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.
CIRR Representative ” means KfW, acting in its capacity as CIRR mandatary in connection with this Agreement.
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 the Loan pursuant to Section 2.1.

4




Commitment Fees ” is defined in Section 3.4.
Commitment Termination Date ” means July 28, 2015.
Construction Contract ” is defined in the preamble .
Contract Price ” is as defined in the Construction Contract.
Contractual Delivery Date ” means, at any time, the date which at such time is the date specified for delivery of the Purchased Vessel under the Construction Contract, as such date may be modified from time to time pursuant to the terms of the Construction Contract.
Covered Taxes ” is defined in Section 4.6 .
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.
Dollar ” and the sign “ $ ” mean lawful money of the United States.
Dollar Pledged Account ” means the Dollar account referred to in the Pledge Agreement.
Effective Date ” means June 8, 2011.
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.
EUR ” and the sign “ ” mean the currency of participating member states of the European Monetary Union pursuant to Council Regulation (EC) 974/98 of 3 May 1998, as amended from time to time.
EUR Pledged Account ” means the EUR account referred to in the Pledge Agreement.
Event of Default ” is defined in Section 8.1 .
Existing Principal Subsidiaries ” means each Subsidiary of the Borrower that is a Principal Subsidiary on the Effective Date.
Facility Agent ” is defined in the preamble and includes each other Person as shall have subsequently been appointed as the successor Facility Agent, and as shall have accepted such appointment, pursuant to Section 10.5 .
FATCA ” means Sections 1471 through 1474 of the Code, as in effect at the date hereof (or any amended or successor version that is substantively comparable) , any current or future regulations promulgated thereunder or official interpretations thereof, any agreements entered into pursuant to section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any published intergovernmental agreement entered into in

5




connection with the implementation of such sections of the Code, any published intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such published intergovernmental agreements.
Fee Letter ” means any letter entered into by reference to this Agreement between any or all of the Facility Agent, the Initial Mandated Lead Arranger, the Lenders and/or the Borrower setting out the amount of certain fees referred to in, or payable in connection with, this Agreement.
Final Disbursement Date ” means the date on which the Loan is advanced, or, if the Borrower elects the Alternative Disbursement Option in accordance with Section 2.3(b) , the date on which the final balance of the Loan is advanced in connection with delivery of the Purchased Vessel under the Construction Contract; provided that if the Loan is, or as the case may be, the final balance of the Loan is reborrowed pursuant to Section 3.7, then the Final Disbursement Date, solely with respect to such reborrowed Loan, shall be the date of such reborrowing.
Final Maturity ” means twelve (12) years after the Final Disbursement Date.
First Disbursement Date ” means the date on which the Loan is advanced, or, if the Borrower elects the Alternative Disbursement Option in accordance with Section 2.3(b) , the date on which the first advance of the Loan is made.
First Fee ” is defined in Section 11.13 .
Fiscal Quarter ” means any quarter of a Fiscal Year.
Fiscal Year ” means any annual fiscal reporting period of the Borrower.
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.

6




Fixed Rate ” means a rate per annum equal to the sum of 3.66% per annum plus the Fixed Rate Margin.
Fixed Rate Loan ” means the Loan bearing interest at the Fixed Rate, or that portion of the Loan that continues to bear interest at the Fixed Rate after the termination of any Interest Make-Up Agreement pursuant to Section 3.3.3 .
Fixed Rate Margin ” means 1.10% per annum.
Floating Rate ” means a rate per annum equal to the sum of the LIBO Rate plus the Floating Rate Margin.
Floating Rate Indemnity Amount ” is defined in Section 4.4.1(a) .
Floating Rate Loan ” means all or any portion of the Loan bearing interest at the Floating Rate.
Floating Rate Margin ” means, for each Interest Period, 1.30% per annum.
F.R.S. Board ” means the Board of Governors of the Federal Reserve System or any successor thereto.
Funding Losses Event ” is defined in Section 4.4.1 .
GAAP ” is defined in Section 1.5 .
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.
Hermes ” means Euler Hermes Kreditversicherungs AG, Friedensallee 254, 22763 Hamburg acting in its capacity as representative of the Federal Republic of Germany in connection with the issuance of export credit guarantees.
Hermes Agent ” is defined in the preamble.

7




Hermes Fee ” means the fee payable to Hermes under and in respect of the Hermes Insurance Policy.
Hermes Insurance Policy ” means the guarantee (Deckungsdokument) issued by the Federal Republic of Germany, represented by Hermes, in favor of the Lenders.
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 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) guarantees by such Person of Indebtedness of others, up to the amount of Indebtedness so guaranteed; (g) obligations of such Person in respect of surety bonds and similar obligations; and (h) liabilities arising under Hedging Instruments.
Indemnified Liabilities ” is defined in Section 11.4 .
Indemnified Parties ” is defined in Section 11.4 .
Interest Make-Up Agreement ” means either an Option A Refinancing Agreement or an Option B Interest Make-Up Agreement
Interest Payment Date” means, if the Borrower exercises the Alternative Disbursement Option, (i) prior to the Final Disbursement Date, each day that falls at a six (6)-month interval after the First Disbursement Date and (ii) the Final Disbursement Date.
Interest Period ” means:
(i) if the Borrower exercises the Alternative Disbursement Option, for the period from the First Disbursement Date to the Final Disbursement Date, the period between the First Disbursement Date and the first Interest Payment Date, and subsequently, each succeeding period between two consecutive Interest Payment Dates and (ii) from and after the Final Disbursement Date, the period between the Final Disbursement Date and the first Repayment Date, and subsequently each succeeding period between two consecutive Repayment Dates, except that:
a)
Any Interest Period which would otherwise end on a day which is not a Business Day shall end on the next Business Day to occur, except if such Business Day does not fall in the same calendar month, the Interest Period

8




will end on the last Business Day in that calendar month, the interest amount due in respect of the Interest Period in question and in respect of the next following Interest Period being adjusted accordingly; and
b)
If any Interest Period is altered by the application of a) above, the subsequent Interest Period shall end on the day on which it would have ended if the preceding Interest Period had not been so altered.
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.
KfW ” means KfW of Palmengartenstrasse 5-9, 60325 Frankfurt am Main, Germany acting in its own name for the account of the government of the Federal Republic of Germany.
KfW IPEX ” means KfW IPEX-Bank GmbH.
Lender Assignment Agreement ” means any Lender Assignment Agreement substantially in the form of Exhibit E .
Lender ” and “ Lenders ” are 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 such other office of a Lender as designated from time to time by notice from such Lender to the Borrower and the Facility Agent, whether or not outside the United States, which shall be making or maintaining the Loan of such Lender hereunder.
LIBO Rate ” means the rate per annum of the offered quotation for deposits in Dollars for six months (or for such other period as shall be agreed by the Borrower and the Facility Agent) which appears on Reuters LIBOR01 Page (or any successor page) at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period; provided that:
a)
subject to Section 3.3.6 , if no such offered quotation appears on Reuters LIBOR01 Page (or any successor page) at the relevant time, the LIBO Rate shall be the rate per annum certified by the Facility Agent to be the average of the rates quoted by the Reference Banks as the rate at which each of the Reference Banks was (or would have been) offered deposits of Dollars by prime banks in the London interbank market in an amount approximately equal to the amount of the Loan and for a period of six months; and

9




b)
for the purposes of determining the post-maturity rate of interest under Section 3.3.4 , 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 Facility Agent may determine after consultation with the Lenders, which period shall be no longer than one month unless the Borrower otherwise agrees.
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 ” means the advances made by the Lenders under this Agreement from time to time in an aggregate amount not to exceed the US Dollar Maximum Loan Amount or, as the case may be, the aggregate outstanding amount of such advances from time to time.
Loan Documents ” means this Agreement, the Amendment Agreement, Amendment Deed Number Two, Amendment Agreement Number Three, Amendment Agreement Number Four, the Pledge Agreement, the Syndication Side Letter and the Fee Letters.
Loan Request ” means the loan request and certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit B hereto.
Margin ” means the Fixed Rate Margin and/or the Floating Rate Margin.
Material Adverse Effect ” means a material adverse effect on (a) the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies of the Facility 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 6.7 .
Maximum Loan Amount ” is defined in the preamble .
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:

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a)    borrowed money (whether by loan or issuance and sale of debt securities), including drawings under this Agreement and any revolving credit facilities of the Borrower, and
b)    the issuance and sale of equity securities.
Nordea Agreement ” means the U.S. $1,150,000,000 amended and restated credit agreement dated as of August 23,2013, as amended by Amendment No. 1 thereto dated as of July 10, 2015, among Royal Caribbean Cruises Ltd., as the borrower, the various financial institutions as are or shall become parties thereto and Nordea Bank Finland PLC, New York Branch as administrative agent, as amended, restated, supplemented or otherwise modified from time to time.
Obligations ” means all obligations (payment or otherwise) of the Borrower arising under or in connection with this Agreement.
Option A Refinancing Agreement ” means a refinancing agreement entered into between the Refinancing Bank and any Lender pursuant to Sections 1.2.1 and 1.2.2 of the Terms and Conditions, substantially in the form of Exhibit F hereto.
Option A Lender ” means each Lender that has executed an Option A Refinancing Agreement.
Option B Interest Make-Up Agreement ” means an interest make-up agreement entered into between the CIRR Representative and any Lender pursuant to Section 1.2.4 of the Terms and Conditions.
Option B Lender ” means each Lender that has executed an Option B Interest Make-Up Agreement.
Organic Document ” means, relative to the Borrower, its articles of incorporation (inclusive of any articles of amendment to its articles of incorporation) and its by-laws.
Participant ” is defined in Section 11.11.2 .
Participant Register ” is defined in Section 11.11.2 .
Percentage ” means, relative to any Lender, the percentage set forth opposite its signature hereto or as set out in the applicable Lender Assignment Agreement, as such percentage may be adjusted from time to time pursuant to Section 4.9 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, limited liability company, partnership, firm, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

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Pledge Agreement ” means a pledge agreement substantially in the form of Exhibit G .
Pledged Accounts ” means the EUR Pledged Account and the Dollar Pledged Account and “ Pledged Account ” means either of them.
Prepayment Event ” is defined in Section 9.1 .
Principal Subsidiary ” means any Subsidiary of the Borrower that owns a Vessel.
Purchased Vessel ” is defined in the preamble .
Quarterly Payment Date ” means the last day of each March, June, September and December or, if any such day is not a Business Day, the next succeeding Business Day.
Reference Banks ” means, if the LIBO Rate for any Interest Period cannot be determined pursuant to paragraph (a) of the definition of “LIBO Rate”, those banks designated as Reference Banks by the Facility Agent from time to time that are reasonably acceptable to the Borrower, and each additional Reference Bank and/or each replacement Reference Bank appointed by the Facility Agent pursuant to Section 3.3.6 .
Refinancing Bank ” means KfW in its capacity as the provider of refinancing pursuant to Section 1.2.2 of the Terms and Conditions.
Register ” is defined in Section 11.11.3 .
Repayment Date ” means each of the dates for payment of the repayment installments of the Loan specified in Exhibit A , as amended and/or replaced from time to time by the Facility Agent and the Borrower.
Required Lenders ” means, at any time, Lenders that in the aggregate, hold more than 60% of the aggregate unpaid principal amount of the Loan or, if no such principal amount is then outstanding, Lenders that in the aggregate have more than 60% of the Commitments.
" Sanctions " means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.
" Sanctioned Country " means, at any time, a country, region or territory which is itself the subject or target of any Sanctions.
" Sanctioned Person " means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member state, or any person owned or

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controlled by any such Person or Persons, or (b) any Person operating or organized in a Sanctioned Country.
SEC ” means the United States Securities and Exchange Commission and any successor thereto.
Second Fee ” is defined in Section 11.13 .
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.
Syndication Side Letter ” means the side letter dated as of the date of this Agreement entered into between KfW IPEX, in its capacity as Lender, and the Borrower.
Terms and Conditions ” means the general terms and conditions for CIRR Interest Make-Up for Ship Financing issued by the Federal Republic of Germany on May 12, 2009.
US Dollar Equivalent ” means:
(i)     for all EUR amounts payable in respect of the Contract Price (excluding the portion thereof comprising the Buyer’s Allowance), the total of such EUR amounts converted to a corresponding Dollar amount as determined using the weighted average rate of exchange that the Borrower has agreed, either in the spot or forward currency markets, to pay its counterparties for the purchase of the relevant amounts of EUR with Dollars for the payment of the installments of the Contract Price and including in such weighted average the spot rates for any EUR amounts due that have not been hedged by the Borrower;
(ii)    for all EUR amounts payable in respect to the Buyer’s Allowance, the total of such EUR amounts converted to a corresponding Dollar amount as determined using the USD-to-EUR rate used by the Borrower to convert the relevant USD amount of the amount of the Buyer’s Allowance into EUR for the purpose of the Builder invoicing the same to the Borrower in EUR in accordance with the Construction Contract; and

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(iii)    for purposes of determining the Hermes Fee, the rate determined in accordance with Section 2.3(e) .
Such rate of exchange under (i) above shall be evidenced by foreign exchange counterparty confirmations. The US Dollar Equivalent of the portion of the Maximum Loan Amount under (i) above shall be calculated by the Borrower in consultation with the Facility Agent no less than two (2) Business Days prior to the making of such advance. Such rate of exchange under (ii) above shall be evidenced by the production of the invoice from the Borrower to the Builder in respect of the Buyer’s Allowance and which invoice shall contain the USD/EUR exchange rate used for determining the EUR amount of the Buyer’s Supplies.
US Dollar Maximum Loan Amount ” means the US Dollar Equivalent of the Maximum Loan Amount.
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.
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 each Loan Request and each notice and other communication delivered from time to time in connection with this Agreement or any other Loan Document.
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, 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. Application of this Agreement to KfW IPEX as an Option A Lender . The parties to this Agreement are aware that KfW IPEX will not enter into an Option A Refinancing Agreement with the CIRR Representative. However, for the purposes of this Agreement, KfW IPEX will be deemed to have entered into an Option A Refinancing Agreement with the CIRR Representative in the form of Exhibit F. Consequently, any reference to an Option A Lender shall include KfW IPEX and any reference to an Option A Refinancing Agreement shall include the Option A Refinancing Agreement deemed to have been entered into by KfW IPEX.

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SECTION 1.5. Accounting and Financial Determinations . Unless otherwise specified, all accounting terms used herein or in any other Loan Document 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 the Borrower elects to apply or is required to apply International Financial Reporting Standards (“ IFRS ”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (i) any change in GAAP or IFRS or in the interpretation thereof or (ii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the Effective Date, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Section 7.2.4 in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility 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 Facility 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 Section 7.2.4 continue to be determined in accordance with GAAP relating thereto as if 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 AND BORROWING PROCEDURES
SECTION 2.1. Commitment . On the terms and subject to the conditions of this Agreement (including Article V ), each Lender severally agrees to make its portion of the Loan pursuant to its Commitment described in Section 2.2 . No Lender’s obligation to make the Loan shall be affected by any other Lender’s failure to make the Loan.
SECTION 2.2. Commitment of the Lenders; Termination and Reduction of Commitments .
a)
Each Lender will make its portion of the Loan available to the Borrower in accordance with Section 2.3 either (i) two (2) Business Days prior to the delivery of the Purchased Vessel to the Borrower under the Construction Contract pursuant to Section 2.3(a) or (ii) if the Borrower elects the Alternative Disbursement Option in accordance with Section 2.3(b) , as set forth in Section 2.3(b) . The commitment of each Lender described in this Section 2.2 (herein referred to as its “ Commitment ”) shall be the commitment of such Lender to make available to the Borrower its portion of the Loan hereunder expressed as

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the initial amount set forth opposite such Lender’s name on its signature page attached hereto or, in the case of any Lender that becomes a Lender pursuant to an assignment pursuant to Section 11.11.1 , the amount set forth as such Lender’s Commitment in the related Lender Assignment Agreement, in each case as such amount may be reduced from time to time pursuant to Section 2.2(b) or reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.11.1 . Notwithstanding the foregoing, each Lender’s Commitment shall terminate on the earlier of (i) the Commitment Termination Date if the Purchased Vessel is not delivered prior to such date and (ii) the delivery of the Purchased Vessel.
b)
The Borrower may, by notice to the Facility Agent, at any time (i) prior to the date that is not less than 61 days prior to the First Disbursement Date, without premium or penalty, terminate, or from time to time reduce, the Commitments and (ii) prior to the date on which the Commitments have been terminated but less than 61 days prior to the First Disbursement Date, and subject to Section 4.4 , terminate, or from time to time reduce, the Commitments. Any such termination or reduction of the Commitments shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments.
c)
If any Lender shall default in its obligations under Section 2.1 , the Facility Agent shall, at the request of the Borrower, use reasonable efforts to assist the Borrower in finding a bank or financial institution acceptable to the Borrower to replace such Lender.
SECTION 2.3. Borrowing Procedure .
a)
Unless the Borrower has elected the Alternative Disbursement Option in accordance with Section 2.3(b) , the Borrower shall deliver a Loan Request and the documents required to be delivered pursuant to Section 5.1.1(a) to the Facility Agent on or before 11:00 a.m., London time, not less than two (2) Business Days in advance of the date that is two (2) Business Days prior to the anticipated delivery date of the Purchased Vessel. The aggregate amount of the Loan to be advanced shall not exceed the US Dollar Maximum Loan Amount.
b)
The Borrower may, subject to Section 4.12(b) , at any time prior to the Contractual Delivery Date, elect the Alternative Disbursement Option by written notice to the Facility Agent delivered ten (10) Business Days prior to the requested date of the first such advance to be made following such election. If so elected, the Borrower shall deliver a Loan Request and, in the case of the First Disbursement Date, the documents required to be delivered pursuant to Section 5.1.1(a) to the Facility Agent on or before 11:00 a.m. London time, not less than two (2) Business Days in advance of the date on which the Borrower is required to make a pre-delivery installment to the Builder (other than, for the avoidance of doubt, the first such pre-delivery installment due under the Construction Contract) or, in the case of the advance on the Final Disbursement Date, not less than two (2) Business Days in advance of the date that is two (2) Business Days prior to the anticipated delivery date of the Purchased Vessel. Each such advance of a portion of the Loan shall not exceed the US Dollar Equivalent of 80% of the installment payment owing

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to the Builder on such date; provided , however , that (i) the advance to be made on the First Disbursement Date may be increased by up to 100% of the total amount of the Hermes Fee, (ii) the advance to be made on the Final Disbursement Date may be in an amount up to the excess of the US Dollar Maximum Loan Amount over the aggregate amount of all advances made prior to the Final Disbursement Date, and (iii) the aggregate amount of all such advances shall not exceed the US Dollar Maximum Loan Amount.
c)
The Facility Agent shall promptly notify each Lender of any Loan Request by forwarding a copy thereof to each Lender, together with its attachments. On the terms and subject to the conditions of this Agreement, the Loan (or portion thereof, as specified by the Borrower) shall be made on the Business Day specified in such Loan Request. On or before 11:00 a.m., New York time, on the Business Day specified in such Loan Request, the Lenders shall, without any set-off or counterclaim, deposit with the Facility Agent same day funds in an amount equal to such Lender’s Percentage of the requested Loan or portion thereof. Such deposit will be made to an account which the Facility Agent shall specify from time to time by notice to the Lenders. To the extent funds are so received from the Lenders, the Facility Agent shall, without any set-off or counterclaim, make such funds available to the Borrower on the Business Day specified in the Loan Request by wire transfer of same day funds to the account or accounts the Borrower shall have specified in its Loan Request.
d)
The Borrower shall, upon receipt of the Dollar funds into the account referred to in Section 2.3(c) above, (i) complete the purchase of EUR with its counterparties or otherwise as set out in the Loan Request (by authorising and instructing the Facility Agent to remit the necessary Dollar funds to the said counterparties) and shall procure the payment of all EUR proceeds of such transactions to the EUR Pledged Account no later than the Business Day immediately following the Business Day specified in the Loan Request and (ii) to the extent of any such Dollar funds as shall not be used to purchase EUR, (by authorising and instructing the Facility Agent accordingly) shall procure the payment of such Dollar funds to the Dollar Pledged Account on the Business Day specified in the Loan Request.
e)
If the Borrower elects to finance all or any part of the Hermes Fee with a portion of the advance made on the First Disbursement Date, the Borrower shall indicate such election in its Loan Request with respect to such advance. When this election is made, the amount of the advance in Dollars (the “ US Dollar Hermes Advance Amount ”) that will fund the Hermes Fee shall be equal to the Dollar amount that corresponds to the EUR amount of the Hermes Fee to be financed with such advance, which amount shall be reasonably determined by the Facility Agent based on the spot rate for EUR-Dollar exchanges on the date such Loan Request is delivered, which spot rate shall be determined by reference to a publicly available market service like Bloomberg that can be independently verified by the Borrower. The Facility Agent shall notify the Borrower and the Lenders of the US Dollar Hermes Advance Amount (including the applicable spot rate referred to above) on the date such Loan Request is delivered, and the Lenders shall deposit such US Dollar Hermes Advance Amount with the Facility Agent in accordance

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with Section 2.3(c) . The Borrower will be deemed to have directed the Facility Agent to pay over directly to Hermes on behalf of the Borrower that portion of the EUR amount of the Second Fee to be financed with the proceeds of the advance on the First Disbursement Date and to retain for the Borrower’s own account (and deposit in the Dollar Pledge Account pending disbursement in accordance with Section 2.3(f)) deposits made by the Lenders in Dollars in an amount equal to the portion of the US Dollar Hermes Advance Amount attributable to the First Fee paid by the Facility Agent to Hermes on behalf of the Borrower.
f)
Upon the date of delivery of the Purchased Vessel, the Facility Agent shall direct that moneys standing to the credit of the Pledged Accounts shall, in the manner set out in the Loan Request, be disbursed as follows:
(i)    in EUR, to the account of the Builder, as designated by the Builder and set out in the Loan Request, to the extent necessary to meet the final instalment of the Contract Price (including any portion thereof attributable to the Buyer’s Allowance); and
(ii)    in Dollars, to the account of the Borrower, as designated by the Borrower and set out in the Loan Request, in reimbursement of the First Fee and in respect of any additional amounts standing to the Dollar Pledge Account as of the date of such disbursement,
and such moneys shall be so disbursed on the said date of delivery or, if such date is not a Business Day, the first Business Day following the date of such delivery.

SECTION 2.4. Funding . Each Lender may, if it so elects, fulfill its obligation to make or continue its Loan hereunder by causing a branch or Affiliate (or an international banking facility created by such Lender) other than that indicated next to its signature to this Agreement or, as the case may be, in the relevant Lender Assignment Agreement, 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; provided , further , that the Borrower shall not be required to pay any amount under Sections 4.2(c) , 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 the Lender not caused such branch or Affiliate (or international banking facility) to make or maintain such Loan.
ARTICLE III
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
SECTION 3.1. Repayments . a) Subject to Section 3.1 b) , the Borrower shall repay the Loan in the installments and on the dates set out in Exhibit A.

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b)
If, on the date of delivery of the Purchased Vessel, the outstanding principal amount of the Loan exceeds the US Dollar Maximum Loan Amount (as a result of a reduction in the Contract Price after the Final Disbursement Date and before the delivery of the Purchased Vessel), the Borrower shall repay the Loan in an amount equal to such excess within two (2) Business Days after the date of delivery of the Purchased Vessel. Any such partial prepayment shall be applied pro rata in satisfaction of the repayment installments of the Loan set out in Exhibit A.
c)
No such amounts repaid by the Borrower pursuant to this Section 3.1 may be reborrowed under the terms of this Agreement.
SECTION 3.2. Prepayment . The Borrower
a)
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 Loan; provided that:
i)
all such voluntary prepayments shall require (x) for prepayments on or after the Final Disbursement Date made prior to delivery of the Purchased Vessel in respect of the advance made on such Final Disbursement Date, at least two (2) Business Days’ prior written notice to the Facility Agent, and (y) for all other prepayments, at least 30 calendar days’ prior written notice, if all or any portion of the Loan is a Fixed Rate Loan, and at least five (5) Business Days’ (or, if such prepayment is to be made on the last day of an Interest Period for such Loan, four (4) Business Days’) prior written notice, if the Loan is a Floating Rate Loan, in each case to the Facility Agent; and
ii)
all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be appli ed in inverse order of maturity or ratably among all remaining installments, as the Borrower shall designate to the Facility Agent, in satisfaction of the repayment insta llments of the Loan set out in Exhibit A.
b)
Shall, immediately upon any acceleration of the repayment of the installments of the Loan pursuant to Section 8.2 or 8.3 or the mandatory prepayment of the Loan pursuant to Section 9.2 , repay the Loan.
Each prepayment of the Loan made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4 . No amounts prepaid by the Borrower may be reborrowed under the terms of this Agreement except as provided in Section 3.7 and the last paragraph of Section 9.1 (which follows Section 9.1.10 ).
SECTION 3.3. Interest Provisions . Interest on the outstanding principal amount of the Loan shall accrue and be payable in accordance with this Section 3.3 .
SECTION 3.3.1. Rates . The Loan shall accrue interest from the First Disbursement Date to the date of repayment or prepayment of the Loan in full to the Lenders at the Fixed Rate, subject to (i) any election made by the Borrower to elect

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the Floating Rate pursuant to Section 3.3.2 or (ii) any conversion of any portion of the Loan held by a Lender to a Floating Rate Loan upon the termination of the Interest Make-Up Agreement to which such Lender is a party in accordance with Section 3.3.3 . Interest calculated at the Fixed Rate or the Floating Rate shall be payable semi-annually in arrears on each Interest Payment Date and on the Repayment Dates set out in Exhibit A (for purposes of clarification, it being understood that if the Borrower exercises the Alternative Disbursement Option, the period of time between (x) the making of any advance after the First Disbursement Date and the next following Interest Payment Date and/or (y) the final Interest Payment Date and the immediately preceding Interest Payment Date may be less than six months, and that the reference period for the LIBO Rate for such advances during such periods shall be adjusted accordingly). The Loan 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 the Loan. All interest shall be calculated on the basis of the actual number of days elapsed over a year comprised of 360 days.
SECTION 3.3.2. Election of Floating Rate .
a)
By written notice to the Facility Agent delivered prior to the date that is not less than 61 days prior to the First Disbursement Date, the Borrower may elect, without incurring any liability to make any payments pursuant to Section 4.4 or to pay any other indemnity or compensation obligation, to pay interest on the Loan at the Floating Rate.
b)
By written notice to the Facility Agent delivered less than 61 days prior to the First Disbursement Date but not less than 30 days prior to the First Disbursement Date, the Borrower may elect, subject to Section 4.4 , to pay interest on the Loan at the Floating Rate.
c)
By written notice to the Facility Agent no later than 2:00 p.m. Frankfurt time 30 days prior to the end of an Interest Period, the Borrower may elect, subject to Section 4.4 , to pay interest on the Loan for the remainder of the term of the Loan at the Floating Rate, with effect from the end of that Interest Period.
d)
Any election made under any of Section 3.3.2.a) , Section 3.3.2.b) or Section 3.3.2.c) may only be made one time during the term of the Loan.
SECTION 3.3.3. Conversion to Floating Rate . If, during any Interest Period, the Interest Make-Up Agreement in effect with any Lender is terminated for any reason (other than as a result of the negligence or willful misconduct of such Lender), then the portion of the Loan held by such Lender shall convert to a Floating Rate Loan on the last day of such Interest Period, and the Borrower shall pay interest on such portion of the Loan at the Floating Rate on such portion for the remainder of the term of the Loan. The Borrower shall not incur any liability to make any payments pursuant to Section 4.4 or to pay any other indemnity or compensation obligation in connection with any such conversion. For the avoidance of doubt, Section 3.3.3 shall not apply as a result of any action by the Borrower, including the termination

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of Commitment, any voluntary or mandatory prepayment other than pursuant to Section 9.1.10 or Section 3.2(a)(i)(x) , as the case may be, acceleration of the Loan due to the occurrence of an Event of Default or an election by the Borrower pursuant to Section 3.3.2 .
SECTION 3.3.4. Post-Maturity Rates . After the date any principal amount of the Loan is due and payable (whether on any Repayment 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 Facility Agent to the Borrower (which certification shall be conclusive in the absence of manifest error) to be equal to (a) in the case of (i) principal of and interest on the Loan payable to each Option A Lender and (ii) interest on the Loan payable to each Option B Lender, the sum of the Floating Rate plus 3% per annum and (b) in the case of any other monetary Obligation, the sum of the Floating Rate plus 2% per annum.
SECTION 3.3.5. Payment Dates . Interest accrued on the Loan shall be payable, without duplication, on the earliest of:
a)
each Interest Payment Date;
b)
each Repayment Date;
c)
the date of any prepayment, in whole or in part, of principal outstanding on the Loan (but only on the principal so prepaid); and
d)
on that portion of the Loan the repayment of which is accelerated pursuant to Section 8.2 or Section 8.3 , immediately upon such acceleration.
SECTION 3.3.6. Interest Rate Determination; Replacement Reference Banks . The Facility Agent shall obtain from each Reference Bank timely information for the purpose of determining the LIBO Rate in the event that no offered quotation appears on Reuters LIBOR01 Page (or any successor page) and the LIBO Rate is to be determined by reference to quotations supplied by the Reference Banks. If any one or more of the Reference Banks shall fail to furnish in a timely manner such information to the Facility Agent for any such interest rate, the Facility Agent shall determine such interest rate on the basis of the information furnished by the remaining Reference Banks. If the Borrower elects to add an additional Reference Bank hereunder or a Reference Bank ceases for any reason to be able and willing to act as such, the Facility Agent shall, at the direction of the Required Lenders and after consultation with the Borrower and the Lenders, appoint a replacement for such Reference Bank reasonably acceptable to the Borrower, and such replaced Reference Bank shall cease to be a Reference Bank hereunder. The Facility Agent shall furnish to the Borrower and to the Lenders each determination of the LIBO Rate made by reference to quotations of interest rates furnished by Reference Banks.

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Interest accrued on the Loan or other monetary Obligations arising under this Agreement or any other Loan Document after the date such amount is due and payable (whether upon acceleration or otherwise) shall be payable upon demand.
SECTION 3.4. Commitment Fees . The Borrower agrees to pay to the Facility Agent for the account of each Lender a commitment fee (the “ Commitment Fee ”) on its daily unused portion of the Maximum Loan Amount (as such Maximum Loan Amount may be adjusted from time to time), for the period commencing on the Effective Date and continuing through the earliest of (i) the Final Disbursement Date, (ii) the date upon which the Facility Agent has provided the Borrower with written notice that the Lenders will not advance the Loan because the Commitments shall have been terminated pursuant to Section 8.2 or 8.3 , (iii) the Commitment Termination Date and (iv) the date the Commitments shall have been terminated pursuant to Section 2.2(b) . Should the Facility Agent provide the Borrower notice that the Lenders will not advance the Loan because Hermes has cancelled the Hermes Insurance Policy, the Commitment Fees paid by the Borrower for the account of each Lender shall be promptly refunded to the Borrower by such Lender.
SECTION 3.4.1. Payment . The Commitment Fee shall be payable by the Borrower to the Facility Agent for the account of each Lender in arrears on each Quarterly Payment Date, commencing with the first such date following the Effective Date and ending on the earliest to occur of (i) the Final Disbursement Date, (ii) the date the Lenders are no longer obligated to advance the Loan, (iii) the Commitment Termination Date and (iv) the date the Commitments shall have been terminated pursuant to Section 2.2(b) . The Commitment Fee shall be in the amount in EUR equal to the product of the Applicable Commitment Rate, multiplied by, for each day elapsed since the previous Quarterly Payment Date, the difference between the Maximum Loan Amount and the aggregate amount of all advances made on or prior to such day, divided by 360 days; provided that the Borrower may elect to pay the Commitment Fee on any Quarterly Payment Date in the Dollars by giving notice to the Facility Agent five (5) Business Days before such Quarterly Payment Date. If the Borrower elects to pay the Commitment Fee in Dollars, the exchange rate used to convert the fee from EUR to Dollars shall be the 10 A.M. midpoint market fixing for the conversion of EUR to Dollars set by the Federal Reserve Bank of New York two (2) Business Days prior to the relevant Quarterly Payment Date.
SECTION 3.5. CIRR Fees . The Borrower agrees to pay to the Facility Agent for the account of the CIRR Representative a fee of 0.01% per annum (the “ CIRR Fee ”) on the Maximum Loan Amount (as such Maximum Loan Amount may be adjusted from time to time), for the period commencing on August 14, 2011 and continuing until the earliest of (i) the date falling sixty (60) days prior to the First Disbursement Date, (ii) the date falling 30 days after the date on which the Borrower elects the Floating Rate pursuant to Section 3.3.2 or, as to any portion of the Loan converted to a Floating Rate Loan pursuant to Section 3.3.3 , the date on which such portion so converts to a Floating Rate Loan, (iii) the date upon which the Facility Agent has provided written notice to the Borrower that the Lenders

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will not advance the Loan because the Commitments shall have been terminated pursuant to Section 8.2 or 8.3 and (iv) any other date on which the Commitments shall have been terminated.
SECTION 3.5.1. Payment . The CIRR Fee shall be payable by the Borrower in EUR quarterly in arrears from the date of commencement of the period described in Section 3.5 and, if applicable, on the earliest of (i) the date falling sixty (60) days prior to the First Disbursement Date, (ii) the date falling 30 days after the date on which the Borrower elects the Floating Rate pursuant to Section 3.3.2 or, as to any portion of the Loan converted to a Floating Rate Loan pursuant to Section 3.3.3 , the date on which such portion so converts to a Floating Rate Loan, (iii) the date upon which the Facility Agent has provided written notice to the Borrower that the Lenders will not advance the Loan because the Commitments shall have been terminated pursuant to Section 8.2 or 8.3 and (iv) any other date on which the Commitments shall have been terminated.
SECTION 3.6. Other Fees . The Borrower agrees to pay to the Facility Agent the agreed-upon fees set forth in the Fee Letters on the dates and in the amounts set forth therein.
SECTION 3.7. Temporary Repayment . If the proceeds of the Loan (or, if applicable, the balance of the Loan) have not been utilised directly or indirectly to pay for delivery of the Purchased Vessel within 15 days after the initial Final Disbursement Date and have been deposited in accordance with Section 4.12 , the Borrower may, by notice to the Facility Agent in accordance with Section 3.2(a) and specifying that such prepayment may be reborrowed under this Agreement, prepay the Loan together with accrued interest on the Loan so prepaid. If the Purchased Vessel is subsequently delivered, the Borrower shall be permitted to submit one additional Loan Request in accordance with Section 2.3 to reborrow the Loan previously prepaid under this Section; provided , however , that the date of funding of any such reborrowed Loan shall not be later than 28 July 2015 and provided , further , that such date of funding shall be the Final Disbursement Date for all purposes hereunder with respect to such reborrowed Loan. Prepayment of the Loan made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4 .
ARTICLE IV
CERTAIN LIBO RATE AND OTHER PROVISIONS
SECTION 4.1. LIBO Rate Lending Unlawful . If after the Effective Date 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 the Loan bearing interest at a rate based on the LIBO Rate, the obligation of such Lender to make, continue or maintain its Loan bearing interest at a rate based on the LIBO Rate shall, upon notice thereof to the Borrower, the Facility 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 its Loan hereunder shall be

23




automatically converted into an obligation to make, continue and maintain the Loan bearing interest at a rate to be negotiated between such Lender and the Borrower that is the equivalent of the sum of the LIBO Rate for the relevant Interest Period plus the Floating Rate Margin.
SECTION 4.2. Deposits Unavailable . If, on or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “ Option B Lender ”), the Facility Agent shall have determined that:
a)
Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or
b)
by reason of circumstances affecting the Reference Banks’ relevant markets, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, or
c)
the cost to Option B Lenders that in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate ( provided , that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date),
then the Facility 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 Facility 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 Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond

24




the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.
SECTION 4.3. Increased LIBO Rate Loan Costs, etc. If after the Effective Date 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 including, without limitation, any agency of the European Union or similar monetary or multinational 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 portion of the 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 any 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 increased capital costs described in Section 4.5 and 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 portion of the Loan or any part thereof,
and the result of any of the foregoing is either (i) to increase the cost to such Lender of making the Loan or maintaining the 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 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) such Lender shall (through the Facility 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 such demand pay to the Facility Agent for the

25




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 such 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 .
SECTION 4.4.1. Indemnity . In the event any Lender shall incur any loss or expense (for the avoidance of doubt excluding loss of profit in the event the Borrower has elected the Floating Rate pursuant to Section 3.3.2 ), by reason of the liquidation or reemployment (at not less than the market rate) of deposits or other funds acquired by such Lender, to make, continue or maintain any portion of the principal amount of the Loan as a result of:
i)
if at the time interest is calculated at the Floating Rate, any conversion or repayment or prepayment or acceleration of the principal amount of the Loan on a date other than the scheduled last day of an Interest Period or otherwise scheduled date for repayment or payment (including payments made in accordance with Section 3.1(b) ;
ii)
if at the time interest is calculated at the Fixed Rate, any repayment or prepayment or acceleration of the principal amount of the Loan, other than any repayment made on the date scheduled for such repayment;
iii)
an election by the Borrower of the Floating Rate in accordance with Section 3.3.2.b) or Section 3.3.2.c) ;
iv)
a reduction or termination of the Commitments by the Borrower pursuant to Section 2.2.b)(ii) ; or

26




v)
the Loan not being made in accordance with the Loan 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,
(a “ Funding Losses Event ”) then, upon the written notice of such Lender to the Borrower (with a copy to the Facility Agent), the Borrower shall, within five (5) Business Days of its receipt thereof:
a.
if at that time interest is calculated at the Floating Rate, pay directly to the Facility Agent an amount (the “ Floating Rate Indemnity Amount ”) equal to the amount by which:
(i)
interest calculated at the Floating Rate which a Lender would have received on its share of the amount of the Loan subject to such Funding Losses Event for the period from the date of receipt of any part of its share in the Loan to the last day of the applicable Interest Period,
exceeds:
(ii)
the amount which a Lender would be able to obtain by placing an amount equal to the amount received by it on deposit with a leading bank in the appropriate interbank market for a period starting on the Business Day following receipt and ending on the last day of the applicable Interest Period.
b.
if at that time interest is calculated at the Fixed Rate, pay to the Facility Agent for the account of such Lender the sum of:
(A)
an amount equal to the amount by which:
(i)
interest calculated at the Fixed Rate which a Lender would have received on its share of the amount of the Loan subject to such Funding Losses Event for the period from the date of receipt of any part of its share of the Loan to the final scheduled date for the repayment of Loan in full pursuant to Section 3.1 ,
exceeds:
(ii)
the amount by which a Lender would be able to obtain by placing an equal amount to the amount received by it on deposit and receiving interest equal to the money market rate then applicable to Dollars on the Reuters page “ICAP1” (the “ Reinvestment Rate ”),
such amount to be discounted to present value at the Reinvestment Rate; and

27




(B)
if such Lender has entered into an Option B Interest Make-up Agreement, an amount equal to the Floating Rate Indemnity Amount.
Such written notice shall include calculations in reasonable detail setting forth the loss or expense to such Lender.
SECTION 4.5. Increased Capital Costs . If after the Effective Date 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 Loan 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.

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SECTION 4.6. Taxes . All payments by the Borrower of principal of, and interest on, the Loan 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 taxes on 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, and any taxes imposed under FATCA (such non-excluded items being called “ Covered Taxes ”). In the event that any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Covered 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 Facility Agent an official receipt or other documentation satisfactory to the Facility Agent evidencing such payment to such authority; and
c.
pay to the Facility 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 Covered Taxes are directly asserted against the Facility Agent or any Lender with respect to any payment received or paid by the Facility Agent or such Lender hereunder, the Facility Agent or such Lender may pay such Covered 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 Covered Taxes (including any Covered Taxes on such additional amount) shall equal the amount such person would have received had no such Covered Taxes been asserted.
Any Lender claiming any additional amounts payable pursuant to this Section 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 Lender, be otherwise disadvantageous to such Lender.
If the Borrower fails to pay any Covered Taxes when due to the appropriate taxing authority or fails to remit to the Facility 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 Covered Taxes, interest or penalties that may become payable by any Lender as a result of any such failure (so long as such amount did not become

29




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 Covered Taxes). For purposes of this Section 4.6 , a distribution hereunder by the Facility 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 Covered 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, 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 refund, credit, deduction or reduction as such Lender reasonably determines is allocable to such Covered 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) agrees with the Borrower and the Facility Agent that it will (i) in the case of a Lender or a Participant organized under the laws of a jurisdiction other than the United States (a) provide to the Facility 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, an Internal Revenue Service Form W-8BEN claiming the benefits of a tax treaty, 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), in each case attached to an Internal Revenue Service Form W-8IMY, if appropriate, (b) notify the Facility 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 and (c) provide such other tax forms or other documents as shall be prescribed by applicable law, if any, or as otherwise reasonably requested, to demonstrate, to the extent applicable, that payments to such Lender Party (or Participant) hereunder are exempt from withholding under FATCA, and (ii) in all cases, provide such forms, certificates or other documents, as and when reasonably requested by the Borrower, necessary to claim any applicable exemption from, or reduction of, Covered Taxes or any payments made to or for benefit of such Lender Party or such Participant, provided that the Lender Party or Participant is legally able to deliver such forms, certificates or other documents. For any period with respect to which a Lender (or assignee 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 (which, in the case of an Assignee Lender, would be the date on which the original assignor was required to provide such form) or if such form otherwise is not required hereunder) such Lender (or assignee Lender or Participant) shall not be entitled to the benefits of this Section 4.6 with respect to Covered Taxes imposed by reason of such failure.

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SECTION 4.7. Reserve Costs . Without in any way limiting the Borrower’s obligations under Section 4.3 , the Borrower shall, on and after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 , pay to the Facility Agent for the account of 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 the Loan for each day during such Interest Period:
(i)    the principal amount of the 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 the Loan for such Interest Period as provided in this Agreement (less, if applicable, the Floating Rate 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.
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. Payments, Computations, etc. a. Unless otherwise expressly provided, all payments by the Borrower pursuant to this Agreement or any other Loan Document shall be made by the Borrower to the Facility Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments required to be made to the Facility Agent shall be made, without set-off, 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 Facility 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 Lenders on the next succeeding Business Day.
b.
(i) Each Option A Lender hereby instructs the Facility Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank less (x) the margin for Fixed Rate Loans of 1.10% and (y) the

31




CIRR administrative fee of 0.20% if interest on the Loan made by that Lender is then calculated at the Fixed Rate and less the Floating Rate Margin if interest on that Loan is then calculated at the Floating Rate.
(ii)    Each Option B Lender hereby instructs the Facility Agent, with respect to any portion of the Loan held by such Option B Lender, to pay to the CIRR Representative interest thereon at the Fixed Rate, if interest on such portion of the Loan is then calculated at the Fixed Rate, and to pay directly to such Lender interest thereon at the Floating Rate, if interest on such portion of the Loan is then calculated at the Floating Rate.
c.
The Facility Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender its share, if any, of such payments received by the Facility Agent for the account of such Lender without any set-off, 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 (a) 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 4.9. Replacement Lenders, etc. If the Borrower shall be required to make any payment to any Lender pursuant to Section 4.2(c) , 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 Lenders Commitment (where upon the Percentage of each other Lender shall automatically be adjusted to an amount equal to such Lender’s ratable share of the remaining Commitments), (b) prepay the affected portion of such Lender’s Loans in full, together with accrued interest thereon through the date of such prepayment ( provided that the Borrower shall not terminate any Lender’s Commitment pursuant to clause (a) or 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 Facility Agent shall have attempted in good faith to replace such Lender), and/or (c) replace such Lender with another financial institution reasonably acceptable to the Facility Agent (which replacement Lender shall meet the criteria set out in Section 2.1 of the Terms and Conditions), 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

32




received one or more payments from either the Borrower or one or more Assignee Lenders in an aggregate amount at least equal to the aggregate outstanding 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 4.10. Sharing of Payments a.    . If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise) on account of the Loan (other than pursuant to the terms of Sections 4.2(c) , 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 the Loan 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 4.11 ) 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 set-off 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. Set-off . Upon the occurrence and during the continuance of an Event of Default or a Prepayment Event, each Lender 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; provided that any such appropriation and application shall be subject to the provisions of Section 4.10 . Each Lender agrees promptly to notify the Borrower and the Facility Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this

33




Section are in addition to other rights and remedies (including other rights of set-off under applicable law or otherwise) which such Lender may have.
SECTION 4.12. Use of Proceeds . a, The Borrower shall apply the proceeds of the Loan in accordance with Recital (C) and, in relation to the Final Disbursement Date, prior to such application, such proceeds shall be held in the Pledged Account; without limiting the foregoing, no proceeds of the 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. If the proceeds of the Loan (or, if applicable, the balance of the Loan) have not been paid to the Builder or its order or to the Facility Agent (directly or indirectly) in prepayment of the Loan under Sections 3.2(a) or 3.7 by 9:59 p.m. (London time) on the second Business Day after the Final Disbursement Date, such proceeds shall continue to be pledged by the Borrower upon receipt in accordance with clause 2.3(d) as collateral pursuant to the Pledge Agreement. On or prior to the date that is 15 days after the initial Final Disbursement Date, the Borrower shall notify the Facility Agent whether the proceeds of the Loan are to be returned to the Facility Agent as prepayment in accordance with Section 3.7 or to be held as cash collateral until the earlier of (i) disbursement to the Builder and (ii) prepayment of the Loan pursuant to Sections 3.2(a) or 9.2 .
b.    If the Borrower wishes to elect the Alternative Disbursement Option pursuant to Section 2.3(b), the proceeds of the Loan to be made available on the Final Disbursement Date pursuant to that election shall be required to be paid and applied in the same way as the advance of the Loan is to be paid and applied on the Final Disbursement Date had the Alternative Disbursement Option not been exercised.

ARTICLE V

CONDITIONS TO BORROWING
SECTION 5.1. Initial Advance of the Loan . The obligation of the Lenders to fund all or any portion of the Loan on the First Disbursement Date shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 5.1 on or prior to the First Disbursement Date. The Facility Agent shall advise the Lenders of the satisfaction of the conditions precedent set forth in this Section 5.1 prior to funding on the First Disbursement Date.
SECTION 5.1.1. Resolutions, etc . The Facility Agent shall have received from the Borrower:
(a) a certificate 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:

34




(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 the Lenders may conclusively rely until it shall have received a further certificate of the Secretary or Assistant 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. Opinions of Counsel . The Facility Agent shall have received opinions, addressed to the Facility Agent and each Lender from:
a.
Watson, Farley & Williams (New York) LLP, counsel to the Borrower, as to Liberian Law, covering the matters set forth in Exhibit D-1 hereto;
b.
Norton Rose LLP, counsel to the Facility Agent, covering the matters set forth in Exhibit D-2 hereto; and
c.
Clifford Chance US LLP, United States tax counsel to the Lenders, covering the matters set forth in Exhibit D-3 hereto,
each such opinion to be updated to take into account all relevant and applicable Loan Documents at the time of issue thereof.
SECTION 5.1.3. Hermes Insurance Policy . The Facility Agent or the Hermes Agent shall have received the Hermes Insurance Policy duly issued.
SECTION 5.1.4. CIRR requirements .
The Borrower acknowledges that:
(i)
the government of the Federal Republic of Germany, the Federal Audit Court or any authorized representatives specified by these bodies shall be authorized at any time to inspect and make or demand copies of the records, accounts, documents and other deeds of the Lenders;
(ii)
in the course of its activity as the Facility Agent, the Facility Agent may:
(a)
provide the government of the Federal Republic of Germany with information concerning the transactions to be handled by it; and

35




(b)
disclose information concerning the subsidized transaction in the context of internationally agreed consultation/notification proceedings and statutory specifications,
including information received from the Lenders; and
(iii)
the Facility Agent and (to the extent the Lenders have entered into an Option A Refinancing Agreement with the Refinancing Bank) the Lenders are entitled to disclose to the Refinancing Bank:
(a)
circumstances pertaining to the Loan, proper repayment and collateralization;
(b)
extraordinary events which may jeopardize the proper servicing of the Loan;
(c)
any information required by the Refinancing Bank with respect to the proper use of any refinancing funds granted to the respective Lender; and
(d)
the Loan Documents;
provided that the Refinancing Bank agrees to keep such information confidential to the same extent required of Lenders pursuant to Section 11.15 .
SECTION 5.2. Advance of the Loan . The obligation of the Lenders to fund all or any portion of the Loan on the occasion of any funding of the Loan (including the funding on the First Disbursement Date or pursuant to a reborrowing under Section 3.7 except as expressly provided for in Section 5.2.6) shall be subject to the satisfaction of each of the conditions precedent set forth in this Section 5.2 on or prior to the date of such funding. The Facility Agent shall advise the Lenders of the satisfaction of the conditions precedent set forth in this Section 5.2 prior to any such funding.
SECTION 5.2.1. Closing Fees, Expenses, etc . The Facility 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 Facility Agent (whether for its own account or for the account of any of the Lenders) that are due and owing as of the date of such funding and all invoiced expenses of the Facility Agent (including the agreed fees and expenses of counsel to the Facility Agent and the Hermes Fees) required to be paid by the Borrower pursuant to Section 11.3 or that the Borrower has otherwise agreed in writing to pay to the Facility Agent, in each case on or prior to the date of such funding.

36




SECTION 5.2.2. Compliance with Warranties, No Default, etc . Both before and after giving effect to the funding of all or any portion of the Loan the following statements shall be true and correct:
a.
the representations and warranties set forth in Article VI (excluding, however, those set forth in Section 6.10) shall be 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, 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 5.2.3. Loan Request . The Facility Agent shall have received a Loan Request duly executed by the Borrower.
SECTION 5.2.4. Hermes Insurance Policy . Hermes shall not have, prior to funding the Loan, delivered to the Facility Agent or the Hermes Agent any notice that the Federal Republic of Germany has determined that the Loan is excluded from cover under the Hermes Insurance Policy.
SECTION 5.2.5. Foreign Exchange Counterparty Confirmations . The Facility Agent shall have received a copy of each foreign exchange counterparty confirmation entered into by the Borrower in respect of a payment of any installment of the Contract Price.
SECTION 5.2.6. Pledge Agreement. The Pledge Agreement shall be duly executed by the parties thereto and delivered to the Facility Agent on or prior to the Final Disbursement Date.
SECTION 5.2.7. Opinion of Counsel. The Facility Agent shall have received from Norton Rose LLP, counsel to the Facility Agent as to German law, an opinion addressed to the Facility Agent and each Lender substantially in the form of Exhibit H hereto.
SECTION 5.3. Advance of the Loan on the Final Disbursement Date SECTION 5.4. . If the Borrower has used the Alternative Disbursement Option to finance any installment of the Contract Price, the obligation of the Lenders to fund all or any portion of the Loan on the Final Disbursement Date shall be subject to the receipt by the Facility Agent of a certificate of the Borrower that its expected liquidity position on the Contractual Delivery Date will, in the Borrower’s judgment, permit the Borrower to pay the portion of the final installment of the Contract Price due on the Contractual Delivery Date that will not be funded with the proceeds of the advance made on the Final Disbursement Date. The Facility Agent shall advise the Lenders of the satisfaction of this condition precedent prior to any such funding.

37




ARTICLE VI
REPRESENTATIONS AND WARRANTIES
To induce the Lenders and the Facility Agent to enter into this Agreement and to make the Loan hereunder, the Borrower represents and warrants to the Facility Agent and each Lender as set forth in this Article VI as of the Effective Date, the First Disbursement Date and the date of each additional advance of any portion of the Loan after the First Disbursement Date (except as otherwise stated).
SECTION 6.1. Organization, etc . The Borrower 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 except as would not reasonably be expected to result in a Material Adverse Effect;
c.
contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect;
d.
contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or
e.
result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties except as would not reasonably be expected to result in a Material Adverse Effect.
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 First Disbursement Date or that have been obtained or actions not required to be taken on or prior to the First Disbursement Date or that have been taken). The Borrower holds all governmental licenses, permits and other approvals required to conduct its business as conducted by it on the First

38




Disbursement 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 Laws .  
a.
The Borrower is in compliance with all applicable laws, rules, regulations and orders, except to the extent that the failure to so comply does not and would not reasonably be expected to have a Material Adverse Effect.
b.
The Borrower has implemented and maintains in effect policies and procedures designed to procure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Borrower and its Subsidiaries and, to the knowledge of the Borrower, their respective officers, employees, directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions, in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person.  None of (i) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees, or (ii) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
c.
The Borrower 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 the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles.
SECTION 6.6. No Default, Event of Default or Prepayment Event . No Default, Event of Default or Prepayment Event has occurred and is continuing.
SECTION 6.7. Litigation . There is no action, suit, litigation, investigation or proceeding pending or, to the knowledge of the Borrower, threatened against the Borrower, that (i) except as set forth in filings made by the Borrower with the SEC in the Borrower’s reasonable opinion might reasonably be expected to materially adversely affect the business, operations or financial condition of the Borrower and its 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 6.8. The Purchased Vessel . Immediately following the delivery of the Purchased Vessel to the Borrower under the Construction Contract, the Purchased Vessel will be:

39




a.
legally and beneficially owned by the Borrower or one of the Borrower’s wholly owned Subsidiaries,
b.
registered in the name of the Borrower or one of the Borrower’s wholly owned Subsidiaries under the Bahamian or Maltese flag or such other flag as the parties may mutually agree,
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.
exclusively operated by or chartered to the Borrower or one of the Borrower’s wholly owned Subsidiaries except as otherwise permitted pursuant to Section 7.1.4 .
SECTION 6.9. 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 other than Indebtedness preferred as a matter of law.
SECTION 6.10. Withholding, etc. . As of the date hereof, 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 6.11. 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 other Loan Documents (except for filings, recordings, registrations or payments not required to be made on or prior to the First Disbursement Date or that have been made).
SECTION 6.12. 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 jurisdiction, judgment, attachment, set-off, execution, legal process or remedy would otherwise be permitted or exist).
SECTION 6.13. 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 6.14. 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 the Loan 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

40




U or any regulations substituted therefor, as from time to time in effect, are used in this Section with such meanings.
SECTION 6.15. Accuracy of Information . The financial and other information (other than financial projections or other forward looking information) furnished to the Facility 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, if any, that have been furnished to the Facility 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 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 Facility 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 Facility Agent and each Lender that, from the Effective Date 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 Facility Agent (with sufficient copies for distribution to each Lender) the following financial statements, reports, notices and information:
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 SEC 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 SEC 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

41




loss statement) and audited by PricewaterhouseCoopers LLP 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 Facility 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 the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole;
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 SEC 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 Facility Agent may from time to time reasonably request;
provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at http://www.rclinvestor.com or the SEC’s website at http://www.sec.gov .
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 Agreement and the other Loan Documents and (b) the operation of the Purchased Vessel in compliance with all applicable laws, except, in each case, 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.

42




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 the Borrower, 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;
d.
compliance with all applicable Environmental Laws;
e.
compliance with all anti-money laundering laws and Anti-Corruption Laws applicable to the Borrower, including by not making or causing to be made any offer, gift or payment, consideration or benefit of any kind to anyone, either directly or indirectly, as an inducement or reward for the performance of any of the transactions contemplated by this Agreement to the extent the same would be in contravention of such applicable laws; and
f.
the Borrower will maintain in effect policies and procedures designed to procure compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions.
SECTION 7.1.4. The Purchased Vessel . The Borrower will:
a.
cause the Purchased Vessel to be exclusively operated by or chartered to the Borrower or one of the Borrower’s wholly owned Subsidiaries, provided that the Borrower or such Subsidiary may charter out the Purchased Vessel (i) to entities other than the Borrower and the Borrower’s wholly owned Subsidiaries and (ii) on a time charter with a stated duration not in excess of one year;
b.
cause the Purchased Vessel to be kept in such condition as will entitle her to classification by a classification society of recognized standing;
c.
upon delivery of the Purchased Vessel, provide the following to the Facility Agent with respect to the Purchased Vessel:
(i)    evidence as to the ownership of the Purchased Vessel by the Borrower or one of the Borrower’s wholly owned Subsidiaries;

43




(ii)    evidence of no recorded Liens on the Purchased Vessel, other than Liens permitted pursuant to Section 7.2.3 ; and
(iii)    a copy of the final commercial invoice in respect of the Purchased Vessel as provided by the Builder, certified as a true and complete copy by an Authorized Officer of the Borrower; and
d.
within seven days after delivery of the Purchased Vessel, provide the following to the Facility Agent with respect to the Purchased Vessel:
(i)    evidence of the class of the Purchased Vessel; and
(ii)    evidence as to all required insurance being in effect with respect to the Purchased Vessel.
SECTION 7.1.5. Insurance . The Borrower will maintain or cause to be maintained with responsible insurance companies insurance with respect to the Purchased Vessel against such casualties, third-party liabilities and contingencies and in such amounts, in each case, 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 Facility Agent, furnish to the Facility 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 certifying as to compliance with this Section.
SECTION 7.1.6. Books and Records . The Borrower will keep books and records that accurately reflect all of its business affairs and transactions and permit the Facility Agent and each Lender or any of their respective representatives, at reasonable times and intervals and upon reasonable prior notice, 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 7.1.7. Hermes Insurance Policy/Federal Republic of Germany Requirement . The Borrower shall, on the reasonable request of the Hermes Agent or the Facility Agent, provide such other information as required under the Hermes Insurance Policy and/or the Terms and Conditions as necessary to enable the Hermes Agent or the Facility Agent to obtain the full support of Hermes and/or the government of the Federal Republic of Germany (as the case may be) pursuant to the Hermes Insurance Policy and/or the Terms and Conditions (as the case may be). The Borrower must pay to the Hermes Agent or the Facility Agent the amount of all reasonable costs and expenses reasonably incurred by the Hermes Agent or the Facility Agent in connection with complying with a request by Hermes or the government of the Federal Republic of Germany (as the case may be) for any additional information necessary or desirable in connection with the Hermes

44




Insurance Policy or the Terms and Conditions (as the case may be); provided that the Borrower is consulted before the Hermes Agent or the CIRR Representative incurs any such cost or expense.
SECTION 7.2. Negative Covenants . The Borrower agrees with the Facility Agent and each Lender that, from the Effective Date 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 principal 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 ;
b.
Indebtedness owing to the Borrower or a wholly owned direct or indirect Subsidiary of the Borrower;
c.
Indebtedness incurred to finance, refinance or refund the cost (including the cost of construction) of assets acquired after the Effective Date;
d.
Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted under Section 7.2.2(a) and permitted to be secured under Section 7.2.3(c) , at any one time outstanding not exceeding the greater of (determined at the time of creation of such Lien or the incurrence by any Existing Principal Subsidiary of such Indebtedness, as applicable) (x) 5.0% 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 and (y) $735,000,000;
e.
[RESERVED]; and
f.
obligations in respect of Hedging Instruments entered into for the purpose of managing interest rate, foreign currency exchange or commodity exposure risk and not for speculative purposes.
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.
[RESERVED];

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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;
c.
in addition to other Liens permitted under this Section 7.2.3 , Liens securing Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted under Section 7.2.2(d) , at any one time outstanding not exceeding the greater of (determined at the time of creation of such Lien or the incurrence by any Existing Principal Subsidiary of such indebtedness, as applicable) (x) 5.0% 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 and (y) $735,000,000, 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;

46




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;
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;
m.
normal and customary rights of set-off upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights in favor of banks or other depository institutions;
n.
Liens in respect of rights of set-off, recoupment and holdback in favor of credit card processors securing obligations in connection with credit card processing services incurred in the ordinary course of business; and
o.
Liens on cash or Cash Equivalents securing obligations in respect of Hedging Instruments permitted under Section 7.2.2(f) or securing letters of credit that support such obligations.
SECTION 7.2.4. Financial Condition . The Borrower will not permit:

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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, 2007 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
a.
the Borrower or any direct or indirect wholly owned Subsidiary of the Borrower; and
b.
other Investments by the Principal Subsidiaries in an aggregate amount not to exceed $100,000,000 at any time outstanding.
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 (i) 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 or (ii) merge with and into another Person in connection with a sale or other disposition permitted by Section 7.2.7 ; and
b.
so long as no Event of 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 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

48




assumed in a writing, delivered to the Facility 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 at the time of any such sale:
(i)    the aggregate net book value of all such assets sold during each fiscal year does not exceed an amount equal to the greater of (x) 12.5% of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (y) $675,000,000; and
(ii)    to the extent any asset has a fair market value in excess of $250,000,000 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;
d.
[RESERVED];
e.
sales of other assets in the ordinary course of business; and
f.
sales of assets between or among the Borrower and Subsidiaries of the Borrower.
SECTION 7.3. Limitation in respect of Certain Representations, Warranties and Covenants. The representations and warranties and covenants given in Section 6.4(b) and 7.1.3(f) , respectively, shall only be given, and be applicable to, a Lender incorporated in the Federal Republic of Germany insofar as the giving of and compliance with such representations and warranties do not result in a violation of or conflict with section 7 of the German Foreign Trade Regulation ( Außenwirtschaftsverordnung ) (in conjunction with section 4 paragraph 1 a no.3 foreign trade law (AWG) ( Außenwirtschaftsgesetz )), any provision of Council Regulation (EC) 2271/1996 or any similar applicable anti-boycott law or regulation.
ARTICLE VIII
EVENTS OF DEFAULT

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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 the Loan or any Commitment Fee, or the Borrower shall default in the payment of any fee due and payable under the Fee Letter, provided that, in the case of any default in the payment of any interest on the Loan or of any Commitment Fee, such default shall continue unremedied for a period of at least two (2) Business Days after notice thereof shall have been given to the Borrower by the Facility Agent; and provided further that, in the case of any default in the payment of any fee due and payable under the Fee Letter, 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 Facility 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 in any material respect when made.
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 the obligations referred to in Section 8.1.1 ) and such default shall continue unremedied for a period of five days after notice thereof shall have been given to the Borrower by the Facility 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 . (a) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness hereunder or with respect to Hedging Instruments) 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; (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after

50




applicable grace periods; (c) 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 (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); or (d) 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 thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness). 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. 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 60 days, provided that in the case of such an event in respect of the Borrower, the Borrower hereby expressly authorizes the Facility Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-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 entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower

51




hereby expressly authorizes the Facility Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-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 8.2. Action if Bankruptcy . If any Event of Default described in clauses (b) through (d) of Section 8.1.5 shall occur with respect to the Borrower, the Commitments (if not theretofore terminated) shall automatically terminate and the outstanding principal amount of the Loan 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 8.1.5 with respect to the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Facility Agent, upon the direction of the Required Lenders, shall by notice to the Borrower declare all of the outstanding principal amount of the Loan 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 the Loan 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 of Control . There occurs any Change of Control.
SECTION 9.1.2. [RESERVED] .
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-1 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 the Facility Agent.
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.

52




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 Sections 4.12 or 7.2.4 .
SECTION 9.1.6. Judgments . Any judgment or order for the payment of money in excess of $100,000,000 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 (5) Business Days after the commencement of such enforcement proceedings; or
b.
there shall be any period of 30 consecutive 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. . The Purchased Vessel shall be condemned or otherwise taken under color of law or requisitioned and the same shall continue unremedied for at least 20 days, unless such condemnation or other taking would not have a Material Adverse Effect.
SECTION 9.1.8. Arrest . The Purchased Vessel 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 9.1.9. Sale/Disposal of the Purchased Vessel . The Purchased Vessel is sold to a company which is not the Borrower or any other Subsidiary of the Borrower (other than for the purpose of a lease back to the Borrower or any other Subsidiary of the Borrower).
SECTION 9.1.10. Delayed Delivery of the Purchased Vessel . If, (a) within 15 days after the Final Disbursement Date, the Loan has not been utilized to pay for delivery of the Purchased Vessel, unless (i) the Loan has been returned to the Facility Agent as prepayment in accordance with Section 3.2(a) or 3.7 or (ii) the proceeds of the Loan have been deposited to the Pledged Account in accordance with Section 4.12 or (b) within 10 days after any other advance, the proceeds of such advance have not been utilized to pay the relevant instalment payment.
SECTION 9.1.11. Termination of the Construction Contract . If the Construction Contract is terminated in accordance with its terms or by other lawful means prior to delivery of the Purchased Vessel and the parties thereto do not reach an agreement to reinstate the Construction Contract within 30 days after such termination.

53




Notwithstanding anything else contained in this Agreement, if, prior to delivery of the Purchased Vessel, the Borrower makes a Mandatory Prepayment pursuant to Section 9.2 as a result of Section 9.1.10 or a voluntary prepayment pursuant to Section 3.2(a) and the Purchased Vessel is delivered prior to the Commitment Termination Date, the Borrower shall be entitled to make an additional Loan Request prior to the Commitment Termination Date as if the funds had not been previously advanced. Payment of the Loan made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4 .
SECTION 9.2. Mandatory Prepayment . If any Prepayment Event shall occur and be continuing, the Facility 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 Loan and all other Obligations or, in the case of a Prepayment Event under Section 9.1.10 , all principal of and interest on the relevant advance (and, in such event, the Borrower agrees to so pay the full unpaid amount of the Loan or the full unpaid amount of the relevant advance, as the case may be, and all accrued and unpaid interest thereon and all other Obligations) and (b) except in the case of a Prepayment Event under Section 9.1.10 , terminate the Commitments (if not theretofore terminated).
ARTICLE X
THE FACILITY AGENT AND THE HERMES AGENT
SECTION 10.1. Actions . Each Lender hereby appoints KfW IPEX, as Facility Agent and as Hermes Agent, as its agent under and for purposes of this Agreement and each other Loan Document (for purposes of this Article X , the Facility Agent and the Hermes Agent are referred to collectively as the “ Agents ”). Each Lender authorizes the Agents to act on behalf of such Lender under this Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agents (with respect to which each Agent agrees that it will comply, except as otherwise provided in this Section 10.1 or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Neither Agent shall be obliged to act on the instructions of any Lender or the Required Lenders if to do so would, in the opinion of such Agent, be contrary to any provision of this Agreement or any other Loan Document or to any law, or would expose such Agent to any actual or potential liability to any third party.
SECTION 10.2. Indemnity . Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each 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, such Agent in any way relating to or arising out of this Agreement and any other Loan Document or any action taken or omitted by such Agent under this Agreement 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

54




expenses which have resulted from such Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse each Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such 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 such 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 any Agent, any Lender or a third party. Neither Agent shall be required to take any action hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement 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 an Agent shall be or become, in such Agent’s determination, inadequate, such 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 10.3. Funding Reliance, etc . Each Lender shall notify the Facility Agent by 4:00 p.m., Frankfurt time, one day prior to the advance of the Loan if it is not able to fund the following day. Unless the Facility Agent shall have been notified by telephone, confirmed in writing, by any Lender by 4:00 p.m., Frankfurt time, on the day prior to the advance of the Loan that such Lender will not make available the amount which would constitute its Percentage of the Loan on the date specified therefor, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent and, in reliance upon such assumption, may, but shall not be obliged to, 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 Facility Agent, such Lender and the Borrower severally agree to repay the Facility Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Facility Agent made such amount available to the Borrower to the date such amount is repaid to the Facility Agent, at the interest rate applicable at the time to the Loan without premium or penalty.
SECTION 10.4. Exculpation . Neither of the Agents nor any of their respective 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, each Agent (i) 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, (ii) 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, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the

55




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, (iv) 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, (v) 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, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.
SECTION 10.5. Successor . The Facility 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 Facility Agent has been appointed as provided in this Section 10.5 and such successor Facility Agent has accepted such appointment. If the Facility Agent at 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 the Facility Agent which shall thereupon become such Facility Agent’s successor hereunder ( provided that 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 or delayed) offer to each of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Facility Agent). If no successor Facility Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the Facility Agent’s giving notice of resignation, then the Facility Agent may, on behalf of the Lenders, appoint a successor Facility Agent, which shall be one of the Lenders or a commercial banking institution having a combined capital and surplus of at least $1,000,000,000 (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 Facility Agent hereunder by a successor Facility Agent, such successor Facility Agent shall be entitled to receive from the resigning Facility Agent such documents of transfer and assignment as such successor Facility Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the resigning Facility Agent, and the resigning Facility Agent shall be discharged from its duties and obligations under this Agreement. After any resigning Facility Agent’s resignation hereunder as the Facility Agent, the provisions of:

56




(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 Facility 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 the Facility Agent assigns its Loan to one of its Affiliates, such Facility Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Facility Agent to such Affiliate.
SECTION 10.6. Loans by the Facility Agent . The Facility Agent shall have the same rights and powers with respect to the Loan made by it or any of its Affiliates. The Facility Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as if the Facility Agent were not the Facility Agent hereunder and without any duty to account therefor to the Lenders. The Facility Agent shall have no 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 the Facility Agent.
SECTION 10.7. Credit Decisions . Each Lender acknowledges that it has, independently of each 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 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 each 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 10.8. Copies, etc . Each Agent shall give prompt notice to each Lender of each notice or request required or permitted to be given to such Agent by the Borrower pursuant to the terms of this Agreement (unless concurrently delivered to the Lenders by the Borrower). Each Agent will distribute to each Lender each document or instrument received for its account and copies of all other communications received by such Agent from the Borrower for distribution to the Lenders by such Agent in accordance with the terms of this Agreement.
SECTION 10.9. The Agents’ Rights . Each Agent may (i) assume that all representations or warranties made or deemed repeated by the Borrower in or pursuant to this Agreement or any Loan Document are true and complete, unless, in its capacity as the Facility Agent, it has acquired actual knowledge to the contrary, (ii) assume that no Default has occurred unless, in its capacity as an Agent, it has acquired actual knowledge to the contrary, (iii) rely on any document or notice believed by it to be genuine, (iv) rely as to legal or other professional matters on opinions and statements of any legal or other

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professional advisers selected or approved by it, (v) rely as to any factual matters which might reasonably be expected to be within the knowledge of the Borrower on a certificate signed by or on behalf of the Borrower and (vi) refrain from exercising any right, power, discretion or remedy unless and until instructed to exercise that right, power, discretion or remedy and as to the manner of its exercise by the Lenders (or, where applicable, by the Required Lenders) and unless and until such Agent has received from the Lenders any payment which such Agent may require on account of, or any security which such Agent may require for, any costs, claims, expenses (including legal and other professional fees) and liabilities which it considers it may incur or sustain in complying with those instructions.
SECTION 10.10. The Facility Agent’s Duties . The Facility Agent shall (i) if requested in writing to do so by a Lender, make enquiry and advise the Lenders as to the performance or observance of any of the provisions of this Agreement or any Loan Document by the Borrower or as to the existence of an Event of Default and (ii) inform the Lenders promptly of any Event of Default of which the Facility Agent has actual knowledge.
The Facility Agent shall not be deemed to have actual knowledge of the falsehood or incompleteness of any representation or warranty made or deemed repeated by the Borrower or actual knowledge of the occurrence of any Default unless a Lender or the Borrower shall have given written notice thereof to the Facility Agent in its capacity as the Facility Agent. Any information acquired by the Facility Agent other than specifically in its capacity as the Facility Agent shall not be deemed to be information acquired by the Facility Agent in its capacity as the Facility Agent.
The Facility Agent may, without any liability to account to the Lenders, generally engage in any kind of banking or trust business with the Borrower or with the Borrower’s subsidiaries or associated companies or with a Lender as if it were not the Facility Agent.
SECTION 10.11. Employment of Agents . In performing its duties and exercising its rights, powers, discretions and remedies under or pursuant to this Agreement or the Loan Documents, each Agent shall be entitled to employ and pay agents to do anything which such Agent is empowered to do under or pursuant to this Agreement or the Loan Documents (including the receipt of money and documents and the payment of money); provided that, unless otherwise provided herein, including without limitation Section 11.3 , the employment of such agents shall be for such Agent’s account, and to act or refrain from taking action in reliance on the opinion of, or advice or information obtained from, any lawyer, banker, broker, accountant, valuer or any other person believed by such Agent in good faith to be competent to give such opinion, advice or information.
SECTION 10.12. Distribution of Payments . The Facility Agent shall pay promptly to the order of each Lender that Lender’s Percentage Share of every sum of money received by the Facility Agent pursuant to this Agreement or the Loan Documents (with the exception of any amounts payable pursuant to the Fee Letter and any amounts which, by the terms of this Agreement or the Loan Documents, are paid to the Facility Agent for the

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account of the Facility Agent alone or specifically for the account of one or more Lenders) and until so paid such amount shall be held by the Facility Agent on trust absolutely for that Lender.
SECTION 10.13. Reimbursement . The Facility Agent shall have no liability to pay any sum to a Lender until it has itself received payment of that sum. If, however, the Facility Agent does pay any sum to a Lender on account of any amount prospectively due to that Lender pursuant to Section 10.12 before it has itself received payment of that amount, and the Facility Agent does not in fact receive payment within five (5) Business Days after the date on which that payment was required to be made by the terms of this Agreement or the Loan Documents, that Lender will, on demand by the Facility Agent, refund to the Facility Agent an amount equal to the amount received by it, together with an amount sufficient to reimburse the Facility Agent for any amount which the Facility Agent may certify that it has been required to pay by way of interest on money borrowed to fund the amount in question during the period beginning on the date on which that amount was required to be paid by the terms of this Agreement or the Loan Documents and ending on the date on which the Facility Agent receives reimbursement.
SECTION 10.14. Instructions . Where an Agent is authorized or directed to act or refrain from acting in accordance with the instructions of the Lenders or of the Required Lenders each of the Lenders shall provide such Agent with instructions within three (3) Business Days of such Agent’s request (which request may be made orally or in writing). If a Lender does not provide such Agent with instructions within that period, that Lender shall be bound by the decision of such Agent. Nothing in this Section 10.14 shall limit the right of such Agent to take, or refrain from taking, any action without obtaining the instructions of the Lenders or the Required Lenders if such Agent in its discretion considers it necessary or appropriate to take, or refrain from taking, such action in order to preserve the rights of the Lenders under or in connection with this Agreement or the Loan Documents. In that event, such Agent will notify the Lenders of the action taken by it as soon as reasonably practicable, and the Lenders agree to ratify any action taken by the Facility Agent pursuant to this Section 10.14 .
SECTION 10.15. Payments . All amounts payable to a Lender under this Section 10.15 shall be paid to such account at such bank as that Lender may from time to time direct in writing to the Facility Agent.
SECTION 10.16. “Know your customer” Checks . Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for the Facility Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in this Agreement or the Loan Documents.
SECTION 10.17. No Fiduciary Relationship . Except as provided in Section 10.12 , no Agent shall have any fiduciary relationship with or be deemed to be a trustee of or for any other person and nothing contained in this Agreement or any Loan Document shall

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constitute a partnership between any two or more Lenders or between either Agent and any other person.
ARTICLE XI

MISCELLANEOUS PROVISIONS
SECTION 11.1. Waivers, Amendments, etc . The provisions of this Agreement and of each other Loan Document 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 shall be made without the consent of such Lender;
d.
reduce any fees described in Article III payable to any Lender shall be made without the consent of such Lender;
e.
extend the Commitment Termination Date of any Lender shall be made without the consent of such Lender;
f.
extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on the Loan (or reduce the principal amount of or rate of interest on the Loan) owed to any Lender shall be made without the consent of such Lender; or
g.
affect adversely the interests, rights or obligations of the Facility Agent in its capacity as such shall be made without consent of the Facility Agent.
No failure or delay on the part of the Facility 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 any the Facility 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. The Lenders hereby agree, at any time and from time to time that the Nordea Agreement or the Bank of Nova Scotia

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Agreement is amended or refinanced, to negotiate in good faith to amend this Agreement to conform any representations, warranties, covenants or events of default in this Agreement to the amendments made to any substantively comparable provisions in the Nordea Agreement or the Bank of Nova Scotia Agreement or any refinancing thereof.
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, by facsimile or by electronic mail and addressed, delivered or transmitted to such party at its address, facsimile number or electronic mail address 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. 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; any notice, if transmitted by facsimile, shall be deemed given when transmitted provided it is received in legible form; any notice, if transmitted by electronic mail, shall be deemed given upon acknowledgment of receipt by the recipient.
(b)    So long as KfW IPEX is the Facility Agent, the Borrower may provide to the Facility Agent all information, documents and other materials that it furnishes to the Facility 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 advance 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 advance 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 Facility Agent at claudia.wenzel@kfw.de (or such other email address notified by the Facility Agent to the Borrower) ; provided that any Communication requested pursuant to Section 7.1.1(h) shall be in a format acceptable to the Borrower and the Facility Agent.
(1)    The Borrower agrees that the Facility Agent may make such items included in the Communications as the Borrower may specifically agree available to the Lender Parties by posting such notices, at the option of the Borrower, on Intralinks (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 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 Facility Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or the

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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 Facility Agent or any of its Affiliates in connection with the Platform.
(2)    The Facility Agent agrees that the receipt of Communications by the Facility Agent at its e-mail address set forth above shall constitute effective delivery of such Communications to the Facility Agent for purposes hereunder and any other Loan Document (and any guaranties, security agreements and other agreements relating thereto).
SECTION 11.3. Payment of Costs and Expenses . The Borrower agrees to pay on demand all reasonable expenses of the Facility Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Facility Agent and of local counsel, if any, who may be retained by counsel to the Facility Agent) in connection with any amendments, waivers, consents, supplements or other modifications to, this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated. In addition, the Borrower agrees to pay reasonable fees and out of pocket expenses of counsel to the Facility Agent in connection with the funding under this Agreement. The Borrower further agrees to pay, and to save the Facility Agent and the Lenders harmless from all liability for, any stamp, recording, documentary or other similar taxes arising from the execution, delivery or enforcement of this Agreement or the borrowing hereunder or any other Loan Documents. The Borrower also agrees to reimburse the Facility Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Facility 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.
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 Facility 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 other Loan Documents 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

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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 (i) 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, (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and the Indemnified Party and the Indemnified 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), (iii) 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 (iv) 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

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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 and the payment in full of all Obligations. The representations and warranties made by the Borrower in this Agreement and in each other Loan Document shall survive the execution and delivery of this Agreement and each such other Loan Document.
SECTION 11.6. Severability . Any provision of this Agreement or any other Loan Document 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 and of each other Loan Document are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or such other Loan Document or any provisions hereof or thereof.
SECTION 11.8. Execution in Counterparts, . 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.
SECTION 11.9. Third Party Rights . Notwithstanding the provisions of the Contracts (Rights of Third Parties) Act 1999, no term of this Agreement is enforceable by a person who is not a party to it.
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 7.2.5 , the Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of the Facility Agent and each Lender; and
b.
the rights of sale, assignment and transfer of the Lenders are subject to Section 11.11 .

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SECTION 11.11. Sale and Transfer of the Loan; Participations in the Loan . Each Lender may assign its Loan to one or more other Persons (a “ New Lender ”), or sell participations in its Loan to one or more other Persons; provided that, in the case of assignments, such New Lender enters into an Interest Make-Up Agreement; and provided further that, in the case of assignments, such Lender shall use commercially reasonable efforts to assign only to a New Lender that has agreed to enter into an Option A Refinancing Agreement.
SECTION 11.11.1. Assignments (i) KfW IPEX, as Lender, (A)(1) with the written consent of the Borrower (which consent shall not be unreasonably delayed or withheld but which consent shall be deemed to have been given in the absence of a written notice delivered by the Borrower to KfW IPEX, on or before the fifth Business Day after receipt by the Borrower of KfW IPEX’s request for consent, stating, in reasonable detail, the reasons why the Borrower proposes to withhold such consent) may at any time (and from time to time) assign or transfer (including by way of novation) to one or more commercial banks or other financial institutions, when taken together with participations sold by KfW IPEX pursuant to Section 11.11.2 , up to 50.0% of the aggregate principal amount of the Loan or the total aggregate Commitments and (2) after having assigned or transferred, when taken together with participations sold by KfW IPEX pursuant to Section 11.11.2 , 50.0% of the aggregate principal amount of the Loan or total aggregate Commitments (pursuant to the foregoing clause (1) and/or Section 11.11.2 , with the written consent of the Borrower (which consent may be withheld at the discretion of the Borrower) may at any time (and from time to time) assign or transfer (including by way of novation) to one or more commercial banks or other financial institutions all or any fraction of KfW IPEX’s remaining Loan or Commitment and (B) in connection with the primary syndication of the Loan, at any time (and from time to time) assign or transfer to one or more commercial banks or other financial institutions identified by the Borrower in consultation with KfW IPEX that fraction of KfW IPEX’s Loan or Commitment that it is directed by the Borrower to assign or transfer.
(ii) Any Lender (other than KfW IPEX) with the written consents of the Borrower and the Facility 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 Facility 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 (and from time to time) assign or transfer to one or more commercial banks or other financial institutions all or any fraction of such Lender’s Loan; provided that any Affiliate of KfW IPEX shall be subject to the provisions of Section 11.11.1(i) and 11.11.2(f) as if such Affiliate were KfW IPEX.
(iii) Any Lender, with notice to the Borrower and the Facility Agent, and, notwithstanding the foregoing clauses (i) and (ii), without the consent of the Borrower, or the Facility Agent may assign or transfer (A) to any of its Affiliates (including, in the case of KfW

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IPEX, KfW) or (B) following the occurrence and during the continuance of an Event of Default under Sections 8.1.1 , 8.1.4(a) or 8.1.5 , to any other Person, in either case, all or any fraction of such Lender’s Loan.
(iv) Any Lender may (notwithstanding the foregoing clauses, and without notice to, or consent from, the Borrower or the Facility Agent) assign or charge all or any portion of its Loan to (i) 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 all or any fraction of such Lender’s Loan or (ii) to the Refinancing Bank as collateral security pursuant to the terms of any Option A Refinancing Agreement entered into by such Lender.
(v) No Lender, may (notwithstanding the foregoing clauses) assign or transfer any of its rights under this Agreement unless it has given prior written notification of the transfer to Hermes and has obtained a prior written consent from Hermes.
(vi) Nothing in this Section 11.11.1 shall prejudice the right of the Lender to assign its rights under this Agreement to Hermes, if such assignment is required to be made by that Lender to Hermes in accordance with the Hermes Insurance Policy.
Each Person described in the foregoing clauses as being the Person to whom such assignment or transfer is to be made, is hereinafter referred to as an “ Assignee Lender ”. Assignments in a minimum aggregate amount of $25,000,000 (or, if less, all of such Lender’s Loan and Commitment) (which assignment or transfer shall be of a constant, and not a varying, percentage of such Lender’s Loan) are permitted; provided that the Borrower and the Facility Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned or transferred to an Assignee Lender until:
a.
written notice of such assignment or transfer, together with payment instructions, addresses and related information with respect to such Assignee Lender, shall have been given to the Borrower and the Facility Agent by such Lender and such Assignee Lender;
b.
such Assignee Lender shall have executed and delivered to the Borrower and the Facility Agent a Lender Assignment Agreement, accepted by the Facility Agent and, if the Loan is a Fixed Rate Loan, any other agreements required by the Facility Agent or the CIRR Representative in connection therewith; and
c.
the processing fees described below shall have been paid.
From and after the date that the Facility 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 or transferred 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 or transferred by it, shall be released from its obligations hereunder and under the other Loan Documents, other

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than any obligations arising prior to the effective date of such assignment. Except to the extent resulting from a subsequent change in law, in no event shall the Borrower be required to pay to any Assignee Lender any amount under Sections 4.2(c) , 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. Such assignor Lender or such Assignee Lender must also pay a processing fee to the Facility Agent upon delivery of any Lender Assignment Agreement in the amount of $2,000 (and shall also reimburse the Facility Agent and the CIRR Representative 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 its Loan; provided that:
a.
no participation contemplated in this Section 11.11.2 shall relieve such Lender from its obligations hereunder;
b.
such Lender shall remain solely responsible for the performance of its obligations hereunder;
c.
the Borrower and the Facility 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 clauses (b) through (f) of Section 11.1 ;
e.
the Borrower shall not be required to pay any amount under Sections 4.2(c) , 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; and
f.
each Lender Party that sells a participation under this Section 11.11.2 shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest on) each of the Participant’s interest in the Lender Party’s Advances, Commitments or other interests hereunder (the “ Participant Register ”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender may treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes hereunder.
g.
KfW IPEX may not sell participating interests pursuant to this Section 11.11.2 aggregating, when taken together with Loans and/or Commitments sold by KfW

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IPEX pursuant to Section 11.11.1 , more than 50.0% the aggregate principal amount of the Loan and/or the aggregate Commitments without the written consent of the Borrower (which consent shall not be required following the occurrence and during the continuance of an Event of Default or a Prepayment Event).
The Borrower acknowledges and agrees that each Participant, for purposes of Sections 4.2(c) , 4.3 , 4.4 , 4.5 , 4.6 and clause (e) of 7.1.1 , shall be considered a Lender.
SECTION 11.11.3. Register . The Facility Agent, acting as agent for the Borrower, shall maintain at its address referred to in Section 11.2 a copy of each Lender Assignment Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment(s) of, and principal amount of the Loan owing to, each Lender Party from time to time (the “ Register ”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Facility Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
SECTION 11.12. Other Transactions . Nothing contained herein shall preclude the Facility 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. Hermes Insurance Policy.
SECTION 11.13.1. Terms of Hermes Insurance Policy
(a)
95% cover of the Loan.
(b)
If the Borrower does not exercise the Alternative Disbursement Option, the Hermes Fee will not exceed 2.37% of the aggregate principal amount of the Loan as advanced on or prior to the Final Disbursement Date. Before exercising the Alternative Disbursement Option, the Borrower may request that the Hermes Agent obtain an indication of the new Hermes Fee (which it is anticipated will apply if the Borrower exercises the Alternative Disbursement Option) before it delivers notice of its option to exercise the Alternative Disbursement Option, which request shall not be considered to be notice of the Borrower’s intent to exercise the Alternative Disbursement Option. Such new Hermes Fee shall become effective only if the Borrower delivers notice of its option to exercise the Alternative Disbursement Option. If the Hermes Fee is so increased, each Lender agrees that its Commitment shall be increased by an amount equal to its pro rata share of the excess of the new Hermes Fee over the old Hermes Fee.

68




(c)
The parties have entered into this Agreement on the basis that the Hermes Insurance Policy shall contain the following terms and should such terms not be included within the Hermes Insurance Policy, then the Borrower may cancel the Commitment(s):
(i)
25% of the Hermes Fee as in effect on the date of issuance of the Hermes Insurance Policy (“ First Fee ”) will be payable to the Hermes Agent or Hermes on demand following the issue of the Hermes Insurance Policy;
(ii)
2.37% (or such higher percentage as determined under Section 11.13.1(b) if the Borrower exercises the Alternative Disbursement Option) of the Maximum Loan Amount less the First Fee (“ Second Fee ”) will be payable to the Hermes Agent or Hermes on the First Disbursement Date;
(iii)
if the Commitments are cancelled in full by the Borrower or the Lenders on or prior to the First Disbursement Date, Hermes shall be required to reimburse the Hermes Agent the amount of the First Fee less an administration fee (such administration fee to be no greater than 5% of the amount refunded but in any event not exceeding EUR 2,500);
(iv)
if the Commitments are cancelled in part by the Borrower on or prior to the First Disbursement Date, Hermes shall be required to reimburse the Hermes Agent an amount equal to a corresponding proposition of the First Fee, based on the proportion of the aggregate Commitments prior to such cancellation to the aggregate Commitments after giving effect to such cancellation, less an administration fee (such administration fee to be no greater than 5% of the amount refunded but in any event not exceeding EUR 2,500); and
(v)
if, after the First Disbursement Date, the Borrower reduces the Commitments and/or prepays all or part of the Loan in accordance with this Agreement, Hermes shall be required to reimburse the Hermes Agent an amount equal to all or a corresponding proportion of the unexpired portion of the Hermes Fee, having regard to the amount of the reduction in Commitments and/or prepayment and the remaining term of the Loan less the sum of (x) a break funding fee equal to 20% of the unexpired portion of the Hermes Fee and (y) an administration fee (such fee to be no greater than 5% of the amount refunded but in any event not exceeding EUR 2,500).
SECTION 11.13.2. Obligations of the Borrower .
(a)
Provided that the Hermes Insurance Policy complies with Section 11.13.1 , the Borrower shall pay (a) the First Fee to the Hermes Agent or Hermes on

69




demand following the issue of the Hermes Insurance Policy and (b) the Second Fee to the Hermes Agent or Hermes on the First Disbursement Date. In each case, if received by the Hermes Agent, the Hermes Agent shall pay such amount to Hermes.
(b)
Provided that the Hermes Insurance Policy complies with Section 11.13.1 , the Borrower shall pay to the Hermes Agent or Hermes an issue fee of EUR 12,500 for the issue of the Hermes Insurance Policy on demand following issue of the Hermes Insurance Policy.
SECTION 11.13.3. Obligations of the Hermes Agent and the Lenders .
(a)
Promptly upon receipt of the Hermes Insurance Policy from Hermes, the Hermes Agent shall (subject to any confidentiality undertakings given to Hermes by the Hermes Agent pursuant to the terms of the Hermes Insurance Policy) send a copy thereof to the Borrower.
(b)
The Hermes Agent shall perform such acts or provide such information, which are, acting reasonably, within its power so to perform or so to provide, as required by Hermes under the Hermes Insurance Policy as necessary to ensure that the Lenders obtain the support of Hermes pursuant to the Hermes Insurance Policy.
(c)
The Hermes Agent shall:
(i)
make written requests to Hermes seeking a reimbursement of the Hermes Fee in the circumstances described in Section 11.13.1(c)(iii) , (iv) or (v) promptly after the relevant cancellation or prepayment and (subject to any confidentiality undertakings given to Hermes by the Hermes Agent pursuant to the terms of the Hermes Insurance Policy) provide a copy of the request to the Borrower;
(ii)
use its reasonable endeavours to maximize the amount of any reimbursement of the Hermes Fee to which the Hermes Agent is entitled;
(iii)
pay to the Borrower the full amount of any reimbursement of the Hermes Fee that the Hermes Agent receives from Hermes within two (2) Business Days of receipt with same day value; and
(iv)
relay the good faith concerns of the Borrower to Hermes regarding the amount it is required to pay to Hermes or the amount of any reimbursement to which the Hermes Agent is entitled, it being agreed that the Hermes Agent’s obligation shall be no greater than simply to pass on to Hermes the Borrower’s concerns.

70




(d)
Each Lender will co‑operate with the Hermes Agent, the Facility Agent and each other Lender, and take such action and/or refrain from taking such action as may be reasonably necessary, to ensure that the Hermes Insurance Policy and each Interest Make‑Up Agreement (as defined in and entered into in accordance with the Terms and Conditions) continue in full force and effect and shall indemnify and hold harmless each other Lender in the event that the Hermes Insurance Policy or such Interest Make‑Up Agreement (as the case may be) does not continue in full force and effect due to its gross negligence or willful default.
SECTION 11.14. Law and Jurisdiction
SECTION 11.14.1. Governing Law . This Agreement and any non-contractual obligations arising out of or in respect of this Agreement shall in all respects be governed by and interpreted in accordance with English Law.
SECTION 11.14.2. Jurisdiction . For the exclusive benefit of the Facility Agent and the Lenders, the parties to this Agreement irrevocably agree that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that any proceedings may be brought in those courts. The Borrower irrevocably waives any objection which it may now or in the future have to the laying of the venue of any proceedings in any court referred to in this Section, and any claim that those proceedings have been brought in an inconvenient or inappropriate forum.
SECTION 11.14.3. Alternative Jurisdiction . Nothing contained in this Section shall limit the right of the Facility Agent or the Lenders to commence any proceedings against the Borrower in any other court of competent jurisdiction nor shall the commencement of any proceedings against the Borrower in one or more jurisdictions preclude the commencement of any proceedings in any other jurisdiction, whether concurrently or not.
SECTION 11.14.4. Service of Process . Without prejudice to the right of the Facility Agent or the Lenders to use any other method of service permitted by law, the Borrower irrevocably agrees that any writ, notice, judgment or other legal process shall be sufficiently served on it if addressed to it and left at or sent by post to RCL Cruises Ltd., presently at Building 2, Aviator Park, Station Road, Addlestone, Surrey KT15 2PG, Attention: General Counsel, and in that event shall be conclusively deemed to have been served at the time of leaving or, if posted, at 9:00 am on the third Business Day after posting by prepaid first class registered post.
SECTION 11.15. Confidentiality . Each of the Facility Agent and the Lenders agrees to maintain and to cause its Affiliates to maintain the confidentiality of all information provided to it by the Borrower or any Subsidiary of the Borrower, or by the Facility Agent on the Borrower’s or such Subsidiary’s behalf, under this Agreement, and neither it nor any of its Affiliates shall use any such information other than in connection

71




with or in enforcement of this Agreement or in connection with other business now or hereafter existing or contemplated with the Borrower or any Subsidiary, except to the extent such information (i) was or becomes generally available to the public other than as a result of disclosure by it or its Affiliates or their respective directors, officers, employees and agents, or (ii) was or becomes available on a non-confidential basis from a source other than the Borrower or any of its Subsidiaries so long as such source is not, to its knowledge, prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the Borrower or any of its Affiliates; provided , however , that it may disclose such information (A) at the request or pursuant to any requirement of any self-regulatory body, governmental body, agency or official to which the Facility Agent, any Lender or any of their respective Affiliates is subject or in connection with an examination of the Facility Agent, such Lender or any of their respective Affiliates by any such authority or body, including without limitation the Federal Republic of Germany; (B) pursuant to subpoena or other court process; (C) when required to do so in accordance with the provisions of any applicable requirement of law; (D) to the extent reasonably required in connection with any litigation or proceeding to which the Facility Agent, any Lender or their respective Affiliates may be party; (E) to the extent reasonably required in connection with the exercise of any remedy hereunder; (F) to the Facility Agent or such Lender’s independent auditors, counsel, and any other professional advisors of the Facility Agent or such Lender who are advised of the confidentiality of such information; (G) to any participant or assignee, provided that such Person agrees to keep such information confidential to the same extent required of the Facility Agent and the Lenders hereunder; (H) as to the Facility Agent, any Lender or their respective Affiliates, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which the Borrower or any Subsidiary is party with the Facility Agent, such Lender or such Affiliate; (I) to its Affiliates and its Affiliates’ directors, officers, employees, professional advisors and agents, provided that each such Affiliate, director, officer, employee, professional advisor or agent shall keep such information confidential to the same extent required of the Facility Agent and the Lenders hereunder; and (J) to any other party to the Agreement. Each of the Facility Agent and the Lenders shall be responsible for any breach of this Section 11.15 by any of its Affiliates or any of its or its Affiliates’ directors, officers, employees, professional advisors and agents.











72




EXHIBIT A


 
Preliminary Repayment Schedule
 
 
US Dollars ($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
No.
 
Repayment Dates
Repayment
Loan Balance
 
 
 
 
 
 
 
 
 
 
1
 
6
months after Final Disbursement Date
 
 
 
 
2
 
12
months after Final Disbursement Date
 
 
 
 
3
 
18
months after Final Disbursement Date
 
 
 
 
4
 
24
months after Final Disbursement Date
 
 
 
 
5
 
30
months after Final Disbursement Date
 
 
 
 
6
 
36
months after Final Disbursement Date
 
 
 
 
7
 
42
months after Final Disbursement Date
 
 
 
 
8
 
48
months after Final Disbursement Date
 
 
 
 
9
 
54
months after Final Disbursement Date
 
 
 
 
10
 
60
months after Final Disbursement Date
 
 
 
 
11
 
66
months after Final Disbursement Date
 
 
 
 
12
 
72
months after Final Disbursement Date
 
 
 
 
13
 
78
months after Final Disbursement Date
 
 
 
 
14
 
84
months after Final Disbursement Date
 
 
 
 
15
 
90
months after Final Disbursement Date
 
 
 
 
16
 
96
months after Final Disbursement Date
 
 
 
 
17
 
102
months after Final Disbursement Date
 
 
 
 
18
 
108
months after Final Disbursement Date
 
 
 
 
19
 
114
months after Final Disbursement Date
 
 
 
 
20
 
120
months after Final Disbursement Date
 
 
 
 
21
 
126
months after Final Disbursement Date
 
 
 
 
22
 
132
months after Final Disbursement Date
 
 
 
 
23
 
138
months after Final Disbursement Date
 
 
 
 
24
 
144
months after Final Disbursement Date
 
 
 
 
 
 
 
 
 
 
 







EXHIBIT B

FORM OF LOAN REQUEST

KfW IPEX-Bank GmbH,
as Facility Agent
Palmengartenstrasse 5-9
D-60325 Frankfurt am Main
Federal Republic of Germany


Attention:    [Name]
[Title]

HULL NO. S-697 – NOTICE OF DRAWDOWN

Gentlemen and Ladies:

This Loan Request is delivered to you pursuant to Section 2.3 of the Hull No. S-697 Credit Agreement, dated as of June 8, 2011 (together with all amendments, if any, from time to time made thereto, the “ Agreement ”), among Royal Caribbean Cruises Ltd. (the “ Borrower ”), KfW IPEX-Bank GmbH as Facility Agent (in such capacity, the “ Facility Agent ”), and as Hermes agent, and KfW IPEX-Bank GmbH and the various other financial institutions from time to time party thereto as Lenders. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Agreement.

The Borrower hereby requests that [an advance in respect of] the Loan be made in the [aggregate] principal amount of US$ [ plus the Dollar amount that corresponds to [   ]% of the EUR amount of the Hermes Fee, as determined pursuant to Section 2.3(d) of the Agreement] (1) on ___________, 20__, which amount does not exceed [the US Dollar Maximum Loan Amount] (2) [the US Dollar Equivalent of 80% of the installment payment owing to the Builder under the Construction Contract on such date [ plus the Dollar amount that corresponds to [   ]% of the EUR amount of the Hermes Fee] (3) ] (4) [the excess of the US Dollar Maximum Loan Amount over the aggregate amount of all advances made prior to the Final Disbursement Date] (5) The Dollar amount is based on the weighted average rate of exchange that the Borrower has agreed, either in the spot or forward currency markets, to pay its counterparties for the purchase of the relevant amount of EUR with Dollars [for the payment of the pre-delivery installment owing on such date] (6) [for the payment of the final installment of the Contract Price] (7) . True and complete copies of the counterparty confirmations evidencing the rates of exchange that the Borrower has agreed to pay its counterparties for the purchase of the relevant amount of EUR with Dollars are attached.

    

(1) For the First Disbursement Date only, if the Hermes Fee will be financed with proceeds of the Loan.
(2) If the Alternative Disbursement Option is not elected.
(3) For the First Disbursement Date only, if the Hermes Fee will be financed with proceeds of the Loan.
(4) If the Alternative Disbursement Option is elected, other than for the advance on the Final Disbursement Date.
(5) If the Alternative Disbursement Option is elected, for the Final Disbursement Date.




Please wire transfer the proceeds of the Loan [(other than any proceeds to be retained by the Facility Agent in accordance with Section 2.3(d) of the Agreement)] (8) as follows:

[details to be provided]

The Borrower hereby acknowledges that, pursuant to Section 5.2.2 of the Agreement, each of the delivery of this Loan Request and the acceptance by the Borrower of the proceeds of the borrowing requested hereby constitute a representation and warranty by the Borrower that, on the date of such borrowing (before and after giving effect thereto and to the application of the proceeds therefrom), all statements set forth in Article VI of the Agreement (excluding, however, those set forth in Section 6.10 ) 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 Facility Agent. Except to the extent, if any, that prior to the time of the borrowing requested hereby the Facility 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.

The Borrower has caused this Loan Request to be executed and delivered, and the certification and warranties contained herein to be made, by its duly Authorized Officer this ___ day of ___________, 20__.

Royal Caribbean Cruises Ltd.


By:    ___________________________
Name:
Title:    


(6) For pre-delivery installment advances under the Alternative Disbursement Option.
(7) For all other advances.
(8) For the First Disbursement Date only, if the Hermes Fee will be financed with proceeds of the Loan.




EXHIBIT D-1

Opinion of Liberian Counsel to the Borrower







WFWNY Draft 06/07/11
Watson, Farley & Williams (New York) LLP
Our reference: 01474.50036/19127730 v4
1133 Avenue of the Americas
New York, New York 10036


Tel (212) 922 2200
Fax (212) 922 1512
[ l ], 2011

 
To the Lenders party to the Credit Agreement referred to below and to KfW IPEX-Bank GmbH as Facility Agent

 

Royal Caribbean Cruises Ltd.

Dear Sirs:

We have acted as legal counsel on matters of Liberian law to Royal Caribbean Cruises Ltd., a Liberian corporation (the “ Borrower ”), in connection with (a) a Hull No S-697 Credit Agreement dated as of June 8, 2011 (the “ Credit Agreement ”) and made between (1) the Borrower, (2) the Lenders (as defined therein) as several lenders, (3) KfW IPEX-Bank GmbH as Hermes Agent, and (4) KfW IPEX-Bank GmbH as Facility Agent in respect of a loan facility in an amount not to exceed the US Dollar Equivalent of €580,000,000 plus the US dollar amount corresponding to up to 100% of the Hermes Fee (as defined in the Credit Agreement), and (b) a letter agreement dated June 8, 2011 between the Borrower and KfW IPEX-Bank GmbH in its several capacities as Hermes Agent, Facility Agent, Lender and Initial Mandated Lead Arranger relating to certain syndication arrangements in respect of 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 an executed copy 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. We have also assumed that (i) the Borrower does not have its management and control in Liberia, or undertake any business activity in Liberia, and (ii) less than a





majority of the shareholders of the Borrower by vote or value are resident in Liberia. We have further assumed the validity and enforceability of the Documents under all applicable laws other than the law of the Republic of Liberia.

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 amended) (the “ Business Corporation Act ”), the Liberian Maritime Law (Title 21 of the Liberian Code of Laws of 1956 as amended), 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, and the Liberian Commercial Code Act of 2010, 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 Goodstanding issued by order of the Minister of Foreign Affairs of the Republic of Liberia on [ l ], 2011.

This opinion is limited to the law of the Republic of Liberia. 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 each of the Documents and to perform each and all of its obligations under each of the Documents;

3.
Each of the Documents has been executed and delivered by a duly authorized signatory of the Borrower;






4.
Each of the Documents constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms;

5.
Neither the execution nor delivery of the Documents, nor the transactions contemplated therein, nor compliance with the terms and conditions thereof, will contravene any provisions of Liberian law or violate any provisions of the Articles of Incorporation (inclusive of any articles of amendment thereto) or the Bylaws of the Borrower;

6.
No consent or approval of, or exemption by, any Liberian governmental or public bodies and authorities are required in connection with the execution and delivery by the Borrower of the Documents;

7.
It is not necessary to file, record or register either 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 to render any such document enforceable against the Borrower;

8.
Assuming neither of the Documents having 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 either of the Documents or the enforcement thereof in the courts of Liberia other than (i) customary court fees payable in litigation in the courts of Liberia and (ii) nominal documentary stamp taxes if the Documents are ever submitted to a Liberian court;

9.
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 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, the Borrower is not required or entitled under any existing applicable law or regulation of the Republic of Liberia to make any withholding or deduction in respect of any tax or otherwise from any payment which it is or may be required to make under either of the Documents; and

10.
Assuming that the shares of the Borrower are not owned, directly or indirectly, by the Republic of Liberia or any other sovereign under Liberian law, neither the Borrower nor its property or assets is immune from the institution of legal proceedings or the obtaining or execution of a judgment in the Republic of Liberia.

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 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









EXHIBIT D-2

Opinion of Counsel to the Facility Agent

(see attached)






[●]

NORTON ROSE

To the Lenders party to the Credit Agreement referred to below and
to KfW IPEX-Bank GmbH as Agent
KfW IPEX-Bank GmbH
Palmengartenstrasse 5-9
60325 Frankfurt am Main
Germany
Norton Rose LLP
3 More London Riverside
London SE1 2AQ
United Kingdom

 
 
Tel +44 (0)20 7283 6000
Fax +44 (0)20 7283 6500
DX 85 London
nortonrose.com
 
 
 
 
Your reference
Direct line
+44 (0)20 7444 3436
 
 
 
 
Our reference
SRH/LN45781
Email
simon.hartley@nortonrose.com



Dear Sirs

Project Sunshine

In accordance with section 5.1.2b of the Credit Agreement (as hereinafter defined), please find
enclosed our opinion in relation to the English law documents involved in this transaction.

Yours faithfully





Norton Rose LLP





1     Background

1.1
This opinion is given at the request of our client KfW IPEX-Bank GmbH (the Agent ) in relation to the English law aspects of a loan transaction (the Transaction ) by which certain banks party thereto as lenders (the Lenders ) have made available a credit facility of up to EUR€725,000,000 to Royal Caribbean Cruises Ltd. as borrower (the Company ) pursuant to a Credit Agreement (as defined in Schedule 1).

1.2
We have acted as English legal advisers to the Agent and the Lenders in relation to the Transaction.

1.3
We have examined the original documents relating to the Transaction governed by English law described in Schedule 1 (the English Documents ).

1.4
For the purpose of giving this opinion, we have examined no other documents and have undertaken no other enquiries.

1.5
Our opinions are given in part 2. Part 3 explains their scope, part 4 describes the assumptions on which they are made and part 5 contains the qualifications to which they are subject.





2    Opinions

Based on, and subject to, the other provisions of this opinion, we are of the following opinions:

Effect of the English Documents

2.1
The obligations which the Company is expressed to assume in each English Document to which it is a party constitute its legal, valid, binding and enforceable obligations.

2.2
The effectiveness or admissibility in evidence of the English Documents is not dependent on:

(a)
any registrations, filings, notarisations or similar actions; or

(b)
any consents, authorisations, licences or approvals of general application from governmental, judicial or public bodies.

Stamp duty on the English Documents

2.3
No stamp, registration or similar duty or tax is payable in respect of the creation of any English Document.

Choice of law and jurisdiction

2.4
The choice of English law to govern the English Documents and any non-contractual obligations connected to the English Documents is effective.

2.5
The agreement by the Company in an English Document that the English courts have jurisdiction in respect of that document or any non-contractual obligations connected to that document is effective.





3    Scope

3.1
This opinion and any non-contractual obligations connected with it are governed by English law and are subject to the exclusive jurisdiction of the English courts.

3.2
This opinion is given only in relation to English law as it is understood at the date of this opinion. We have no duty to keep you informed of subsequent developments which might affect this opinion.

3.3
If a question arises in relation to a cross-border transaction, it may not be the English courts which decide that question and English law may not be used to settle it.

3.4
We express no opinion on, and have taken no account of, the laws of any jurisdiction other than England. In particular, we express no opinion on the effect of documents governed by laws other than English law.

3.5
We express no opinion on matters of fact.

3.6
Our opinion is limited to the matters expressly stated in part 2, and it is not to be extended by implication. In particular, we express no opinion on the accuracy of the assumptions contained in part 4. Each statement which has the effect of limiting our opinion is independent of any other such statement and is not to be impliedly restricted by it. Paragraph headings are to be ignored when construing this opinion.

3.7
Our opinion is given solely for the benefit of the Agent and the Lenders from time to time (as that expression is defined in the Credit Agreement) acting through the Agent. It may not be relied on by any other person.

3.8
This opinion may not be disclosed to any person other than:

(a)
those persons (such as auditors or regulatory authorities) who, in the ordinary course of business of the Agent and the Lenders, have access to their papers and records or are entitled by law to see them; and

(b)
those persons who are considering becoming Lenders, and on the basis that those persons will make no further disclosure.






4    Assumptions

This opinion is based on the following assumptions:

Effect of the English Documents

4.1    Each person which is expressed to be party to the English Documents:

(a)
is duly incorporated and is validly existing;

(b)
is not the subject of any insolvency proceedings (which includes those relating to bankruptcy, liquidation, administration, administrative receivership and reorganisation) in any jurisdiction;

(c)
has the capacity to execute each English Document to which it is expressed to be a party and to perform the obligations it is expressed to assume under it;

(d)
has taken all necessary corporate action to authorise it to execute each English Document to which it is expressed to be a party and to perform the obligations it is expressed to assume under it; and

(e)
has duly executed each English Document to which it is expressed to be a party.

4.2
The English Documents have been or will be executed in the form provided to us. There has been no variation, waiver or discharge of any of the provisions of the English Documents.

4.3
None of the English Documents is (wholly or in part) void, voidable, unenforceable, ineffective or otherwise capable of being affected as a result of any vitiating matter (such as mistake, misrepresentation, duress, undue influence, fraud, breach of directors’ duties, illegality or public policy) that is not clear from the terms of the English Documents.

4.4
The Company is solvent both on a balance sheet and on a cash-flow basis, and will remain so immediately after the Transaction has been completed.

Other facts

4.5
There are no other facts relevant to this opinion that do not appear from the documents referred to in part 1.

Other laws

4.6
No law of any jurisdiction other than England has any bearing on the opinion contained in part 2






5    Qualifications

This opinion is subject to the following qualifications:

Contractual matters

5.1
The enforcement of contractual obligations is subject to the general principles of contractual liability, in particular the matters described in the following paragraphs.

5.2
Apart from claims for the payment of debts (including the repayment of loans), contractual obligations are normally enforced by an award of damages for the loss suffered as a result of a breach of contract; and recoverable loss is restricted by principles such as causation, remoteness and mitigation. The specific performance of contractual obligations is a discretionary remedy and is only available in limited circumstances.

5.3
Contractual obligations can be discharged by matters such as breach of contract or frustration. Claims may become time-barred or may be subject to defences such as set-off or estoppel.

5.4
The interpretation of the meaning and legal effect of any particular provision of a contract is a matter of judgment, which will ultimately be determined by the relevant tribunal. In addition, a document may be capable of being rectified if it does not express the common intention of the parties.

5.5
English law has traditionally been protective of guarantors and has developed a number of defences for them. Although guarantees generally purport to exclude many of these defences, a guarantee, and any third party security generally, will be construed in favour of the guarantor or grantor of security where possible.

5.6
A clause in a contract which excludes or limits an obligation of one of the parties or the liability for breach of that obligation will be construed restrictively, against the person who wishes to rely on it. In addition, a contractual provision which excludes the liability of a trustee (including a security trustee) may not be enforceable in all circumstances.

5.7
If a provision of a contract is particularly one-sided it is more likely to be construed against the party who wishes to rely on it.

5.8
A provision of a contract may be ineffective if it is incomplete or uncertain or provides for a matter to be determined by future agreement.

5.9
A provision of a contract which provides for the conclusive certification or determination of a matter by one party may not prevent judicial inquiry into the merits of the claim.

5.10
A provision for the payment of a sum in the event of a breach of contract is unenforceable if it is construed as a penalty rather than a genuine pre-estimate of the loss likely to be suffered as a result of the breach and, if that sum has been paid, it may be repayable in whole or in part.

5.11
A contractual provision for the forfeiture of a proprietary or possessory interest, such as the rights of a lessee under a chattel lease, may be overridden.

5.12
An undertaking to assume liability for stamp duty or similar taxes may be ineffective. 5.13 As a general principle, an authority or power of attorney can be revoked at any time, and will be revoked if the donor enters into insolvency proceedings. This is so even if the authority or power is expressed to be irrevocable and the revocation is therefore made in





breach of contract. The main exception to this principle is where the authority or power is granted as part of a security arrangement.

5.14
A provision of a contract which purports to exclude the effect of prior or subsequent agreements, representations or waivers may be ineffective.

5.15
A provision of a contract which provides what will happen in the event of an illegality (including a provision for severance of part of the contract) may not be enforceable.

5.16
An indemnity in respect of criminal liability may not be enforceable.

5.17
An indemnity for the costs of litigation may not be enforceable.

Insolvency

5.18
The parties’ rights are subject to laws affecting creditors’ rights generally, such as those relating to insolvency (which includes bankruptcy, liquidation, administration, administrative receivership and reorganisation). These laws can apply to persons incorporated or resident outside England, as well as to those incorporated or resident in England.

5.19    In particular, on an insolvency:

(a)
contractual and other personal rights will reduce proportionately with all similar rights, and contractual provisions which would conflict with this principle (such as a pro rata sharing clause) are ineffective;

(b)
transactions entered into in the period before the insolvency starts (that period generally being no longer than two years) may be set aside in certain circumstances; and

(c)
the ability of a secured creditor to enforce its security may be subject to limitations, for instance in an administration.

Choice of law and jurisdiction

5.20
The law which governs a contract and any connected non-contractual obligations is not determinative of all issues which arise in connection with that contract. For instance:

(a)
it may not be relevant to the determination of proprietary issues (such as those relating to security);

(b)
rules which are mandatory (which includes public policy rules) in a jurisdiction which is connected with the contract or in the jurisdiction where the issue is decided may be applied regardless of the provisions of the contract; and

(c)
in insolvency proceedings, the law governing those proceedings may override the law governing the contract.

5.21
There are circumstances in which the English courts may, or must, decline jurisdiction or stay proceedings. Additionally, it may not be possible to commence proceedings because of an inability to comply with service of process requirements. These problems are less likely to occur where one or more of the parties is domiciled in the European Union.






5.22
The English courts have a discretion to accept jurisdiction in an appropriate case even though there is an agreement that other courts have (exclusive or non-exclusive) jurisdiction. This is less likely to occur where the other courts are in the European Union.

5.23
The jurisdiction of the English courts in relation to insolvency matters is not dependent on the submission of the parties to the jurisdiction. The precise scope of that jurisdiction depends on the nature of the insolvency procedure in question.





Schedule

The English Documents

1
A credit agreement dated 8 June 2011 (the Credit Agreement ) made between (1) Royal Caribbean Cruises Ltd. as borrower (the Borrower ), (2) KfW IPEX-Bank GmbH ( KfW IPEX ) as initial mandated lead arranger, facility agent, Hermes agent, original lender and (c) the financial institutions party thereto as lenders from time to time, to provide a term loan to partly finance the construction of Hull no. S-697 at Meyer Werft.

2
A syndication letter dated 8 June 2011 made between (1) KfW IPEX and (2) the Borrower.

3
Two fee letters both dated 8 June 2011 made between (1) KfW IPEX and (2) the Borrower in relation to certain of the fees payable in respect of the Credit Agreement.







EXHIBIT D-3

Opinion of US Tax Counsel to the Lenders as at the Effective Date





[●, 2011]


KfW IPEX-Bank GmbH
Palmengartenstrasse 5-9
60325 Frankfurt am Main
Federal Republic of Germany (“ KfW ”)

Re:
Application of U.S. Withholding Tax to Royal Caribbean Cruises Ltd. Payments

This opinion is not intended or written to be used, and cannot be used by any person, for the purpose of avoiding penalties that may be imposed under the U.S. Internal Revenue Code and was written to support the promotion or marketing (as defined in IRS Circular 230) of the transactions contemplated in the Credit Agreement (as defined below). Each person considering such transactions should seek advice based on such person’s particular circumstances from an independent tax advisor.

Dear Sirs:
You have asked whether U.S. withholding tax will be imposed on payments made by the U.S. branch of Royal Caribbean Cruises Ltd. (“ RCCL ”), a corporation organized under the laws of Liberia, to KfW, a financial institution organized under the laws of the Federal Republic of Germany (the “ Lender ”), under the Hull No. S-697 Credit Agreement dated ●, 2011 (the “ Credit Agreement ”) between RCCL as borrower and KfW as the Lender, Hermes Agent and Facilities Agent.
Under the Credit Agreement, the Lender would lend money to RCCL to help fund the purchase of Hull No. S-697 at Meyer Werft GmbH.
The loan advanced under the Credit Agreement will accrue interest at either a fixed rate or a floating rate in accordance with the provisions set forth in the Credit Agreement.
In connection with rendering this opinion we have reviewed the Credit Agreement, and such other documents as we have deemed necessary or appropriate for purposes of rendering this opinion. We have assumed, with your consent, that: (i) all documents reviewed by us are original documents, or true and accurate copies of original documents, and have not been subsequently amended; (ii) the signatures on each original document are genuine; (iii) all representations and statements as to matters of fact set forth in such documents are true and correct; (iv) all obligations imposed by any such documents on the parties thereto have been or will be performed or satisfied in accordance with their terms; and (v) there are no documents relevant to this opinion to which we have not been given access. We have also assumed, with your consent, that:

 



(i) the Lender (which term as used in this opinion letter does not include any successor or assign) is and will continue to be eligible to claim benefits as a resident of the jurisdiction in which it was formed under the income tax treaty between the United States and such jurisdiction currently in force (the “ Treaty ”);
(ii) the Lender will not receive payments under the Credit Agreement that are attributable, for purposes of the Treaty, to a permanent establishment of the Lender in the United States;
(iii) the Lender has not made and will not make an election, or otherwise take steps, to be treated as other than a corporation for United States federal income tax purposes;
(iv) the Lender will provide the RCCL or its agent with a properly completed Internal Revenue Service (“ IRS ”) Form W-8BEN accurately representing that the Lender is eligible to claim benefits under the Treaty for all payments under the Credit Agreement;
(v) if the Lender is receiving payments for a participant, it will provide RCCL with a properly completed IRS Form W-8IMY to which it will attach its own IRS Form W-8BEN and a properly completed IRS Form W-8BEN from each participant accurately representing that the participant is entitled to receive all payments under the Credit Agreement free and clear of U.S. withholding;
(vi) the Lender will be eligible to receive payments free of withholding under the provisions of Sections 1471 through 1474 of the U.S. Internal Revenue Code (“ FATCA ”) and will provide RCCL or its agent with such properly completed IRS forms, certifications and other items as may be required to establish the Lender’s exemption from withholding under FATCA; and
(vii) all of the foregoing will continue to be accurate and correct.
Conclusion
We are members of the Bar of the State of New York. This opinion is limited to the U.S. federal withholding tax treatment of payments by RCCL under the Credit Agreement and does not address any other tax or legal consequences of the transactions contemplated in the Credit Agreement. This opinion is rendered solely to you and may not be relied upon by any other person, other than your legal advisors. Our opinion is based on existing authorities as of the date hereof and may change as a result of subsequent legislation, regulations, administrative pronouncements, court opinions or other legal developments, possibly with retroactive effect. We do not undertake to update this opinion based on any such developments unless specifically engaged by you to do so. Our opinion is not binding on the IRS, and no assurance can be given that the conclusions expressed herein will not be challenged by the IRS or will be sustained by a court.
Based on the assumptions and limitations set forth above, we are of the view that there will be no U.S. federal withholding tax imposed on payments by RCCL under the Credit Agreement to the Lender. Payments to non-U.S. persons that are not considered to be U.S. source income for U.S. federal income tax purposes, generally are not subject to U.S. withholding tax. Payments by RCCL under the Credit Agreement to the Lender, to the extent they are U.S. source income, will be exempt from U.S. withholding tax either under the Interest or Other Income Articles of the Treaty.
Our conclusions are expressions of our professional judgment with respect to U.S. federal income tax law and do not provide any guarantee as to the actual outcome of any U.S. federal income tax controversy.
Sincerely,


 



EXHIBIT E

FORM OF LENDER ASSIGNMENT AGREEMENT

To:    Royal Caribbean Cruises Ltd.

To:    KfW IPEX-Bank GmbH, as Facility Agent (as defined below)

ROYAL CARIBBEAN CRUISES LTD.

Gentlemen and Ladies:

We refer to clause b of Section 11.11.1 of the Hull No. S-697 Credit Agreement, dated as of June 8, 2011 as amended and restated as of February 2, 2016 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “ Agreement ”) among Royal Caribbean Cruises Ltd. (the “ Borrower ”), KfW IPEX-Bank GmbH as Facility Agent (in such capacity, the “ Facility Agent ”), and as Hermes agent, and KfW IPEX-Bank GmbH and the various other financial institutions from time to time party thereto as Lenders. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Agreement.

This agreement is delivered to you pursuant to clause b of Section 11.11.1 of the Agreement and also constitutes notice to each of you, pursuant to clause a of Section 11.11.1 of the Agreement, of the assignment and transfer by way of novation to __________ (the “Assignee”) of __% of the Loan/Commitment of __________ (the “ Assignor ”) outstanding under the Agreement on the date hereof. After giving effect to the foregoing assignment and transfer, the Assignor’s and the Assignee’s Percentages for the purposes of the Agreement are set forth opposite such Person’s name on the signature pages hereof.

The Assignee hereby acknowledges and confirms that it has received a copy of the Agreement and the exhibits related thereto, together with copies of any documents which have been required to be delivered under the 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 contribution to the Loan under the Agreement, such actions have and will be made without recourse to, or representation or warranty by the Facility Agent.

Except as otherwise provided in the Agreement, effective as of the date of acceptance hereof by the Borrower and the Facility Agent:

(a)    the Assignee

(i)    shall be deemed automatically to have become a party to the Agreement, have all the rights and obligations of a “Lender” under the Agreement and the other Loan Documents as if it were an original signatory thereto to the extent specified in the second paragraph hereof;







(ii)    agrees to be bound by the terms and conditions set forth in the Agreement and the other Loan Documents as if it were an original signatory thereto; and

(b)    the Assignor shall be released from its obligations under the Agreement and the other Loan Documents to the extent of the relevant percentage of the Loan/Commitment specified in the second paragraph hereof.

The Assignor and the Assignee hereby agree that the [Assignor] [Assignee] will pay to the Facility Agent the processing fee and expenses referred to in Section 11.11.1 of the Agreement upon delivery hereof.

The Assignee hereby advises each of you of the following administrative details with respect to the assigned Loan/Commitment and requests the Borrower to acknowledge receipt of this document:

(A)        Address for Notices:

Institution Name:

Attention:

Domestic Office:

Telephone:

Facsimile:

Telex (Answerback):

Lending Office:

Telephone:

Facsimile:

Telex (Answerback):

(B)        Payment Instructions:

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


 



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.

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law

Adjusted Percentage
 
 
 
[ASSIGNOR]
 
 
 
 
 
Loan/Commitment:
 
_________%
 
By:________________________
 
 
 
 
Title:
 
 
 
 
 
Percentage
 
 
 
[ASSIGNEE]
 
 
 
 
 
Loan/Commitment:
 
_________%
 
By:________________________
 
 
 
 
Title:


Accepted and Acknowledged this
___ day of ___________, _____.

Royal Caribbean Cruises Ltd.


By:                     
Title:

KfW IPEX-Bank GmbH, as Facility Agent


By:                     
Title:


 



SIGNATORIES
The Borrower
    

ROYAL CARIBBEAN CRUISES LTD .    )    /s/ Antje M. Gibson
Name: Antje M. Gibson    )
Title: Vice President, Treasurer
    

The Facility Agent, Mandated Lead Arranger and Lender

KfW IPEX-BANK GmbH         
Name: Claudia Wenzel         /s/ Claudia Wenzel
Title: Vice President
Name: André Tiele         /s/ André Tiele
Title: Vice President
    
The Hermes Agent

KfW IPEX-BANK GmbH         
Name: Claudia Wenzel         /s/ Claudia Wenzel
Title: Vice President
Name: André Tiele         /s/ André Tiele
Title: Vice President
    
The Mandated Lead Arranger and Lender

BNP Paribas Fortis S.A./N.V.         
Name: Helmut Van Ginderen         /s/ Helmut Van Ginderen
Title: Head Business Management
Name: Xavier D’Harveng         /s/ Xavier D’Harveng
Title: Head of Financing Solutions EMEA





 



The Mandated Lead Arranger and Lender

DNB Bank ASA        
Name: Cathleen Buckley         /s/ Cathleen Buckley
Title: Senior Vice President
Name: Sanjiv Nayar         /s/ Sanjiv Nayar
Title: Senior Vice President

The Mandated Lead Arranger and Lender

Skandinaviska Enskilda Banken AB (publ)        
Name: Penny Neville-Park         /s/ Penny Neville-Park
Title:
Name: Malcolm Stonehouse         /s/ Malcolm Stonehouse
Title: Client Executive

Lender

AKA Ausfuhrkredit – Gesellschaft mbH        
Name: B. Müller         /s/ B. Müller
Title:
Name: G. Fröhlich         /s/ G. Fröhlich
Title:

 
Exhibit 10.8

Private & Confidential
 
 
Dated 2 February 2016
 
 
 
 
 
 
 
Royal Caribbean Cruises Ltd. (the Borrower)
 
(1)
 
 
 
 
 
KfW IPEX Bank GmbH (the Hermes Agent)
 
(2)
 
 
 
 
 
KfW IPEX-Bank GmbH (the Facility Agent)
 
(3)
 
 
 
 
 
KfW IPEX-Bank GmbH (as Initial Mandated Lead Arranger)

 
(4)
 
 
 
 
 
BNP Paribas Fortis S.A./N.V.
 
(5)
DNB Bank ASA
 
 
Skandinaviska Enskilda Banken AB (publ) (the Mandated Lead Arrangers)
 
 
 
 
 
 
 
and
 
 
 
 
 
 
 
certain financial institutions (the Lenders)
 
(6)


Amendment No. 4 in connection with the Credit Agreement in respect of Hull S-698



 




 
Contents
 
Clause
 
Page

 
 
 
1
Interpretation and definitions
2

 
 
 
2
Amendment of the Existing Credit Agreement
2

 
 
 
3
Conditions of Effectiveness of Amended Agreement
2

 
 
 
4
Representations and Warranties
3

 
 
 
5
Incorporation of Terms
3

 
 
 
6
Costs and Expenses
3

 
 
 
7
Counterparts
3

 
 
 
8
Governing Law
3


Schedule 1 Amended and Restated Credit Agreement




 



THIS AMENDMENT NO. 4 (this Amendment ) is dated 3 February 2016 and made BETWEEN :
(1)
ROYAL CARIBBEAN CRUISES LTD. (a corporation organised and existing under the laws of The Republic of Liberia) (the Borrower );
(2)
KfW IPEX-Bank GmbH as facility agent (the Facility Agent );
(3)
KfW IPEX-Bank GmbH as Hermes agent (the Hermes Agent );
(4)
KfW IPEX-Bank GmbH as initial mandated lead arranger (the Initial Mandated Lead Arranger );
(5)
BNP Paribas Fortis S.A./N.V , DNB Bank ASA , Skandinaviska Enskilda Banken AB (publ) and Santander Bank, N.A. as mandated lead arrangers (together with the Initial Mandated Lead Arranger, the Mandated Lead Arrangers ); and
(6)
The financial institutions party thereto as lenders from time to time (the Lenders ).
WHEREAS :
(A)
The Borrower, the Facility Agent, the Hermes Agent and the Lenders are parties to a credit agreement dated 8 June 2011, as amended and restated by that amendment agreement dated 17 February 2012 and as further amended by that deed of amendment no. 2 dated 10 May 2012 and that Amendment No. 3 dated 2 April 2015 (the Existing Credit Agreement ), in respect of the vessel with Hull number S-698 (now “Anthem of the Seas” with IMO Number 9656101) (the Vessel ) whereby it was agreed that the Lenders would make available to the Borrower, upon the terms and conditions therein, a US dollar loan facility (the Facility ) calculated on the amount equal to the sum of (a) up to eighty per cent (80%) of the Contract Price (as defined in the Existing Credit Agreement) of the Vessel but which Contract Price will not exceed EURO 725,000,000 and (b) up to 100% of the Hermes Fee (as defined therein).
(B)
The Parties wish to amend the Existing Credit Agreement to the extent set out in this Amendment.
NOW IT IS AGREED as follows:

1




1
Interpretation and definitions
1.1
Definitions in the Existing Credit Agreement
(a)
Unless the context otherwise requires or unless otherwise defined in this Amendment, words and expressions defined in the Existing Credit Agreement shall have the same meanings when used in this Amendment.
(b)
The principles of construction set out in the Existing Credit Agreement shall have effect as if set out in this Amendment.
1.2
In this Amendment:
Amended Agreement means the Existing Credit Agreement as amended in accordance with this Amendment.
Effective Date has the meaning set forth in Section 3.
1.3
Third party rights
Other than the CIRR Representative in respect of the rights of the CIRR Representative under the Loan Documents, unless expressly provided to the contrary in a Loan Document, no term of this Amendment is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Amendment.
1.4
Designation
In accordance with the Existing Credit Agreement, each of the Lenders and the Facility Agent designates this Amendment as a Loan Document.
2
Amendment of the Existing Credit Agreement
In consideration of the mutual covenants in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that the Existing Credit Agreement is, subject to the satisfaction of the conditions precedent set forth in Section 3, hereby amended on the Effective Date so as to read in accordance with the form of the amended and restated Credit Agreement set out in Schedule 1 and will continue to be binding upon each of the parties hereto in accordance with its terms as so amended and restated.
3
Conditions of Effectiveness of Amended Agreement
The Amended Agreement shall become effective in accordance with the terms of this Amendment on the date each of the following conditions has been satisfied to the reasonable satisfaction of the Facility Agent (the Effective Date ):
(a)    The Facility Agent shall have received from the Borrower:
(i)    a certificate of its Secretary or Assistant Secretary as to the incumbency and signatures of those of its officers authorized to act with respect to this Amendment and as to the truth and completeness of the attached resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Amendment, and upon which certificate the Lenders may conclusively rely until the

2




Facility Agent shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower canceling or amending such prior certificate; and
(ii)    a Certificate of Good Standing issued by the relevant Liberian authorities in respect of the Borrower.
(b)    The Facility Agent or the Hermes Agent shall have received to its reasonable satisfaction a duly executed amendment to the Hermes Insurance Policy.
(c)    The Facility Agent shall have received all invoiced expenses of the Facility Agent (including the agreed fees and expenses of counsel to the Facility Agent) required to be paid by the Borrower pursuant to Section 6 below or that the Borrower has otherwise agreed in writing to pay to the Facility Agent, in each case on or prior to the Effective Date.
(d)    The representations and warranties set forth in Section 4 are true as of the Effective Date.
The Facility Agent shall notify the Lenders and the Borrower of the Effective Date and such notice shall be conclusive and binding.
4
Representations and Warranties
The representations and warranties in Article VI of the Amended Agreement (excluding Section 6.10 of the Existing Credit Agreement) are deemed to be made by the Borrower (by reference to the facts and circumstances then existing) on the date of this Amendment, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Agreement.
5
Incorporation of Terms
The provisions of Section 11.2 ( Notices ), Section 11.6 ( Severability ) and Subsections 11.14.2 ( Jurisdiction ), 11.14.3 ( Alternative Jurisdiction ) and 11.14.4 ( Service of Process ) of the Existing Credit Agreement shall be incorporated into this Amendment as if set out in full in this Amendment and as if references in those sections to “this Agreement” or “the Loan Documents” were references to this Amendment.
6
Costs and Expenses
The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Facility 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 counsel for the Facility Agent with respect hereto and thereto as agreed with the Facility Agent) in accordance with the terms of Section 11.3 of the Existing Credit Agreement.
7
Counterparts
This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when so executed and delivered shall be an original but all counterparts shall together constitute one and the same instrument.
8
Governing Law

3




This Amendment, and all non-contractual obligations arising in connection with it, shall be governed by and construed in accordance with English law.
IN WITNESS WHEREOF , the parties to this Amendment have caused this Amendment to be duly executed and delivered as a deed as of the date first above written.


4




Schedule 1
Amended and Restated Credit Agreement


1




EXECUTION COPY

_________________________________________
HULL NO. S-698 CREDIT AGREEMENT
_________________________________________
dated as of June 8, 2011
amended and restated on February 3, 2016
BETWEEN
Royal Caribbean Cruises Ltd.
as the Borrower,
the Lenders from time to time party hereto,
KfW IPEX-Bank GmbH
as Hermes Agent and Facility Agent,
KfW IPEX-Bank GmbH
as Initial Mandated Lead Arranger,
and
BNP Paribas Fortis S.A./N.V.
DNB Bank ASA
Skandinaviska Enskilda Banken AB (publ)
Santander Bank, N.A.
as the Mandated Lead Arrangers



2



TABLE OF CONTENTS
 
 
PAGE

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
 
SECTION 1.1. Defined Terms
2

SECTION 1.2. Use of Defined Terms
14

SECTION 1.3. Cross-References
14

SECTION 1.4. Application of this Agreement to KfW IPEX as an Option A Lender
14

SECTION 1.5. Accounting and Financial Determinations
15

ARTICLE II COMMITMENTS AND BORROWING PROCEDURES
 
SECTION 2.1. Commitment
15

SECTION 2.2. Commitment of the Lenders; Termination and Reduction of Commitments
15

SECTION 2.3. Borrowing Procedure
16

SECTION 2.4. Funding
18

ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
 
SECTION 3.1. Repayments
18

SECTION 3.2. Prepayment
19

SECTION 3.3. Interest Provisions
19

SECTION 3.3.1. Rates.
19

SECTION 3.3.2. Election of Floating Rate.
20

SECTION 3.3.3. Conversion to Floating Rate.
20

SECTION 3.3.4. Post-Maturity Rates.
21

SECTION 3.3.5. Payment Dates.
21

SECTION 3.3.6. Interest Rate Determination; Replacement Reference Banks
21

SECTION 3.4. Commitment Fees.
22

SECTION 3.4.1. Payment.
22

SECTION 3.5. CIRR Fees.
22

SECTION 3.5.1. Payment.
23

SECTION 3.6. Other Fees.
23

ARTICLE IV CERTAIN LIBO RATE AND OTHER PROVISIONS
 
SECTION 4.1. LIBO Rate Lending Unlawful.
23

SECTION 4.2. Deposits Unavailable
24

SECTION 4.3. Increased LIBO Rate Loan Costs, etc.
25

SECTION 4.4. Funding Losses
26

SECTION 4.4.1. Indemnity
26

SECTION 4.5. Increased Capital Costs
28

SECTION 4.6. Taxes
29

SECTION 4.7. Reserve Costs
31

SECTION 4.8. Payments, Computations, etc.
31

SECTION 4.9. Replacement Lenders, etc.
32

SECTION 4.10. Sharing of Payments
33

SECTION 4.11. Set-off
33

SECTION 4.12. Use of Proceeds
34


i



ARTICLE V CONDITIONS TO BORROWING
 
SECTION 5.1. Initial Advance of the Loan
34

SECTION 5.1.1. Resolutions, etc.
34

SECTION 5.1.2. Opinions of Counsel
35

SECTION 5.1.3. Hermes Insurance Policy
35

SECTION 5.1.4. CIRR requirements
35

SECTION 5.2. Advance of the Loan
36

SECTION 5.2.1. Closing Fees, Expenses, etc.
36

SECTION 5.2.2. Compliance with Warranties, No Default, etc
37

SECTION 5.2.3. Loan Request
37

SECTION 5.2.4. Hermes Insurance Policy
37

SECTION 5.2.5. Foreign Exchange Counterparty Confirmations.
37

SECTION 5.2.6. Pledge Agreement
37

SECTION 5.2.7. Opinion of Counsel
37

SECTION 5.3. Advance of the Loan on the Final Disbursement Date
37

ARTICLE VI REPRESENTATIONS AND WARRANTIES
 
SECTION 6.1. Organization, etc.
38

SECTION 6.2. Due Authorization, Non-Contravention, etc.
38

SECTION 6.3. Government Approval, Regulation, etc.
38

SECTION 6.4. Compliance with Laws
39

SECTION 6.5. Validity, etc.
39

SECTION 6.6. No Default, Event of Default or Prepayment Event
39

SECTION 6.7. Litigation
39

SECTION 6.8. The Purchased Vessel
39

SECTION 6.9. Obligations rank pari passu
40

SECTION 6.10. Withholding, etc.
40

SECTION 6.11. No Filing, etc. Required
40

SECTION 6.12. No Immunity
40

SECTION 6.13. Investment Company Act
40

SECTION 6.14. Regulation U
40

SECTION 6.15. Accuracy of Information
41

ARTICLE VII COVENANTS
 
SECTION 7.1. Affirmative Covenants
41

SECTION 7.1.1. Financial Information, Reports, Notices, etc.
41

SECTION 7.1.2. Approvals and Other Consents.
42

SECTION 7.1.3. Compliance with Laws, etc.
43

SECTION 7.1.4. The Purchased Vessel
43

SECTION 7.1.5. Insurance
44

SECTION 7.1.6. Books and Records
44

SECTION 7.1.7. Hermes Insurance Policy/Federal Republic of Germany Requirement
44

SECTION 7.2. Negative Covenants
45

SECTION 7.2.1. Business Activities
45

SECTION 7.2.2. Indebtedness
45


ii



SECTION 7.2.3. Liens
45

SECTION 7.2.4. Financial Condition
47

SECTION 7.2.5. Investments
48

SECTION 7.2.6. Consolidation, Merger, etc.
48

SECTION 7.2.7. Asset Dispositions, etc.
49

SECTION 7.3. Limitation in respect of Certain Representations, Warranties and Covenants
49

ARTICLE VIII EVENTS OF DEFAULT
 
SECTION 8.1. Listing of Events of Default
50

SECTION 8.1.1. Non-Payment of Obligations
50

SECTION 8.1.2. Breach of Warranty
50

SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations
50

SECTION 8.1.4. Default on Other Indebtedness
50

SECTION 8.1.5. Bankruptcy, Insolvency, etc.
51

SECTION 8.2. Action if Bankruptcy
52

SECTION 8.3. Action if Other Event of Default
52

ARTICLE IX PREPAYMENT EVENTS
 
SECTION 9.1. Listing of Prepayment Events
52

SECTION 9.1.1. Change of Control
52

SECTION 9.1.2. [RESERVED]
52

SECTION 9.1.3. Unenforceability
52

SECTION 9.1.4. Approvals
52

SECTION 9.1.5. Non-Performance of Certain Covenants and Obligations
53

SECTION 9.1.6. Judgments
53

SECTION 9.1.7. Condemnation, etc.
53

SECTION 9.1.8. Arrest
53

SECTION 9.1.9. Sale/Disposal of the Purchased Vessel
53

SECTION 9.1.10. Delayed Delivery of the Purchased Vessel
53

SECTION 9.1.11. Termination of the Construction Contract
53

SECTION 9.2. Mandatory Prepayment
54

ARTICLE X THE FACILITY AGENT AND THE HERMES AGENT
 
SECTION 10.1. Actions
54

SECTION 10.2. Indemnity
54

SECTION 10.3. Funding Reliance, etc
55

SECTION 10.4. Exculpation
55

SECTION 10.5. Successor
56

SECTION 10.6. Loans by the Facility Agent
57

SECTION 10.7. Credit Decisions
57

SECTION 10.8. Copies, etc
57

SECTION 10.9. The Agents’ Rights
57

SECTION 10.10. The Facility Agent’s Duties
58

SECTION 10.11. Employment of Agents
58

SECTION 10.12. Distribution of Payments
58

SECTION 10.13. Reimbursement
59


iii



SECTION 10.14. Instructions
59

SECTION 10.15. Payments
59

SECTION 10.16. “Know your customer” Checks
59

SECTION 10.17. No Fiduciary Relationship
59

ARTICLE XI MISCELLANEOUS PROVISIONS
 
SECTION 11.1. Waivers, Amendments, etc.
60

SECTION 11.2. Notices
61

SECTION 11.3. Payment of Costs and Expenses
62

SECTION 11.4. Indemnification
63

SECTION 11.5. Survival
64

SECTION 11.6. Severability
64

SECTION 11.7. Headings
64

SECTION 11.8. Execution in Counterparts,.
64

SECTION 11.9. Third Party Rights
64

SECTION 11.10. Successors and Assigns
64

SECTION 11.11. Sale and Transfer of the Loan; Participations in the Loan
65

SECTION 11.11.1. Assignments
65

SECTION 11.11.2. Participations
67

SECTION 11.12.3. Register
68

SECTION 11.12. Other Transactions
68

SECTION 11.13. Hermes Insurance Policy.
68

SECTION 11.13.1. Terms of Hermes Insurance Policy
68

SECTION 11.13.2. Obligations of the Borrower.
69

SECTION 11.13.3. Obligations of the Hermes Agent and the Lenders.
70

SECTION 11.14. Law and Jurisdiction
71

SECTION 11.14.1. Governing Law
71

SECTION 11.14.2. Jurisdiction
71

SECTION 11.14.3. Alternative Jurisdiction
71

SECTION 11.14.4. Service of Process
71

SECTION 11.15. Confidentiality
71



iv




EXHIBITS
Exhibit A    -    Repayment Schedule
Exhibit B    -    Form of Loan Request
Exhibit C    -    [Reserved]
Exhibit D-1    -    Form of Opinion of Liberian Counsel to Borrower
Exhibit D-2    -    Form of Opinion of Counsel to Lenders
Exhibit D-3    -    Form of Opinion of US Tax Counsel to the Lenders
Exhibit E    -    Form of Lender Assignment Agreement
Exhibit F    -    Form of Option A Refinancing Agreement
Exhibit G    -    Form of Pledge Agreement
Exhibit H    -    Form of Opinion of German Counsel


v



CREDIT AGREEMENT
HULL NO. S-698 CREDIT AGREEMENT, dated as of June 8, 2011 as amended and restated on February 3, 2016, is among Royal Caribbean Cruises Ltd., a Liberian corporation (the “ Borrower ”), KfW IPEX-Bank GmbH, in its capacity as agent for the Lenders referred to below in respect of Hermes-related matters (in such capacity, the “ Hermes Agent ”), in its capacity as facility agent (in such capacity, the “ Facility Agent ”) and in its capacity as a lender (in such capacity, together with each of the other Persons that shall become a “Lender” in accordance with Section 11.11.1 hereof, each of them individually a “ Lender ” and, collectively, the “ Lenders ”).
W I T N E S S E T H:
WHEREAS,
(A)
The Borrower and Meyer Werft GmbH, Papenburg (the “ Builder ”) have entered on February 14, 2011 into a Contract for the Construction and Sale of Hull No. S-698 (as amended from time to time, the “ Construction Contract ”) pursuant to which the Builder has agreed to design, construct, equip, complete, sell and deliver the passenger cruise vessel bearing Builder’s hull number S-698 (the “ Purchased Vessel ”);
(B)
The Lenders have agreed to make available to the Borrower, upon the terms and conditions contained herein, a US dollar loan facility calculated on the amount (the “ Maximum Loan Amount ”) equal to the sum of (x) up to eighty per cent (80%) of the Contract Price (as defined below) of the Purchased Vessel (as defined below), as adjusted from time to time in accordance with the Construction Contract to reflect, among other adjustments, change orders, but which Contract Price shall not exceed for this purpose EUR 725,000,000 (the “ Contract Price Proceeds ”) and (y) up to 100% of the Hermes Fee (as defined below) (the “ Hermes Fee Proceeds ”) and being made available in the US Dollar Equivalent of that Maximum Loan Amount;
(C)
Except as otherwise provided below under the Alternative Disbursement Option (as defined below), the Contract Price Proceeds will be provided to the Borrower two (2) Business Days prior to the delivery of the Purchased Vessel for the purpose of paying a portion of the Contract Price in connection with the Borrower’s purchase of the Purchased Vessel. The Hermes Fee Proceeds will be provided on the First Disbursement Date, with 75% of such Hermes Fee Proceeds to be disbursed directly to the Hermes Agent for Hermes’ account for the payment of the Second Fee (as defined below) and 25% to be disbursed to the Borrower for reimbursement of the First Fee (as defined below).
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.
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.
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.
Alternative Disbursement Option ” means the option of the Borrower to request the making of the Loan in multiple advances (in an aggregate principal amount not to exceed the US Dollar Maximum Loan Amount) (i) prior to delivery of the Purchased Vessel, on each date on which the Borrower is required to make a pre-delivery installment payment to the Builder (other than, for the avoidance of doubt, the first such pre-delivery installment) and (ii) on the Final Disbursement Date.
Amendment Agreement ” means the agreement dated February 17, 2012 and made between the parties hereto pursuant to which this Agreement was amended and restated.
Amendment Number Two ” means amendment dated 13 February 2013 and made between the parties hereto and the Mandated Lead Arrangers (as therein defined) pursuant to which this Agreement was amended.
Amendment Number Three ” means the amendment agreement dated 2 April 2015 and made between the parties hereto and the Mandated Lead Arrangers (as therein defined) pursuant to which this Agreement was amended.
Amendment Number Four ” means the amendment agreement dated 3 February 2016 and made between the parties hereto and the Mandated Lead Arrangers (as therein defined) pursuant to which this Agreement was amended and restated.

2



" Anti-Corruption Laws " means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates from time to time concerning or relating to bribery or corruption.
Applicable Commitment Rate ” means (x) from the Effective Date through and including April 15, 2013, 0.15% per annum, (y) from April 16, 2013 through and including April 15, 2014, 0.25% per annum, and (z) from April 16, 2014 until the Final Disbursement Date, 0.30% per annum.
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.
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 Facility Agent by the Secretary or an Assistant Secretary of the Borrower.
Bank of Nova Scotia Agreement ” means the U.S. $1,128,000,000 amended and restated credit agreement dated as of June 15, 2015 among the Borrower, as borrower, the various financial institutions as are or shall become parties thereto, as lenders, and The Bank of Nova Scotia, as administrative agent, as amended, restated, supplemented or otherwise modified from time to time.
Borrower ” is defined in the preamble .
Builder ” is defined in the preamble .
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, London or Frankfurt, and if the applicable Business Day relates to an advance of all or part of the Loan, an Interest Period, prepayment or conversion, in each case with respect to the Loan bearing interest by reference to the LIBO Rate, a day on which dealings in deposits in Dollars are carried on in the London interbank market.
Buyer’s Allowance ” has the meaning assigned thereto in Article II.1 of the Construction Contract and, when such expression is prefaced by the word “incurred”, shall mean such amount of the Buyer’s Allowance, not exceeding EUR 57,000,000, as shall at the relevant time have been paid, or become payable, to the Builder by the Borrower under the Construction Contract as part of the Contract Price.

3



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, 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 and each other Loan Document, 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.
Change of Control ” means an event or series of events by which (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 50% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or (b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.
CIRR Representative ” means KfW, acting in its capacity as CIRR mandatary in connection with this Agreement.
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 the Loan pursuant to Section 2.1.

4



Commitment Fees ” is defined in Section 3.4.
Commitment Termination Date ” means January 11, 2016.
Construction Contract ” is defined in the preamble .
Contract Price ” is as defined in the Construction Contract.
Contractual Delivery Date ” means, at any time, the date which at such time is the date specified for delivery of the Purchased Vessel under the Construction Contract, as such date may be modified from time to time pursuant to the terms of the Construction Contract.
Covered Taxes ” is defined in Section 4.6 .
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.
Dollar ” and the sign “ $ ” mean lawful money of the United States.
Dollar Pledged Account ” means the Dollar account referred to in the Pledge Agreement.
Effective Date ” means June 8, 2011.
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.
EUR ” and the sign “ ” mean the currency of participating member states of the European Monetary Union pursuant to Council Regulation (EC) 974/98 of 3 May 1998, as amended from time to time.
EUR Pledged Account ” means the EUR account referred to in the Pledge Agreement.
Event of Default ” is defined in Section 8.1 .
Existing Principal Subsidiaries ” means each Subsidiary of the Borrower that is a Principal Subsidiary on the Effective Date.
Facility Agent ” is defined in the preamble and includes each other Person as shall have subsequently been appointed as the successor Facility Agent, and as shall have accepted such appointment, pursuant to Section 10.5 .
FATCA ” means Sections 1471 through 1474 of the Code, as in effect at the date hereof (or any amended or successor version that is substantively comparable) , any current or future regulations promulgated thereunder or official interpretations thereof, any agreements entered into pursuant to section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any published intergovernmental agreement entered into in

5



connection with the implementation of such sections of the Code, any published intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such published intergovernmental agreements.
Fee Letter ” means any letter entered into by reference to this Agreement between any or all of the Facility Agent, the Initial Mandated Lead Arranger, the Lenders and/or the Borrower setting out the amount of certain fees referred to in, or payable in connection with, this Agreement.
Final Disbursement Date ” means the date on which the Loan is advanced, or, if the Borrower elects the Alternative Disbursement Option in accordance with Section 2.3(b) , the date on which the final balance of the Loan is advanced in connection with delivery of the Purchased Vessel under the Construction Contract; provided that if the Loan is, or as the case may be, the final balance of the Loan is reborrowed pursuant to Section 3.7, then the Final Disbursement Date, solely with respect to such reborrowed Loan, shall be the date of such reborrowing.
Final Maturity ” means twelve (12) years after the Final Disbursement Date.
First Disbursement Date ” means the date on which the Loan is advanced, or, if the Borrower elects the Alternative Disbursement Option in accordance with Section 2.3(b) , the date on which the first advance of the Loan is made.
First Fee ” is defined in Section 11.13 .
Fiscal Quarter ” means any quarter of a Fiscal Year.
Fiscal Year ” means any annual fiscal reporting period of the Borrower.
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.

6



Fixed Rate ” means a rate per annum equal to the sum of 3.66% per annum plus the Fixed Rate Margin.
Fixed Rate Loan ” means the Loan bearing interest at the Fixed Rate, or that portion of the Loan that continues to bear interest at the Fixed Rate after the termination of any Interest Make-Up Agreement pursuant to Section 3.3.3 .
Fixed Rate Margin ” means 1.10% per annum.
Floating Rate ” means a rate per annum equal to the sum of the LIBO Rate plus the Floating Rate Margin.
Floating Rate Indemnity Amount ” is defined in Section 4.4.1(a) .
Floating Rate Loan ” means all or any portion of the Loan bearing interest at the Floating Rate.
Floating Rate Margin ” means, for each Interest Period, 1.30% per annum.
F.R.S. Board ” means the Board of Governors of the Federal Reserve System or any successor thereto.
Funding Losses Event ” is defined in Section 4.4.1 .
GAAP ” is defined in Section 1.5 .
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.
Hermes ” means Euler Hermes Kreditversicherungs AG, Friedensallee 254, 22763 Hamburg acting in its capacity as representative of the Federal Republic of Germany in connection with the issuance of export credit guarantees.
Hermes Agent ” is defined in the preamble.

7



Hermes Fee ” means the fee payable to Hermes under and in respect of the Hermes Insurance Policy.
Hermes Insurance Policy ” means the guarantee (Deckungsdokument) issued by the Federal Republic of Germany, represented by Hermes, in favor of the Lenders.
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 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) guarantees by such Person of Indebtedness of others, up to the amount of Indebtedness so guaranteed; (g) obligations of such Person in respect of surety bonds and similar obligations; and (h) liabilities arising under Hedging Instruments.
Indemnified Liabilities ” is defined in Section 11.4 .
Indemnified Parties ” is defined in Section 11.4 .
Interest Make-Up Agreement ” means either an Option A Refinancing Agreement or an Option B Interest Make-Up Agreement
Interest Payment Date” means, if the Borrower exercises the Alternative Disbursement Option, (i) prior to the Final Disbursement Date, each day that falls at a six (6)-month interval after the First Disbursement Date and (ii) the Final Disbursement Date.
Interest Period ” means:
(i) if the Borrower exercises the Alternative Disbursement Option, for the period from the First Disbursement Date to the Final Disbursement Date, the period between the First Disbursement Date and the first Interest Payment Date, and subsequently, each succeeding period between two consecutive Interest Payment Dates and (ii) from and after the Final Disbursement Date, the period between the Final Disbursement Date and the first Repayment Date, and subsequently each succeeding period between two consecutive Repayment Dates, except that:
a)
Any Interest Period which would otherwise end on a day which is not a Business Day shall end on the next Business Day to occur, except if such Business Day does not fall in the same calendar month, the Interest Period

8



will end on the last Business Day in that calendar month, the interest amount due in respect of the Interest Period in question and in respect of the next following Interest Period being adjusted accordingly; and
b)
If any Interest Period is altered by the application of a) above, the subsequent Interest Period shall end on the day on which it would have ended if the preceding Interest Period had not been so altered.
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.
KfW ” means KfW of Palmengartenstrasse 5-9, 60325 Frankfurt am Main, Germany acting in its own name for the account of the government of the Federal Republic of Germany.
KfW IPEX ” means KfW IPEX-Bank GmbH.
Lender Assignment Agreement ” means any Lender Assignment Agreement substantially in the form of Exhibit E .
Lender ” and “ Lenders ” are 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 such other office of a Lender as designated from time to time by notice from such Lender to the Borrower and the Facility Agent, whether or not outside the United States, which shall be making or maintaining the Loan of such Lender hereunder.
LIBO Rate ” means the rate per annum of the offered quotation for deposits in Dollars for six months (or for such other period as shall be agreed by the Borrower and the Facility Agent) which appears on Reuters LIBOR01 Page (or any successor page) at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period; provided that:
a)
subject to Section 3.3.6 , if no such offered quotation appears on Reuters LIBOR01 Page (or any successor page) at the relevant time, the LIBO Rate shall be the rate per annum certified by the Facility Agent to be the average of the rates quoted by the Reference Banks as the rate at which each of the Reference Banks was (or would have been) offered deposits of Dollars by prime banks in the London interbank market in an amount approximately equal to the amount of the Loan and for a period of six months; and

9



b)
for the purposes of determining the post-maturity rate of interest under Section 3.3.4 , 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 Facility Agent may determine after consultation with the Lenders, which period shall be no longer than one month unless the Borrower otherwise agrees.
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 ” means the advances made by the Lenders under this Agreement from time to time in an aggregate amount not to exceed the US Dollar Maximum Loan Amount or, as the case may be, the aggregate outstanding amount of such advances from time to time.
Loan Documents ” means this Agreement, the Amendment Agreement, Amendment Number Two, Amendment Number Three, Amendment Number Four, the Pledge Agreement, the Syndication Side Letter and the Fee Letters.
Loan Request ” means the loan request and certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit B hereto.
Margin ” means the Fixed Rate Margin and/or the Floating Rate Margin.
Material Adverse Effect ” means a material adverse effect on (a) the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies of the Facility 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 6.7 .
Maximum Loan Amount ” is defined in the preamble .
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:

10



a)    borrowed money (whether by loan or issuance and sale of debt securities), including drawings under this Agreement and any revolving credit facilities of the Borrower, and
b)    the issuance and sale of equity securities.
Nordea Agreement ” means the U.S. $1,150,000,000 amended and restated credit agreement dated as of August 23,2013, as amended by Amendment No. 1 thereto dated as of July 10, 2015, among Royal Caribbean Cruises Ltd., as the borrower, the various financial institutions as are or shall become parties thereto and Nordea Bank Finland PLC, New York Branch as administrative agent, as amended, restated, supplemented or otherwise modified from time to time.
Obligations ” means all obligations (payment or otherwise) of the Borrower arising under or in connection with this Agreement.
Option A Refinancing Agreement ” means a refinancing agreement entered into between the Refinancing Bank and any Lender pursuant to Sections 1.2.1 and 1.2.2 of the Terms and Conditions, substantially in the form of Exhibit F hereto.
Option A Lender ” means each Lender that has executed an Option A Refinancing Agreement.
Option B Interest Make-Up Agreement ” means an interest make-up agreement entered into between the CIRR Representative and any Lender pursuant to Section 1.2.4 of the Terms and Conditions.
Option B Lender ” means each Lender that has executed an Option B Interest Make-Up Agreement.
Organic Document ” means, relative to the Borrower, its articles of incorporation (inclusive of any articles of amendment to its articles of incorporation) and its by-laws.
Participant ” is defined in Section 11.11.2 .
Participant Register ” is defined in Section 11.11.2 .
Percentage ” means, relative to any Lender, the percentage set forth opposite its signature hereto or as set out in the applicable Lender Assignment Agreement, as such percentage may be adjusted from time to time pursuant to Section 4.9 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, limited liability company, partnership, firm, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

11



Pledge Agreement ” means a pledge agreement substantially in the form of Exhibit G .
Pledged Accounts ” means the EUR Pledged Account and the Dollar Pledged Account and “ Pledged Account ” means either of them.
Prepayment Event ” is defined in Section 9.1 .
Principal Subsidiary ” means any Subsidiary of the Borrower that owns a Vessel.
Purchased Vessel ” is defined in the preamble .
Quarterly Payment Date ” means the last day of each March, June, September and December or, if any such day is not a Business Day, the next succeeding Business Day.
Reference Banks ” means, if the LIBO Rate for any Interest Period cannot be determined pursuant to paragraph (a) of the definition of “LIBO Rate”, those banks designated as Reference Banks by the Administrative Agent from time to time that are reasonably acceptable to the Borrower, and each additional Reference Bank and/or each replacement Reference Bank appointed by the Facility Agent pursuant to Section 3.3.6 .
Refinancing Bank ” means KfW in its capacity as the provider of refinancing pursuant to Section 1.2.2 of the Terms and Conditions.
Register ” is defined in Section 11.11.3 .
Repayment Date ” means each of the dates for payment of the repayment installments of the Loan specified in Exhibit A , as amended and/or replaced from time to time by the Facility Agent and the Borrower.
Required Lenders ” means, at any time, Lenders that in the aggregate, hold more than 60% of the aggregate unpaid principal amount of the Loan or, if no such principal amount is then outstanding, Lenders that in the aggregate have more than 60% of the Commitments.
" Sanctions " means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.
" Sanctioned Country " means, at any time, a country, region or territory which is itself the subject or target of any Sanctions.
" Sanctioned Person " means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member state, or any person owned or

12



controlled by any such Person or Persons, or (b) any Person operating or organized in a Sanctioned Country.
SEC ” means the United States Securities and Exchange Commission and any successor thereto.
Second Fee ” is defined in Section 11.13 .
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.
Syndication Side Letter ” means the side letter dated as of the date of this Agreement entered into between KfW IPEX, in its capacity as Lender, and the Borrower.
Terms and Conditions ” means the general terms and conditions for CIRR Interest Make-Up for Ship Financing issued by the Federal Republic of Germany on May 12, 2009.
US Dollar Equivalent ” means:
(i)     for all EUR amounts payable in respect of the Contract Price (excluding the portion thereof comprising the Buyer’s Allowance), the total of such EUR amounts converted to a corresponding Dollar amount as determined using the weighted average rate of exchange that the Borrower has agreed, either in the spot or forward currency markets, to pay its counterparties for the purchase of the relevant amounts of EUR with Dollars for the payment of the installments of the Contract Price and including in such weighted average the spot rates for any EUR amounts due that have not been hedged by the Borrower;
(ii)    for all EUR amounts payable in respect to the Buyer’s Allowance, the total of such EUR amounts converted to a corresponding Dollar amount as determined using the USD-to-EUR rate used by the Borrower to convert the relevant USD amount of the amount of the Buyer’s Allowance into EUR for the purpose of the Builder invoicing the same to the Borrower in EUR in accordance with the Construction Contract; and

13



(iii)    for purposes of determining the Hermes Fee, the rate determined in accordance with Section 2.3(e) .
Such rate of exchange under (i) above shall be evidenced by foreign exchange counterparty confirmations. The US Dollar Equivalent of the portion of the Maximum Loan Amount under (i) above shall be calculated by the Borrower in consultation with the Facility Agent no less than two (2) Business Days prior to the making of such advance. Such rate of exchange under (ii) above shall be evidenced by the production of the invoice from the Borrower to the Builder in respect of the Buyer’s Allowance and which invoice shall contain the USD/EUR exchange rate used for determining the EUR amount of the Buyer’s Supplies.
US Dollar Maximum Loan Amount ” means the US Dollar Equivalent of the Maximum Loan Amount.
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.
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 each Loan Request and each notice and other communication delivered from time to time in connection with this Agreement or any other Loan Document.
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, 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. Application of this Agreement to KfW IPEX as an Option A Lender . The parties to this Agreement are aware that KfW IPEX will not enter into an Option A Refinancing Agreement with the CIRR Representative. However, for the purposes of this Agreement, KfW IPEX will be deemed to have entered into an Option A Refinancing Agreement with the CIRR Representative in the form of Exhibit F. Consequently, any reference to an Option A Lender shall include KfW IPEX and any reference to an Option A Refinancing Agreement shall include the Option A Refinancing Agreement deemed to have been entered into by KfW IPEX.

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SECTION 1.5. Accounting and Financial Determinations . Unless otherwise specified, all accounting terms used herein or in any other Loan Document 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 the Borrower elects to apply or is required to apply International Financial Reporting Standards (“ IFRS ”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (i) any change in GAAP or IFRS or in the interpretation thereof or (ii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the Effective Date, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Section 7.2.4 in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility 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 Facility 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 Section 7.2.4 continue to be determined in accordance with GAAP relating thereto as if 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 AND BORROWING PROCEDURES
SECTION 2.1. Commitment . On the terms and subject to the conditions of this Agreement (including Article V ), each Lender severally agrees to make its portion of the Loan pursuant to its Commitment described in Section 2.2 . No Lender’s obligation to make the Loan shall be affected by any other Lender’s failure to make the Loan.
SECTION 2.2. Commitment of the Lenders; Termination and Reduction of Commitments .
a)
Each Lender will make its portion of the Loan available to the Borrower in accordance with Section 2.3 either (i) two (2) Business Days prior to the delivery of the Purchased Vessel to the Borrower under the Construction Contract pursuant to Section 2.3(a) or (ii) if the Borrower elects the Alternative Disbursement Option in accordance with Section 2.3(b) , as set forth in Section 2.3(b) . The commitment of each Lender described in this Section 2.2 (herein referred to as its “ Commitment ”) shall be the commitment of such Lender to make available to the Borrower its portion of the Loan hereunder expressed as

15



the initial amount set forth opposite such Lender’s name on its signature page attached hereto or, in the case of any Lender that becomes a Lender pursuant to an assignment pursuant to Section 11.11.1 , the amount set forth as such Lender’s Commitment in the related Lender Assignment Agreement, in each case as such amount may be reduced from time to time pursuant to Section 2.2(b) or reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.11.1 . Notwithstanding the foregoing, each Lender’s Commitment shall terminate on the earlier of (i) the Commitment Termination Date if the Purchased Vessel is not delivered prior to such date and (ii) the delivery of the Purchased Vessel.
b)
The Borrower may, by notice to the Facility Agent, at any time (i) prior to the date that is not less than 61 days prior to the First Disbursement Date, without premium or penalty, terminate, or from time to time reduce, the Commitments and (ii) prior to the date on which the Commitments have been terminated but less than 61 days prior to the First Disbursement Date, and subject to Section 4.4 , terminate, or from time to time reduce, the Commitments. Any such termination or reduction of the Commitments shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments.
c)
If any Lender shall default in its obligations under Section 2.1 , the Facility Agent shall, at the request of the Borrower, use reasonable efforts to assist the Borrower in finding a bank or financial institution acceptable to the Borrower to replace such Lender.
SECTION 2.3. Borrowing Procedure .
a)
Unless the Borrower has elected the Alternative Disbursement Option in accordance with Section 2.3(b) , the Borrower shall deliver a Loan Request and the documents required to be delivered pursuant to Section 5.1.1(a) to the Facility Agent on or before 11:00 a.m., London time, not less than two (2) Business Days in advance of the date that is two (2) Business Days prior to the anticipated delivery date of the Purchased Vessel. The aggregate amount of the Loan to be advanced shall not exceed the US Dollar Maximum Loan Amount.
b)
The Borrower may, subject to Section 4.12(b) , at any time prior to the Contractual Delivery Date, elect the Alternative Disbursement Option by written notice to the Facility Agent delivered ten (10) Business Days prior to the requested date of the first such advance to be made following such election. If so elected, the Borrower shall deliver a Loan Request and, in the case of the First Disbursement Date, the documents required to be delivered pursuant to Section 5.1.1(a) to the Facility Agent on or before 11:00 a.m. London time, not less than two (2) Business Days in advance of the date on which the Borrower is required to make a pre-delivery installment to the Builder (other than, for the avoidance of doubt, the first such pre-delivery installment due under the Construction Contract) or, in the case of the advance on the Final Disbursement Date, not less than two (2) Business Days in advance of the date that is two (2) Business Days prior to the anticipated delivery date of the Purchased Vessel. Each such advance of a portion of the Loan shall not exceed the US Dollar Equivalent of 80% of the installment payment owing

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to the Builder on such date; provided , however , that (i) the advance to be made on the First Disbursement Date may be increased by up to 100% of the total amount of the Hermes Fee, (ii) the advance to be made on the Final Disbursement Date may be in an amount up to the excess of the US Dollar Maximum Loan Amount over the aggregate amount of all advances made prior to the Final Disbursement Date, and (iii) the aggregate amount of all such advances shall not exceed the US Dollar Maximum Loan Amount.
c)
The Facility Agent shall promptly notify each Lender of any Loan Request by forwarding a copy thereof to each Lender, together with its attachments. On the terms and subject to the conditions of this Agreement, the Loan (or portion thereof, as specified by the Borrower) shall be made on the Business Day specified in such Loan Request. On or before 11:00 a.m., New York time, on the Business Day specified in such Loan Request, the Lenders shall, without any set-off or counterclaim, deposit with the Facility Agent same day funds in an amount equal to such Lender’s Percentage of the requested Loan or portion thereof. Such deposit will be made to an account which the Facility Agent shall specify from time to time by notice to the Lenders. To the extent funds are so received from the Lenders, the Facility Agent shall, without any set-off or counterclaim, make such funds available to the Borrower on the Business Day specified in the Loan Request by wire transfer of same day funds to the account or accounts the Borrower shall have specified in its Loan Request.
d)
The Borrower shall, upon receipt of the Dollar funds into the account referred to in Section 2.3(c) above, (i) complete the purchase of EUR with its counterparties or otherwise as set out in the Loan Request (by authorising and instructing the Facility Agent to remit the necessary Dollar funds to the said counterparties) and shall procure the payment of all EUR proceeds of such transactions to the EUR Pledged Account no later than the Business Day immediately following the Business Day specified in the Loan Request and (ii) to the extent of any such Dollar funds as shall not be used to purchase EUR, (by authorising and instructing the Facility Agent accordingly) shall procure the payment of such Dollar funds to the Dollar Pledged Account on the Business Day specified in the Loan Request.
e)
If the Borrower elects to finance all or any part of the Hermes Fee with a portion of the advance made on the First Disbursement Date, the Borrower shall indicate such election in its Loan Request with respect to such advance. When this election is made, the amount of the advance in Dollars (the “ US Dollar Hermes Advance Amount ”) that will fund the Hermes Fee shall be equal to the Dollar amount that corresponds to the EUR amount of the Hermes Fee to be financed with such advance, which amount shall be reasonably determined by the Facility Agent based on the spot rate for EUR-Dollar exchanges on the date such Loan Request is delivered, which spot rate shall be determined by reference to a publicly available market service like Bloomberg that can be independently verified by the Borrower. The Facility Agent shall notify the Borrower and the Lenders of the US Dollar Hermes Advance Amount (including the applicable spot rate referred to above) on the date such Loan Request is delivered, and the Lenders shall deposit such US Dollar Hermes Advance Amount with the Facility Agent in accordance

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with Section 2.3(c) . The Borrower will be deemed to have directed the Facility Agent to pay over directly to Hermes on behalf of the Borrower that portion of the EUR amount of the Second Fee to be financed with the proceeds of the advance on the First Disbursement Date and to retain for the Borrower’s own account (and deposit in the Dollar Pledge Account pending disbursement in accordance with Section 2.3(f)) deposits made by the Lenders in Dollars in an amount equal to the portion of the US Dollar Hermes Advance Amount attributable to the First Fee paid by the Facility Agent to Hermes on behalf of the Borrower.
f)
Upon the date of delivery of the Purchased Vessel, the Facility Agent shall direct that moneys standing to the credit of the Pledged Accounts shall, in the manner set out in the Loan Request, be disbursed as follows:
(i)    in EUR, to the account of the Builder, as designated by the Builder and set out in the Loan Request, to the extent necessary to meet the final instalment of the Contract Price (including any portion thereof attributable to the Buyer’s Allowance); and
(ii)    in Dollars, to the account of the Borrower, as designated by the Borrower and set out in the Loan Request, in reimbursement of the First Fee and in respect of any additional amounts standing to the Dollar Pledge Account as of the date of such disbursement,
and such moneys shall be so disbursed on the said date of delivery or, if such date is not a Business Day, the first Business Day following the date of such delivery.

SECTION 2.4. Funding . Each Lender may, if it so elects, fulfill its obligation to make or continue its Loan hereunder by causing a branch or Affiliate (or an international banking facility created by such Lender) other than that indicated next to its signature to this Agreement or, as the case may be, in the relevant Lender Assignment Agreement, 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; provided , further , that the Borrower shall not be required to pay any amount under Sections 4.2(c) , 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 the Lender not caused such branch or Affiliate (or international banking facility) to make or maintain such Loan.
ARTICLE III
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
SECTION 3.1. Repayments . a) Subject to Section 3.1 b) , the Borrower shall repay the Loan in the installments and on the dates set out in Exhibit A.

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b)
If, on the date of delivery of the Purchased Vessel, the outstanding principal amount of the Loan exceeds the US Dollar Maximum Loan Amount (as a result of a reduction in the Contract Price after the Final Disbursement Date and before the delivery of the Purchased Vessel), the Borrower shall repay the Loan in an amount equal to such excess within two (2) Business Days after the date of delivery of the Purchased Vessel. Any such partial prepayment shall be applied pro rata in satisfaction of the repayment installments of the Loan set out in Exhibit A.
c)
No such amounts repaid by the Borrower pursuant to this Section 3.1 may be reborrowed under the terms of this Agreement.
SECTION 3.2. Prepayment . The Borrower
a)
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 Loan; provided that:
i)
all such voluntary prepayments shall require (x) for prepayments on or after the Final Disbursement Date made prior to delivery of the Purchased Vessel in respect of the advance made on such Final Disbursement Date, at least two (2) Business Days’ prior written notice to the Facility Agent, and (y) for all other prepayments, at least 30 calendar days’ prior written notice, if all or any portion of the Loan is a Fixed Rate Loan, and at least five (5) Business Days’ (or, if such prepayment is to be made on the last day of an Interest Period for such Loan, four (4) Business Days’) prior written notice, if the Loan is a Floating Rate Loan, in each case to the Facility Agent; and
ii)
all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be appli ed in inverse order of maturity or ratably among all remaining installments, as the Borrower shall designate to the Facility Agent, in satisfaction of the repayment insta llments of the Loan set out in Exhibit A.
b)
Shall, immediately upon any acceleration of the repayment of the installments of the Loan pursuant to Section 8.2 or 8.3 or the mandatory prepayment of the Loan pursuant to Section 9.2 , repay the Loan.
Each prepayment of the Loan made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4 . No amounts prepaid by the Borrower may be reborrowed under the terms of this Agreement except as provided in Section 3.7 and the last paragraph of Section 9.1 (which follows Section 9.1.10 ).
SECTION 3.3. Interest Provisions . Interest on the outstanding principal amount of the Loan shall accrue and be payable in accordance with this Section 3.3 .
SECTION 3.3.1. Rates . The Loan shall accrue interest from the First Disbursement Date to the date of repayment or prepayment of the Loan in full to the Lenders at the Fixed Rate, subject to (i) any election made by the Borrower to elect

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the Floating Rate pursuant to Section 3.3.2 or (ii) any conversion of any portion of the Loan held by a Lender to a Floating Rate Loan upon the termination of the Interest Make-Up Agreement to which such Lender is a party in accordance with Section 3.3.3 . Interest calculated at the Fixed Rate or the Floating Rate shall be payable semi-annually in arrears on each Interest Payment Date and on the Repayment Dates set out in Exhibit A (for purposes of clarification, it being understood that if the Borrower exercises the Alternative Disbursement Option, the period of time between (x) the making of any advance after the First Disbursement Date and the next following Interest Payment Date and/or (y) the final Interest Payment Date and the immediately preceding Interest Payment Date may be less than six months, and that the reference period for the LIBO Rate for such advances during such periods shall be adjusted accordingly). The Loan 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 the Loan. All interest shall be calculated on the basis of the actual number of days elapsed over a year comprised of 360 days.
SECTION 3.3.2. Election of Floating Rate .
a)
By written notice to the Facility Agent delivered prior to the date that is not less than 61 days prior to the First Disbursement Date, the Borrower may elect, without incurring any liability to make any payments pursuant to Section 4.4 or to pay any other indemnity or compensation obligation, to pay interest on the Loan at the Floating Rate.
b)
By written notice to the Facility Agent delivered less than 61 days prior to the First Disbursement Date but not less than 30 days prior to the First Disbursement Date, the Borrower may elect, subject to Section 4.4 , to pay interest on the Loan at the Floating Rate.
c)
By written notice to the Facility Agent no later than 2:00 p.m. Frankfurt time 30 days prior to the end of an Interest Period, the Borrower may elect, subject to Section 4.4 , to pay interest on the Loan for the remainder of the term of the Loan at the Floating Rate, with effect from the end of that Interest Period.
d)
Any election made under any of Section 3.3.2.a) , Section 3.3.2.b) or Section 3.3.2.c) may only be made one time during the term of the Loan.
SECTION 3.3.3. Conversion to Floating Rate . If, during any Interest Period, the Interest Make-Up Agreement in effect with any Lender is terminated for any reason (other than as a result of the negligence or willful misconduct of such Lender), then the portion of the Loan held by such Lender shall convert to a Floating Rate Loan on the last day of such Interest Period, and the Borrower shall pay interest on such portion of the Loan at the Floating Rate on such portion for the remainder of the term of the Loan. The Borrower shall not incur any liability to make any payments pursuant to Section 4.4 or to pay any other indemnity or compensation obligation in connection with any such conversion. For the avoidance of doubt, Section 3.3.3 shall not apply as a result of any action by the Borrower, including the termination

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of Commitment, any voluntary or mandatory prepayment other than pursuant to Section 9.1.10 or Section 3.2(a)(i)(x) , as the case may be, acceleration of the Loan due to the occurrence of an Event of Default or an election by the Borrower pursuant to Section 3.3.2 .
SECTION 3.3.4. Post-Maturity Rates . After the date any principal amount of the Loan is due and payable (whether on any Repayment 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 Facility Agent to the Borrower (which certification shall be conclusive in the absence of manifest error) to be equal to (a) in the case of (i) principal of and interest on the Loan payable to each Option A Lender and (ii) interest on the Loan payable to each Option B Lender, the sum of the Floating Rate plus 3% per annum and (b) in the case of any other monetary Obligation, the sum of the Floating Rate plus 2% per annum.
SECTION 3.3.5. Payment Dates . Interest accrued on the Loan shall be payable, without duplication, on the earliest of:
a)
each Interest Payment Date;
b)
each Repayment Date;
c)
the date of any prepayment, in whole or in part, of principal outstanding on the Loan (but only on the principal so prepaid); and
d)
on that portion of the Loan the repayment of which is accelerated pursuant to Section 8.2 or Section 8.3 , immediately upon such acceleration.
SECTION 3.3.6. Interest Rate Determination; Replacement Reference Banks . The Facility Agent shall obtain from each Reference Bank timely information for the purpose of determining the LIBO Rate in the event that no offered quotation appears on Reuters LIBOR01 Page (or any successor page) and the LIBO Rate is to be determined by reference to quotations supplied by the Reference Banks. If any one or more of the Reference Banks shall fail to furnish in a timely manner such information to the Facility Agent for any such interest rate, the Facility Agent shall determine such interest rate on the basis of the information furnished by the remaining Reference Banks. If the Borrower elects to add an additional Reference Bank hereunder or a Reference Bank ceases for any reason to be able and willing to act as such, the Facility Agent shall, at the direction of the Required Lenders and after consultation with the Borrower and the Lenders, appoint a replacement for such Reference Bank reasonably acceptable to the Borrower, and such replaced Reference Bank shall cease to be a Reference Bank hereunder. The Facility Agent shall furnish to the Borrower and to the Lenders each determination of the LIBO Rate made by reference to quotations of interest rates furnished by Reference Banks.

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Interest accrued on the Loan or other monetary Obligations arising under this Agreement or any other Loan Document after the date such amount is due and payable (whether upon acceleration or otherwise) shall be payable upon demand.
SECTION 3.4. Commitment Fees . The Borrower agrees to pay to the Facility Agent for the account of each Lender a commitment fee (the “ Commitment Fee ”) on its daily unused portion of the Maximum Loan Amount (as such Maximum Loan Amount may be adjusted from time to time), for the period commencing on the Effective Date and continuing through the earliest of (i) the Final Disbursement Date, (ii) the date upon which the Facility Agent has provided the Borrower with written notice that the Lenders will not advance the Loan because the Commitments shall have been terminated pursuant to Section 8.2 or 8.3 , (iii) the Commitment Termination Date and (iv) the date the Commitments shall have been terminated pursuant to Section 2.2(b) . Should the Facility Agent provide the Borrower notice that the Lenders will not advance the Loan because Hermes has cancelled the Hermes Insurance Policy, the Commitment Fees paid by the Borrower for the account of each Lender shall be promptly refunded to the Borrower by such Lender.
SECTION 3.4.1. Payment . The Commitment Fee shall be payable by the Borrower to the Facility Agent for the account of each Lender in arrears on each Quarterly Payment Date, commencing with the first such date following the Effective Date and ending on the earliest to occur of (i) the Final Disbursement Date, (ii) the date the Lenders are no longer obligated to advance the Loan, (iii) the Commitment Termination Date and (iv) the date the Commitments shall have been terminated pursuant to Section 2.2(b) . The Commitment Fee shall be in the amount in EUR equal to the product of the Applicable Commitment Rate, multiplied by, for each day elapsed since the previous Quarterly Payment Date, the difference between the Maximum Loan Amount and the aggregate amount of all advances made on or prior to such day, divided by 360 days; provided that the Borrower may elect to pay the Commitment Fee on any Quarterly Payment Date in the Dollars by giving notice to the Facility Agent five (5) Business Days before such Quarterly Payment Date. If the Borrower elects to pay the Commitment Fee in Dollars, the exchange rate used to convert the fee from EUR to Dollars shall be the 10 A.M. midpoint market fixing for the conversion of EUR to Dollars set by the Federal Reserve Bank of New York two (2) Business Days prior to the relevant Quarterly Payment Date.
SECTION 3.5. CIRR Fees . The Borrower agrees to pay to the Facility Agent for the account of the CIRR Representative a fee of 0.01% per annum (the “ CIRR Fee ”) on the Maximum Loan Amount (as such Maximum Loan Amount may be adjusted from time to time), for the period commencing on August 14, 2011 and continuing until the earliest of (i) the date falling sixty (60) days prior to the First Disbursement Date, (ii) the date falling 30 days after the date on which the Borrower elects the Floating Rate pursuant to Section 3.3.2 or, as to any portion of the Loan converted to a Floating Rate Loan pursuant to Section 3.3.3 , the date on which such portion so converts to a Floating Rate Loan, (iii) the date upon which the Facility Agent has provided written notice to the Borrower that the Lenders

22



will not advance the Loan because the Commitments shall have been terminated pursuant to Section 8.2 or 8.3 and (iv) any other date on which the Commitments shall have been terminated.
SECTION 3.5.1. Payment . The CIRR Fee shall be payable by the Borrower in EUR quarterly in arrears from the date of commencement of the period described in Section 3.5 and, if applicable, on the earliest of (i) the date falling sixty (60) days prior to the First Disbursement Date, (ii) the date falling 30 days after the date on which the Borrower elects the Floating Rate pursuant to Section 3.3.2 or, as to any portion of the Loan converted to a Floating Rate Loan pursuant to Section 3.3.3 , the date on which such portion so converts to a Floating Rate Loan, (iii) the date upon which the Facility Agent has provided written notice to the Borrower that the Lenders will not advance the Loan because the Commitments shall have been terminated pursuant to Section 8.2 or 8.3 and (iv) any other date on which the Commitments shall have been terminated.
SECTION 3.6. Other Fees . The Borrower agrees to pay to the Facility Agent the agreed-upon fees set forth in the Fee Letters on the dates and in the amounts set forth therein.
SECTION 3.7. Temporary Repayment . If the proceeds of the Loan (or, if applicable, the balance of the Loan) have not been utilised directly or indirectly to pay for delivery of the Purchased Vessel within 15 days after the initial Final Disbursement Date and have been deposited in accordance with Section 4.12 , the Borrower may, by notice to the Facility Agent in accordance with Section 3.2(a) and specifying that such prepayment may be reborrowed under this Agreement, prepay the Loan together with accrued interest on the Loan so prepaid. If the Purchased Vessel is subsequently delivered, the Borrower shall be permitted to submit one additional Loan Request in accordance with Section 2.3 to reborrow the Loan previously prepaid under this Section; provided , however , that the date of funding of any such reborrowed Loan shall not be later than 28 July 2015 and provided , further , that such date of funding shall be the Final Disbursement Date for all purposes hereunder with respect to such reborrowed Loan. Prepayment of the Loan made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4 .
ARTICLE IV
CERTAIN LIBO RATE AND OTHER PROVISIONS
SECTION 4.1. LIBO Rate Lending Unlawful . If after the Effective Date 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 the Loan bearing interest at a rate based on the LIBO Rate, the obligation of such Lender to make, continue or maintain its Loan bearing interest at a rate based on the LIBO Rate shall, upon notice thereof to the Borrower, the Facility 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 its Loan hereunder shall be

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automatically converted into an obligation to make, continue and maintain the Loan bearing interest at a rate to be negotiated between such Lender and the Borrower that is the equivalent of the sum of the LIBO Rate for the relevant Interest Period plus the Floating Rate Margin.
SECTION 4.2. Deposits Unavailable . If, on or after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 or if any Lender shall have entered into an Option B Interest Make-Up Agreement (an “ Option B Lender ”), the Facility Agent shall have determined that:
a)
Dollar deposits in the relevant amount and for the relevant Interest Period are not available to each Reference Bank in its relevant market, or
b)
by reason of circumstances affecting the Reference Banks’ relevant markets, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, or
c)
the cost to Option B Lenders that in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Loan then held by Option B Lenders, if any Lender shall have entered into an Option B Interest Make-Up Agreement, of obtaining matching deposits in the relevant interbank market for the relevant Interest Period would be in excess of the LIBO Rate ( provided , that no Option B Lender may exercise its rights pursuant to this Section 4.2.c) for amounts up to the difference between such Option B Lender’s cost of obtaining matching deposits on the date such Option B Lender becomes a Lender hereunder less the LIBO Rate on such date),
then the Facility 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 Facility 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 Facility Agent are unable to agree upon an interest rate (or rates) and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Reuters’ pages KLIEMMM, GARBIC01 or FINA01 on Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the cost to the Option B Lenders of funding the portion of the Loan held by such Option B Lenders and (y) such weighted average). The Facility Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination Notice setting forth such rate. In the event that the circumstances described in this Section 4.2 shall extend beyond

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the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.
SECTION 4.3. Increased LIBO Rate Loan Costs, etc. If after the Effective Date 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 including, without limitation, any agency of the European Union or similar monetary or multinational 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 portion of the 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 any 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 increased capital costs described in Section 4.5 and 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 portion of the Loan or any part thereof,
and the result of any of the foregoing is either (i) to increase the cost to such Lender of making the Loan or maintaining the 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 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) such Lender shall (through the Facility 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 such demand pay to the Facility Agent for the

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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 such 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 .
SECTION 4.4.1. Indemnity . In the event any Lender shall incur any loss or expense (for the avoidance of doubt excluding loss of profit in the event the Borrower has elected the Floating Rate pursuant to Section 3.3.2 ), by reason of the liquidation or reemployment (at not less than the market rate) of deposits or other funds acquired by such Lender, to make, continue or maintain any portion of the principal amount of the Loan as a result of:
i)
if at the time interest is calculated at the Floating Rate, any conversion or repayment or prepayment or acceleration of the principal amount of the Loan on a date other than the scheduled last day of an Interest Period or otherwise scheduled date for repayment or payment (including payments made in accordance with Section 3.1(b) ;
ii)
if at the time interest is calculated at the Fixed Rate, any repayment or prepayment or acceleration of the principal amount of the Loan, other than any repayment made on the date scheduled for such repayment;
iii)
an election by the Borrower of the Floating Rate in accordance with Section 3.3.2.b) or Section 3.3.2.c) ;
iv)
a reduction or termination of the Commitments by the Borrower pursuant to Section 2.2.b)(ii) ; or

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v)
the Loan not being made in accordance with the Loan 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,
(a “ Funding Losses Event ”) then, upon the written notice of such Lender to the Borrower (with a copy to the Facility Agent), the Borrower shall, within five (5) Business Days of its receipt thereof:
a.
if at that time interest is calculated at the Floating Rate, pay directly to the Facility Agent an amount (the “ Floating Rate Indemnity Amount ”) equal to the amount by which:
(i)
interest calculated at the Floating Rate which a Lender would have received on its share of the amount of the Loan subject to such Funding Losses Event for the period from the date of receipt of any part of its share in the Loan to the last day of the applicable Interest Period,
exceeds:
(ii)
the amount which a Lender would be able to obtain by placing an amount equal to the amount received by it on deposit with a leading bank in the appropriate interbank market for a period starting on the Business Day following receipt and ending on the last day of the applicable Interest Period.
b.
if at that time interest is calculated at the Fixed Rate, pay to the Facility Agent for the account of such Lender the sum of:
(A)
an amount equal to the amount by which:
(i)
interest calculated at the Fixed Rate which a Lender would have received on its share of the amount of the Loan subject to such Funding Losses Event for the period from the date of receipt of any part of its share of the Loan to the final scheduled date for the repayment of Loan in full pursuant to Section 3.1 ,
exceeds:
(ii)
the amount by which a Lender would be able to obtain by placing an equal amount to the amount received by it on deposit and receiving interest equal to the money market rate then applicable to Dollars on the Reuters page “ICAP1” (the “ Reinvestment Rate ”),
such amount to be discounted to present value at the Reinvestment Rate; and

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(B)
if such Lender has entered into an Option B Interest Make-up Agreement, an amount equal to the Floating Rate Indemnity Amount.
Such written notice shall include calculations in reasonable detail setting forth the loss or expense to such Lender.
SECTION 4.5. Increased Capital Costs . If after the Effective Date 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 Loan 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.

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SECTION 4.6. Taxes . All payments by the Borrower of principal of, and interest on, the Loan 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 taxes on 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, and any taxes imposed under FATCA (such non-excluded items being called “ Covered Taxes ”). In the event that any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Covered 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 Facility Agent an official receipt or other documentation satisfactory to the Facility Agent evidencing such payment to such authority; and
c.
pay to the Facility 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 Covered Taxes are directly asserted against the Facility Agent or any Lender with respect to any payment received or paid by the Facility Agent or such Lender hereunder, the Facility Agent or such Lender may pay such Covered 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 Covered Taxes (including any Covered Taxes on such additional amount) shall equal the amount such person would have received had no such Covered Taxes been asserted.
Any Lender claiming any additional amounts payable pursuant to this Section 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 Lender, be otherwise disadvantageous to such Lender.
If the Borrower fails to pay any Covered Taxes when due to the appropriate taxing authority or fails to remit to the Facility 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 Covered Taxes, interest or penalties that may become payable by any Lender as a result of any such failure (so long as such amount did not become

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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 Covered Taxes). For purposes of this Section 4.6 , a distribution hereunder by the Facility 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 Covered 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, 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 refund, credit, deduction or reduction as such Lender reasonably determines is allocable to such Covered 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) agrees with the Borrower and the Facility Agent that it will (i) in the case of a Lender or a Participant organized under the laws of a jurisdiction other than the United States (a) provide to the Facility 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, an Internal Revenue Service Form W-8BEN claiming the benefits of a tax treaty, 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), in each case attached to an Internal Revenue Service Form W-8IMY, if appropriate, (b) notify the Facility 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 and (c) provide such other tax forms or other documents as shall be prescribed by applicable law, if any, or as otherwise reasonably requested, to demonstrate, to the extent applicable, that payments to such Lender Party (or Participant) hereunder are exempt from withholding under FATCA, and (ii) in all cases, provide such forms, certificates or other documents, as and when reasonably requested by the Borrower, necessary to claim any applicable exemption from, or reduction of, Covered Taxes or any payments made to or for benefit of such Lender Party or such Participant, provided that the Lender Party or Participant is legally able to deliver such forms, certificates or other documents. For any period with respect to which a Lender (or assignee 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 (which, in the case of an Assignee Lender, would be the date on which the original assignor was required to provide such form) or if such form otherwise is not required hereunder) such Lender (or assignee Lender or Participant) shall not be entitled to the benefits of this Section 4.6 with respect to Covered Taxes imposed by reason of such failure.

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SECTION 4.7. Reserve Costs . Without in any way limiting the Borrower’s obligations under Section 4.3 , the Borrower shall, on and after the date the Borrower elects the Floating Rate pursuant to Section 3.3.2 , pay to the Facility Agent for the account of 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 the Loan for each day during such Interest Period:
(i)    the principal amount of the 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 the Loan for such Interest Period as provided in this Agreement (less, if applicable, the Floating Rate 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.
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. Payments, Computations, etc. a. Unless otherwise expressly provided, all payments by the Borrower pursuant to this Agreement or any other Loan Document shall be made by the Borrower to the Facility Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments required to be made to the Facility Agent shall be made, without set-off, 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 Facility 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 Lenders on the next succeeding Business Day.
b.
(i) Each Option A Lender hereby instructs the Facility Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank less (x) the margin for Fixed Rate Loans of 1.10% and (y) the

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CIRR administrative fee of 0.20% if interest on the Loan made by that Lender is then calculated at the Fixed Rate and less the Floating Rate Margin if interest on that Loan is then calculated at the Floating Rate.
(ii)    Each Option B Lender hereby instructs the Facility Agent, with respect to any portion of the Loan held by such Option B Lender, to pay to the CIRR Representative interest thereon at the Fixed Rate, if interest on such portion of the Loan is then calculated at the Fixed Rate, and to pay directly to such Lender interest thereon at the Floating Rate, if interest on such portion of the Loan is then calculated at the Floating Rate.
c.
The Facility Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender its share, if any, of such payments received by the Facility Agent for the account of such Lender without any set-off, 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 (a) 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 4.9. Replacement Lenders, etc. If the Borrower shall be required to make any payment to any Lender pursuant to Section 4.2(c) , 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 Lenders Commitment (where upon the Percentage of each other Lender shall automatically be adjusted to an amount equal to such Lender’s ratable share of the remaining Commitments), (b) prepay the affected portion of such Lender’s Loans in full, together with accrued interest thereon through the date of such prepayment ( provided that the Borrower shall not terminate any Lender’s Commitment pursuant to clause (a) or 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 Facility Agent shall have attempted in good faith to replace such Lender), and/or (c) replace such Lender with another financial institution reasonably acceptable to the Facility Agent (which replacement Lender shall meet the criteria set out in Section 2.1 of the Terms and Conditions), 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

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received one or more payments from either the Borrower or one or more Assignee Lenders in an aggregate amount at least equal to the aggregate outstanding 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 4.10. Sharing of Payments a.    . If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise) on account of the Loan (other than pursuant to the terms of Sections 4.2(c) , 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 the Loan 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 4.11 ) 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 set-off 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. Set-off . Upon the occurrence and during the continuance of an Event of Default or a Prepayment Event, each Lender 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; provided that any such appropriation and application shall be subject to the provisions of Section 4.10 . Each Lender agrees promptly to notify the Borrower and the Facility Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this

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Section are in addition to other rights and remedies (including other rights of set-off under applicable law or otherwise) which such Lender may have.
SECTION 4.12. Use of Proceeds . a, The Borrower shall apply the proceeds of the Loan in accordance with Recital (C) and, in relation to the Final Disbursement Date, prior to such application, such proceeds shall be held in the Pledged Account; without limiting the foregoing, no proceeds of the 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. If the proceeds of the Loan (or, if applicable, the balance of the Loan) have not been paid to the Builder or its order or to the Facility Agent (directly or indirectly) in prepayment of the Loan under Sections 3.2(a) or 3.7 by 9:59 p.m. (London time) on the second Business Day after the Final Disbursement Date, such proceeds shall continue to be pledged by the Borrower upon receipt in accordance with clause 2.3(d) as collateral pursuant to the Pledge Agreement. On or prior to the date that is 15 days after the initial Final Disbursement Date, the Borrower shall notify the Facility Agent whether the proceeds of the Loan are to be returned to the Facility Agent as prepayment in accordance with Section 3.7 or to be held as cash collateral until the earlier of (i) disbursement to the Builder and (ii) prepayment of the Loan pursuant to Sections 3.2(a) or 9.2 .
b.    If the Borrower wishes to elect the Alternative Disbursement Option pursuant to Section 2.3(b), the proceeds of the Loan to be made available on the Final Disbursement Date pursuant to that election shall be required to be paid and applied in the same way as the advance of the Loan is to be paid and applied on the Final Disbursement Date had the Alternative Disbursement Option not been exercised.

ARTICLE V

CONDITIONS TO BORROWING
SECTION 5.1. Initial Advance of the Loan . The obligation of the Lenders to fund all or any portion of the Loan on the First Disbursement Date shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 5.1 on or prior to the First Disbursement Date. The Facility Agent shall advise the Lenders of the satisfaction of the conditions precedent set forth in this Section 5.1 prior to funding on the First Disbursement Date.
SECTION 5.1.1. Resolutions, etc . The Facility Agent shall have received from the Borrower:
(a) a certificate 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:

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(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 the Lenders may conclusively rely until it shall have received a further certificate of the Secretary or Assistant 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. Opinions of Counsel . The Facility Agent shall have received opinions, addressed to the Facility Agent and each Lender from:
a.
Watson, Farley & Williams (New York) LLP, counsel to the Borrower, as to Liberian Law, covering the matters set forth in Exhibit D-1 hereto;
b.
Norton Rose LLP, counsel to the Facility Agent, covering the matters set forth in Exhibit D-2 hereto; and
c.
Clifford Chance US LLP, United States tax counsel to the Lenders, covering the matters set forth in Exhibit D-3 hereto,
each such opinion to be updated to take into account all relevant and applicable Loan Documents at the time of issue thereof.
SECTION 5.1.3. Hermes Insurance Policy . The Facility Agent or the Hermes Agent shall have received the Hermes Insurance Policy duly issued.
SECTION 5.1.4. CIRR requirements .
The Borrower acknowledges that:
(i)
the government of the Federal Republic of Germany, the Federal Audit Court or any authorized representatives specified by these bodies shall be authorized at any time to inspect and make or demand copies of the records, accounts, documents and other deeds of the Lenders;
(ii)
in the course of its activity as the Facility Agent, the Facility Agent may:
(a)
provide the government of the Federal Republic of Germany with information concerning the transactions to be handled by it; and

35



(b)
disclose information concerning the subsidized transaction in the context of internationally agreed consultation/notification proceedings and statutory specifications,
including information received from the Lenders; and
(iii)
the Facility Agent and (to the extent the Lenders have entered into an Option A Refinancing Agreement with the Refinancing Bank) the Lenders are entitled to disclose to the Refinancing Bank:
(a)
circumstances pertaining to the Loan, proper repayment and collateralization;
(b)
extraordinary events which may jeopardize the proper servicing of the Loan;
(c)
any information required by the Refinancing Bank with respect to the proper use of any refinancing funds granted to the respective Lender; and
(d)
the Loan Documents;
provided that the Refinancing Bank agrees to keep such information confidential to the same extent required of Lenders pursuant to Section 11.15 .
SECTION 5.2. Advance of the Loan . The obligation of the Lenders to fund all or any portion of the Loan on the occasion of any funding of the Loan (including the funding on the First Disbursement Date or pursuant to a reborrowing under Section 3.7 except as expressly provided for in Section 5.2.6) shall be subject to the satisfaction of each of the conditions precedent set forth in this Section 5.2 on or prior to the date of such funding. The Facility Agent shall advise the Lenders of the satisfaction of the conditions precedent set forth in this Section 5.2 prior to any such funding.
SECTION 5.2.1. Closing Fees, Expenses, etc . The Facility 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 Facility Agent (whether for its own account or for the account of any of the Lenders) that are due and owing as of the date of such funding and all invoiced expenses of the Facility Agent (including the agreed fees and expenses of counsel to the Facility Agent and the Hermes Fees) required to be paid by the Borrower pursuant to Section 11.3 or that the Borrower has otherwise agreed in writing to pay to the Facility Agent, in each case on or prior to the date of such funding.

36



SECTION 5.2.2. Compliance with Warranties, No Default, etc . Both before and after giving effect to the funding of all or any portion of the Loan the following statements shall be true and correct:
a.
the representations and warranties set forth in Article VI (excluding, however, those set forth in Section 6.10) shall be 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, 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 5.2.3. Loan Request . The Facility Agent shall have received a Loan Request duly executed by the Borrower.
SECTION 5.2.4. Hermes Insurance Policy . Hermes shall not have, prior to funding the Loan, delivered to the Facility Agent or the Hermes Agent any notice that the Federal Republic of Germany has determined that the Loan is excluded from cover under the Hermes Insurance Policy.
SECTION 5.2.5. Foreign Exchange Counterparty Confirmations . The Facility Agent shall have received a copy of each foreign exchange counterparty confirmation entered into by the Borrower in respect of a payment of any installment of the Contract Price.
SECTION 5.2.6. Pledge Agreement. The Pledge Agreement shall be duly executed by the parties thereto and delivered to the Facility Agent on or prior to the Final Disbursement Date.
SECTION 5.2.7. Opinion of Counsel. The Facility Agent shall have received from Norton Rose LLP, counsel to the Facility Agent as to German law, an opinion addressed to the Facility Agent and each Lender substantially in the form of Exhibit H hereto.
SECTION 5.3. Advance of the Loan on the Final Disbursement Date SECTION 5.4. . If the Borrower has used the Alternative Disbursement Option to finance any installment of the Contract Price, the obligation of the Lenders to fund all or any portion of the Loan on the Final Disbursement Date shall be subject to the receipt by the Facility Agent of a certificate of the Borrower that its expected liquidity position on the Contractual Delivery Date will, in the Borrower’s judgment, permit the Borrower to pay the portion of the final installment of the Contract Price due on the Contractual Delivery Date that will not be funded with the proceeds of the advance made on the Final Disbursement Date. The Facility Agent shall advise the Lenders of the satisfaction of this condition precedent prior to any such funding.

37



ARTICLE VI
REPRESENTATIONS AND WARRANTIES
To induce the Lenders and the Facility Agent to enter into this Agreement and to make the Loan hereunder, the Borrower represents and warrants to the Facility Agent and each Lender as set forth in this Article VI as of the Effective Date, the First Disbursement Date and the date of each additional advance of any portion of the Loan after the First Disbursement Date (except as otherwise stated).
SECTION 6.1. Organization, etc . The Borrower 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 except as would not reasonably be expected to result in a Material Adverse Effect;
c.
contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect;
d.
contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or
e.
result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties except as would not reasonably be expected to result in a Material Adverse Effect.
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 First Disbursement Date or that have been obtained or actions not required to be taken on or prior to the First Disbursement Date or that have been taken). The Borrower holds all governmental licenses, permits and other approvals required to conduct its business as conducted by it on the First

38



Disbursement 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 Laws .  
a.
The Borrower is in compliance with all applicable laws, rules, regulations and orders, except to the extent that the failure to so comply does not and would not reasonably be expected to have a Material Adverse Effect.
b.
The Borrower has implemented and maintains in effect policies and procedures designed to procure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Borrower and its Subsidiaries and, to the knowledge of the Borrower, their respective officers, employees, directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions, in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person.  None of (i) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees, or (ii) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
c.
The Borrower 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 the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles.
SECTION 6.6. No Default, Event of Default or Prepayment Event . No Default, Event of Default or Prepayment Event has occurred and is continuing.
SECTION 6.7. Litigation . There is no action, suit, litigation, investigation or proceeding pending or, to the knowledge of the Borrower, threatened against the Borrower, that (i) except as set forth in filings made by the Borrower with the SEC in the Borrower’s reasonable opinion might reasonably be expected to materially adversely affect the business, operations or financial condition of the Borrower and its 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 6.8. The Purchased Vessel . Immediately following the delivery of the Purchased Vessel to the Borrower under the Construction Contract, the Purchased Vessel will be:

39



a.
legally and beneficially owned by the Borrower or one of the Borrower’s wholly owned Subsidiaries,
b.
registered in the name of the Borrower or one of the Borrower’s wholly owned Subsidiaries under the Bahamian or Maltese flag or such other flag as the parties may mutually agree,
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.
exclusively operated by or chartered to the Borrower or one of the Borrower’s wholly owned Subsidiaries except as otherwise permitted pursuant to Section 7.1.4 .
SECTION 6.9. 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 other than Indebtedness preferred as a matter of law.
SECTION 6.10. Withholding, etc. . As of the date hereof, 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 6.11. 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 other Loan Documents (except for filings, recordings, registrations or payments not required to be made on or prior to the First Disbursement Date or that have been made).
SECTION 6.12. 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 jurisdiction, judgment, attachment, set-off, execution, legal process or remedy would otherwise be permitted or exist).
SECTION 6.13. 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 6.14. 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 the Loan 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

40



U or any regulations substituted therefor, as from time to time in effect, are used in this Section with such meanings.
SECTION 6.15. Accuracy of Information . The financial and other information (other than financial projections or other forward looking information) furnished to the Facility 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, if any, that have been furnished to the Facility 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 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 Facility 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 Facility Agent and each Lender that, from the Effective Date 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 Facility Agent (with sufficient copies for distribution to each Lender) the following financial statements, reports, notices and information:
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 SEC 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 SEC 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

41



loss statement) and audited by PricewaterhouseCoopers LLP 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 Facility 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 the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole;
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 SEC 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 Facility Agent may from time to time reasonably request;
provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at http://www.rclinvestor.com or the SEC’s website at http://www.sec.gov .
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 Agreement and the other Loan Documents and (b) the operation of the Purchased Vessel in compliance with all applicable laws, except, in each case, 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.

42



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 the Borrower, 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;
d.
compliance with all applicable Environmental Laws;
e.
compliance with all anti-money laundering laws and Anti-Corruption Laws applicable to the Borrower, including by not making or causing to be made any offer, gift or payment, consideration or benefit of any kind to anyone, either directly or indirectly, as an inducement or reward for the performance of any of the transactions contemplated by this Agreement to the extent the same would be in contravention of such applicable laws; and
f.
the Borrower will maintain in effect policies and procedures designed to procure compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions.
SECTION 7.1.4. The Purchased Vessel . The Borrower will:
a.
cause the Purchased Vessel to be exclusively operated by or chartered to the Borrower or one of the Borrower’s wholly owned Subsidiaries, provided that the Borrower or such Subsidiary may charter out the Purchased Vessel (i) to entities other than the Borrower and the Borrower’s wholly owned Subsidiaries and (ii) on a time charter with a stated duration not in excess of one year;
b.
cause the Purchased Vessel to be kept in such condition as will entitle her to classification by a classification society of recognized standing;
c.
upon delivery of the Purchased Vessel, provide the following to the Facility Agent with respect to the Purchased Vessel:
(i)    evidence as to the ownership of the Purchased Vessel by the Borrower or one of the Borrower’s wholly owned Subsidiaries;

43



(ii)    evidence of no recorded Liens on the Purchased Vessel, other than Liens permitted pursuant to Section 7.2.3 ; and
(iii)    a copy of the final commercial invoice in respect of the Purchased Vessel as provided by the Builder, certified as a true and complete copy by an Authorized Officer of the Borrower; and
d.
within seven days after delivery of the Purchased Vessel, provide the following to the Facility Agent with respect to the Purchased Vessel:
(i)    evidence of the class of the Purchased Vessel; and
(ii)    evidence as to all required insurance being in effect with respect to the Purchased Vessel.
SECTION 7.1.5. Insurance . The Borrower will maintain or cause to be maintained with responsible insurance companies insurance with respect to the Purchased Vessel against such casualties, third-party liabilities and contingencies and in such amounts, in each case, 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 Facility Agent, furnish to the Facility 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 certifying as to compliance with this Section.
SECTION 7.1.6. Books and Records . The Borrower will keep books and records that accurately reflect all of its business affairs and transactions and permit the Facility Agent and each Lender or any of their respective representatives, at reasonable times and intervals and upon reasonable prior notice, 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 7.1.7. Hermes Insurance Policy/Federal Republic of Germany Requirement . The Borrower shall, on the reasonable request of the Hermes Agent or the Facility Agent, provide such other information as required under the Hermes Insurance Policy and/or the Terms and Conditions as necessary to enable the Hermes Agent or the Facility Agent to obtain the full support of Hermes and/or the government of the Federal Republic of Germany (as the case may be) pursuant to the Hermes Insurance Policy and/or the Terms and Conditions (as the case may be). The Borrower must pay to the Hermes Agent or the Facility Agent the amount of all reasonable costs and expenses reasonably incurred by the Hermes Agent or the Facility Agent in connection with complying with a request by Hermes or the government of the Federal Republic of Germany (as the case may be) for any additional information necessary or desirable in connection with the Hermes

44



Insurance Policy or the Terms and Conditions (as the case may be); provided that the Borrower is consulted before the Hermes Agent or the CIRR Representative incurs any such cost or expense.
SECTION 7.2. Negative Covenants . The Borrower agrees with the Facility Agent and each Lender that, from the Effective Date 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 principal 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 ;
b.
Indebtedness owing to the Borrower or a wholly owned direct or indirect Subsidiary of the Borrower;
c.
Indebtedness incurred to finance, refinance or refund the cost (including the cost of construction) of assets acquired after the Effective Date;
d.
Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted under Section 7.2.2(a) and permitted to be secured under Section 7.2.3(c) , at any one time outstanding not exceeding the greater of (determined at the time of creation of such Lien or the incurrence by any Existing Principal Subsidiary of such Indebtedness, as applicable) (x) 5.0% 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 and (y) $735,000,000;
e.
[RESERVED]; and
f.
obligations in respect of Hedging Instruments entered into for the purpose of managing interest rate, foreign currency exchange or commodity exposure risk and not for speculative purposes.
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.
[RESERVED];

45



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;
c.
in addition to other Liens permitted under this Section 7.2.3 , Liens securing Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted under Section 7.2.2(d) , at any one time outstanding not exceeding the greater of (determined at the time of creation of such Lien or the incurrence by any Existing Principal Subsidiary of such indebtedness, as applicable) (x) 5.0% 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 and (y) $735,000,000, 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;

46



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;
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;
m.
normal and customary rights of set-off upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights in favor of banks or other depository institutions;
n.
Liens in respect of rights of set-off, recoupment and holdback in favor of credit card processors securing obligations in connection with credit card processing services incurred in the ordinary course of business; and
o.
Liens on cash or Cash Equivalents securing obligations in respect of Hedging Instruments permitted under Section 7.2.2(f) or securing letters of credit that support such obligations.
SECTION 7.2.4. Financial Condition . The Borrower will not permit:

47



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, 2007 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
a.
the Borrower or any direct or indirect wholly owned Subsidiary of the Borrower; and
b.
other Investments by the Principal Subsidiaries in an aggregate amount not to exceed $100,000,000 at any time outstanding.
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 (i) 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 or (ii) merge with and into another Person in connection with a sale or other disposition permitted by Section 7.2.7 ; and
b.
so long as no Event of 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 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

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assumed in a writing, delivered to the Facility 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 at the time of any such sale:
(i)    the aggregate net book value of all such assets sold during each fiscal year does not exceed an amount equal to the greater of (x) 12.5% of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (y) $675,000,000; and
(ii)    to the extent any asset has a fair market value in excess of $250,000,000 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;
d.
[RESERVED];
e.
sales of other assets in the ordinary course of business; and
f.
sales of assets between or among the Borrower and Subsidiaries of the Borrower.
SECTION 7.3. Limitation in respect of Certain Representations, Warranties and Covenants. The representations and warranties and covenants given in Section 6.4(b) and 7.1.3(f) , respectively, shall only be given, and be applicable to, a Lender incorporated in the Federal Republic of Germany insofar as the giving of and compliance with such representations and warranties do not result in a violation of or conflict with section 7 of the German Foreign Trade Regulation ( Außenwirtschaftsverordnung ) (in conjunction with section 4 paragraph 1 a no.3 foreign trade law (AWG) ( Außenwirtschaftsgesetz )), any provision of Council Regulation (EC) 2271/1996 or any similar applicable anti-boycott law or regulation.
ARTICLE VIII
EVENTS OF DEFAULT

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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 the Loan or any Commitment Fee, or the Borrower shall default in the payment of any fee due and payable under the Fee Letter, provided that, in the case of any default in the payment of any interest on the Loan or of any Commitment Fee, such default shall continue unremedied for a period of at least two (2) Business Days after notice thereof shall have been given to the Borrower by the Facility Agent; and provided further that, in the case of any default in the payment of any fee due and payable under the Fee Letter, 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 Facility 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 in any material respect when made.
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 the obligations referred to in Section 8.1.1 ) and such default shall continue unremedied for a period of five days after notice thereof shall have been given to the Borrower by the Facility 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 . (a) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness hereunder or with respect to Hedging Instruments) 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; (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after

50



applicable grace periods; (c) 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 (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); or (d) 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 thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness). 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. 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 60 days, provided that in the case of such an event in respect of the Borrower, the Borrower hereby expressly authorizes the Facility Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-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 entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower

51



hereby expressly authorizes the Facility Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-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 8.2. Action if Bankruptcy . If any Event of Default described in clauses (b) through (d) of Section 8.1.5 shall occur with respect to the Borrower, the Commitments (if not theretofore terminated) shall automatically terminate and the outstanding principal amount of the Loan 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 8.1.5 with respect to the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Facility Agent, upon the direction of the Required Lenders, shall by notice to the Borrower declare all of the outstanding principal amount of the Loan 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 the Loan 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 of Control . There occurs any Change of Control.
SECTION 9.1.2. [RESERVED] .
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-1 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 the Facility Agent.
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.

52



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 Sections 4.12 or 7.2.4 .
SECTION 9.1.6. Judgments . Any judgment or order for the payment of money in excess of $100,000,000 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 (5) Business Days after the commencement of such enforcement proceedings; or
b.
there shall be any period of 30 consecutive 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. . The Purchased Vessel shall be condemned or otherwise taken under color of law or requisitioned and the same shall continue unremedied for at least 20 days, unless such condemnation or other taking would not have a Material Adverse Effect.
SECTION 9.1.8. Arrest . The Purchased Vessel 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 9.1.9. Sale/Disposal of the Purchased Vessel . The Purchased Vessel is sold to a company which is not the Borrower or any other Subsidiary of the Borrower (other than for the purpose of a lease back to the Borrower or any other Subsidiary of the Borrower).
SECTION 9.1.10. Delayed Delivery of the Purchased Vessel . If, (a) within 15 days after the Final Disbursement Date, the Loan has not been utilized to pay for delivery of the Purchased Vessel, unless (i) the Loan has been returned to the Facility Agent as prepayment in accordance with Section 3.2(a) or 3.7 or (ii) the proceeds of the Loan have been deposited to the Pledged Account in accordance with Section 4.12 or (b) within 10 days after any other advance, the proceeds of such advance have not been utilized to pay the relevant instalment payment.
SECTION 9.1.11. Termination of the Construction Contract . If the Construction Contract is terminated in accordance with its terms or by other lawful means prior to delivery of the Purchased Vessel and the parties thereto do not reach an agreement to reinstate the Construction Contract within 30 days after such termination.

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Notwithstanding anything else contained in this Agreement, if, prior to delivery of the Purchased Vessel, the Borrower makes a Mandatory Prepayment pursuant to Section 9.2 as a result of Section 9.1.10 or a voluntary prepayment pursuant to Section 3.2(a) and the Purchased Vessel is delivered prior to the Commitment Termination Date, the Borrower shall be entitled to make an additional Loan Request prior to the Commitment Termination Date as if the funds had not been previously advanced. Payment of the Loan made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4 .
SECTION 9.2. Mandatory Prepayment . If any Prepayment Event shall occur and be continuing, the Facility 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 Loan and all other Obligations or, in the case of a Prepayment Event under Section 9.1.10 , all principal of and interest on the relevant advance (and, in such event, the Borrower agrees to so pay the full unpaid amount of the Loan or the full unpaid amount of the relevant advance, as the case may be, and all accrued and unpaid interest thereon and all other Obligations) and (b) except in the case of a Prepayment Event under Section 9.1.10 , terminate the Commitments (if not theretofore terminated).
ARTICLE X
THE FACILITY AGENT AND THE HERMES AGENT
SECTION 10.1. Actions . Each Lender hereby appoints KfW IPEX, as Facility Agent and as Hermes Agent, as its agent under and for purposes of this Agreement and each other Loan Document (for purposes of this Article X , the Facility Agent and the Hermes Agent are referred to collectively as the “ Agents ”). Each Lender authorizes the Agents to act on behalf of such Lender under this Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agents (with respect to which each Agent agrees that it will comply, except as otherwise provided in this Section 10.1 or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Neither Agent shall be obliged to act on the instructions of any Lender or the Required Lenders if to do so would, in the opinion of such Agent, be contrary to any provision of this Agreement or any other Loan Document or to any law, or would expose such Agent to any actual or potential liability to any third party.
SECTION 10.2. Indemnity . Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each 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, such Agent in any way relating to or arising out of this Agreement and any other Loan Document or any action taken or omitted by such Agent under this Agreement 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

54



expenses which have resulted from such Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse each Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such 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 such 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 any Agent, any Lender or a third party. Neither Agent shall be required to take any action hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement 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 an Agent shall be or become, in such Agent’s determination, inadequate, such 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 10.3. Funding Reliance, etc . Each Lender shall notify the Facility Agent by 4:00 p.m., Frankfurt time, one day prior to the advance of the Loan if it is not able to fund the following day. Unless the Facility Agent shall have been notified by telephone, confirmed in writing, by any Lender by 4:00 p.m., Frankfurt time, on the day prior to the advance of the Loan that such Lender will not make available the amount which would constitute its Percentage of the Loan on the date specified therefor, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent and, in reliance upon such assumption, may, but shall not be obliged to, 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 Facility Agent, such Lender and the Borrower severally agree to repay the Facility Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Facility Agent made such amount available to the Borrower to the date such amount is repaid to the Facility Agent, at the interest rate applicable at the time to the Loan without premium or penalty.
SECTION 10.4. Exculpation . Neither of the Agents nor any of their respective 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, each Agent (i) 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, (ii) 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, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the

55



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, (iv) 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, (v) 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, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with any Loan Document.
SECTION 10.5. Successor . The Facility 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 Facility Agent has been appointed as provided in this Section 10.5 and such successor Facility Agent has accepted such appointment. If the Facility Agent at 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 the Facility Agent which shall thereupon become such Facility Agent’s successor hereunder ( provided that 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 or delayed) offer to each of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Facility Agent). If no successor Facility Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the Facility Agent’s giving notice of resignation, then the Facility Agent may, on behalf of the Lenders, appoint a successor Facility Agent, which shall be one of the Lenders or a commercial banking institution having a combined capital and surplus of at least $1,000,000,000 (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 Facility Agent hereunder by a successor Facility Agent, such successor Facility Agent shall be entitled to receive from the resigning Facility Agent such documents of transfer and assignment as such successor Facility Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the resigning Facility Agent, and the resigning Facility Agent shall be discharged from its duties and obligations under this Agreement. After any resigning Facility Agent’s resignation hereunder as the Facility Agent, the provisions of:

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(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 Facility 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 the Facility Agent assigns its Loan to one of its Affiliates, such Facility Agent may, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed) assign its rights and obligations as Facility Agent to such Affiliate.
SECTION 10.6. Loans by the Facility Agent . The Facility Agent shall have the same rights and powers with respect to the Loan made by it or any of its Affiliates. The Facility Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as if the Facility Agent were not the Facility Agent hereunder and without any duty to account therefor to the Lenders. The Facility Agent shall have no 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 the Facility Agent.
SECTION 10.7. Credit Decisions . Each Lender acknowledges that it has, independently of each 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 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 each 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 10.8. Copies, etc . Each Agent shall give prompt notice to each Lender of each notice or request required or permitted to be given to such Agent by the Borrower pursuant to the terms of this Agreement (unless concurrently delivered to the Lenders by the Borrower). Each Agent will distribute to each Lender each document or instrument received for its account and copies of all other communications received by such Agent from the Borrower for distribution to the Lenders by such Agent in accordance with the terms of this Agreement.
SECTION 10.9. The Agents’ Rights . Each Agent may (i) assume that all representations or warranties made or deemed repeated by the Borrower in or pursuant to this Agreement or any Loan Document are true and complete, unless, in its capacity as the Facility Agent, it has acquired actual knowledge to the contrary, (ii) assume that no Default has occurred unless, in its capacity as an Agent, it has acquired actual knowledge to the contrary, (iii) rely on any document or notice believed by it to be genuine, (iv) rely as to legal or other professional matters on opinions and statements of any legal or other

57



professional advisers selected or approved by it, (v) rely as to any factual matters which might reasonably be expected to be within the knowledge of the Borrower on a certificate signed by or on behalf of the Borrower and (vi) refrain from exercising any right, power, discretion or remedy unless and until instructed to exercise that right, power, discretion or remedy and as to the manner of its exercise by the Lenders (or, where applicable, by the Required Lenders) and unless and until such Agent has received from the Lenders any payment which such Agent may require on account of, or any security which such Agent may require for, any costs, claims, expenses (including legal and other professional fees) and liabilities which it considers it may incur or sustain in complying with those instructions.
SECTION 10.10. The Facility Agent’s Duties . The Facility Agent shall (i) if requested in writing to do so by a Lender, make enquiry and advise the Lenders as to the performance or observance of any of the provisions of this Agreement or any Loan Document by the Borrower or as to the existence of an Event of Default and (ii) inform the Lenders promptly of any Event of Default of which the Facility Agent has actual knowledge.
The Facility Agent shall not be deemed to have actual knowledge of the falsehood or incompleteness of any representation or warranty made or deemed repeated by the Borrower or actual knowledge of the occurrence of any Default unless a Lender or the Borrower shall have given written notice thereof to the Facility Agent in its capacity as the Facility Agent. Any information acquired by the Facility Agent other than specifically in its capacity as the Facility Agent shall not be deemed to be information acquired by the Facility Agent in its capacity as the Facility Agent.
The Facility Agent may, without any liability to account to the Lenders, generally engage in any kind of banking or trust business with the Borrower or with the Borrower’s subsidiaries or associated companies or with a Lender as if it were not the Facility Agent.
SECTION 10.11. Employment of Agents . In performing its duties and exercising its rights, powers, discretions and remedies under or pursuant to this Agreement or the Loan Documents, each Agent shall be entitled to employ and pay agents to do anything which such Agent is empowered to do under or pursuant to this Agreement or the Loan Documents (including the receipt of money and documents and the payment of money); provided that, unless otherwise provided herein, including without limitation Section 11.3 , the employment of such agents shall be for such Agent’s account, and to act or refrain from taking action in reliance on the opinion of, or advice or information obtained from, any lawyer, banker, broker, accountant, valuer or any other person believed by such Agent in good faith to be competent to give such opinion, advice or information.
SECTION 10.12. Distribution of Payments . The Facility Agent shall pay promptly to the order of each Lender that Lender’s Percentage Share of every sum of money received by the Facility Agent pursuant to this Agreement or the Loan Documents (with the exception of any amounts payable pursuant to the Fee Letter and any amounts which, by the terms of this Agreement or the Loan Documents, are paid to the Facility Agent for the

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account of the Facility Agent alone or specifically for the account of one or more Lenders) and until so paid such amount shall be held by the Facility Agent on trust absolutely for that Lender.
SECTION 10.13. Reimbursement . The Facility Agent shall have no liability to pay any sum to a Lender until it has itself received payment of that sum. If, however, the Facility Agent does pay any sum to a Lender on account of any amount prospectively due to that Lender pursuant to Section 10.12 before it has itself received payment of that amount, and the Facility Agent does not in fact receive payment within five (5) Business Days after the date on which that payment was required to be made by the terms of this Agreement or the Loan Documents, that Lender will, on demand by the Facility Agent, refund to the Facility Agent an amount equal to the amount received by it, together with an amount sufficient to reimburse the Facility Agent for any amount which the Facility Agent may certify that it has been required to pay by way of interest on money borrowed to fund the amount in question during the period beginning on the date on which that amount was required to be paid by the terms of this Agreement or the Loan Documents and ending on the date on which the Facility Agent receives reimbursement.
SECTION 10.14. Instructions . Where an Agent is authorized or directed to act or refrain from acting in accordance with the instructions of the Lenders or of the Required Lenders each of the Lenders shall provide such Agent with instructions within three (3) Business Days of such Agent’s request (which request may be made orally or in writing). If a Lender does not provide such Agent with instructions within that period, that Lender shall be bound by the decision of such Agent. Nothing in this Section 10.14 shall limit the right of such Agent to take, or refrain from taking, any action without obtaining the instructions of the Lenders or the Required Lenders if such Agent in its discretion considers it necessary or appropriate to take, or refrain from taking, such action in order to preserve the rights of the Lenders under or in connection with this Agreement or the Loan Documents. In that event, such Agent will notify the Lenders of the action taken by it as soon as reasonably practicable, and the Lenders agree to ratify any action taken by the Facility Agent pursuant to this Section 10.14 .
SECTION 10.15. Payments . All amounts payable to a Lender under this Section 10.15 shall be paid to such account at such bank as that Lender may from time to time direct in writing to the Facility Agent.
SECTION 10.16. “Know your customer” Checks . Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for the Facility Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in this Agreement or the Loan Documents.
SECTION 10.17. No Fiduciary Relationship . Except as provided in Section 10.12 , no Agent shall have any fiduciary relationship with or be deemed to be a trustee of or for any other person and nothing contained in this Agreement or any Loan Document shall

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constitute a partnership between any two or more Lenders or between either Agent and any other person.
ARTICLE XI

MISCELLANEOUS PROVISIONS
SECTION 11.1. Waivers, Amendments, etc . The provisions of this Agreement and of each other Loan Document 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 shall be made without the consent of such Lender;
d.
reduce any fees described in Article III payable to any Lender shall be made without the consent of such Lender;
e.
extend the Commitment Termination Date of any Lender shall be made without the consent of such Lender;
f.
extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on the Loan (or reduce the principal amount of or rate of interest on the Loan) owed to any Lender shall be made without the consent of such Lender; or
g.
affect adversely the interests, rights or obligations of the Facility Agent in its capacity as such shall be made without consent of the Facility Agent.
No failure or delay on the part of the Facility 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 any the Facility 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. The Lenders hereby agree, at any time and from time to time that the Nordea Agreement or the Bank of Nova Scotia

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Agreement is amended or refinanced, to negotiate in good faith to amend this Agreement to conform any representations, warranties, covenants or events of default in this Agreement to the amendments made to any substantively comparable provisions in the Nordea Agreement or the Bank of Nova Scotia Agreement or any refinancing thereof.
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, by facsimile or by electronic mail and addressed, delivered or transmitted to such party at its address, facsimile number or electronic mail address 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. 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; any notice, if transmitted by facsimile, shall be deemed given when transmitted provided it is received in legible form; any notice, if transmitted by electronic mail, shall be deemed given upon acknowledgment of receipt by the recipient.
(b)    So long as KfW IPEX is the Facility Agent, the Borrower may provide to the Facility Agent all information, documents and other materials that it furnishes to the Facility 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 advance 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 advance 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 Facility Agent at claudia.wenzel@kfw.de (or such other email address notified by the Facility Agent to the Borrower) ; provided that any Communication requested pursuant to Section 7.1.1(h) shall be in a format acceptable to the Borrower and the Facility Agent.
(1)    The Borrower agrees that the Facility Agent may make such items included in the Communications as the Borrower may specifically agree available to the Lender Parties by posting such notices, at the option of the Borrower, on Intralinks (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 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 Facility Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or the

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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 Facility Agent or any of its Affiliates in connection with the Platform.
(2)    The Facility Agent agrees that the receipt of Communications by the Facility Agent at its e-mail address set forth above shall constitute effective delivery of such Communications to the Facility Agent for purposes hereunder and any other Loan Document (and any guaranties, security agreements and other agreements relating thereto).
SECTION 11.3. Payment of Costs and Expenses . The Borrower agrees to pay on demand all reasonable expenses of the Facility Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Facility Agent and of local counsel, if any, who may be retained by counsel to the Facility Agent) in connection with any amendments, waivers, consents, supplements or other modifications to, this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated. In addition, the Borrower agrees to pay reasonable fees and out of pocket expenses of counsel to the Facility Agent in connection with the funding under this Agreement. The Borrower further agrees to pay, and to save the Facility Agent and the Lenders harmless from all liability for, any stamp, recording, documentary or other similar taxes arising from the execution, delivery or enforcement of this Agreement or the borrowing hereunder or any other Loan Documents. The Borrower also agrees to reimburse the Facility Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Facility 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.
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 Facility 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 other Loan Documents 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

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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 (i) 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, (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and the Indemnified Party and the Indemnified 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), (iii) 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 (iv) 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

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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 and the payment in full of all Obligations. The representations and warranties made by the Borrower in this Agreement and in each other Loan Document shall survive the execution and delivery of this Agreement and each such other Loan Document.
SECTION 11.6. Severability . Any provision of this Agreement or any other Loan Document 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 and of each other Loan Document are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or such other Loan Document or any provisions hereof or thereof.
SECTION 11.8. Execution in Counterparts, . 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.
SECTION 11.9. Third Party Rights . Notwithstanding the provisions of the Contracts (Rights of Third Parties) Act 1999, no term of this Agreement is enforceable by a person who is not a party to it.
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 7.2.5 , the Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of the Facility Agent and each Lender; and
b.
the rights of sale, assignment and transfer of the Lenders are subject to Section 11.11 .

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SECTION 11.11. Sale and Transfer of the Loan; Participations in the Loan . Each Lender may assign its Loan to one or more other Persons (a “ New Lender ”), or sell participations in its Loan to one or more other Persons; provided that, in the case of assignments, such New Lender enters into an Interest Make-Up Agreement; and provided further that, in the case of assignments, such Lender shall use commercially reasonable efforts to assign only to a New Lender that has agreed to enter into an Option A Refinancing Agreement.
SECTION 11.11.1. Assignments (i) KfW IPEX, as Lender, (A)(1) with the written consent of the Borrower (which consent shall not be unreasonably delayed or withheld but which consent shall be deemed to have been given in the absence of a written notice delivered by the Borrower to KfW IPEX, on or before the fifth Business Day after receipt by the Borrower of KfW IPEX’s request for consent, stating, in reasonable detail, the reasons why the Borrower proposes to withhold such consent) may at any time (and from time to time) assign or transfer (including by way of novation) to one or more commercial banks or other financial institutions, when taken together with participations sold by KfW IPEX pursuant to Section 11.11.2 , up to 50.0% of the aggregate principal amount of the Loan or the total aggregate Commitments and (2) after having assigned or transferred, when taken together with participations sold by KfW IPEX pursuant to Section 11.11.2 , 50.0% of the aggregate principal amount of the Loan or total aggregate Commitments (pursuant to the foregoing clause (1) and/or Section 11.11.2 , with the written consent of the Borrower (which consent may be withheld at the discretion of the Borrower) may at any time (and from time to time) assign or transfer (including by way of novation) to one or more commercial banks or other financial institutions all or any fraction of KfW IPEX’s remaining Loan or Commitment and (B) in connection with the primary syndication of the Loan, at any time (and from time to time) assign or transfer to one or more commercial banks or other financial institutions identified by the Borrower in consultation with KfW IPEX that fraction of KfW IPEX’s Loan or Commitment that it is directed by the Borrower to assign or transfer.
(ii) Any Lender (other than KfW IPEX) with the written consents of the Borrower and the Facility 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 Facility 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 (and from time to time) assign or transfer to one or more commercial banks or other financial institutions all or any fraction of such Lender’s Loan; provided that any Affiliate of KfW IPEX shall be subject to the provisions of Section 11.11.1(i) and 11.11.2(f) as if such Affiliate were KfW IPEX.
(iii) Any Lender, with notice to the Borrower and the Facility Agent, and, notwithstanding the foregoing clauses (i) and (ii), without the consent of the Borrower, or the Facility Agent may assign or transfer (A) to any of its Affiliates (including, in the case of KfW

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IPEX, KfW) or (B) following the occurrence and during the continuance of an Event of Default under Sections 8.1.1 , 8.1.4(a) or 8.1.5 , to any other Person, in either case, all or any fraction of such Lender’s Loan.
(iv) Any Lender may (notwithstanding the foregoing clauses, and without notice to, or consent from, the Borrower or the Facility Agent) assign or charge all or any portion of its Loan to (i) 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 all or any fraction of such Lender’s Loan or (ii) to the Refinancing Bank as collateral security pursuant to the terms of any Option A Refinancing Agreement entered into by such Lender.
(v) No Lender, may (notwithstanding the foregoing clauses) assign or transfer any of its rights under this Agreement unless it has given prior written notification of the transfer to Hermes and has obtained a prior written consent from Hermes.
(vi) Nothing in this Section 11.11.1 shall prejudice the right of the Lender to assign its rights under this Agreement to Hermes, if such assignment is required to be made by that Lender to Hermes in accordance with the Hermes Insurance Policy.
Each Person described in the foregoing clauses as being the Person to whom such assignment or transfer is to be made, is hereinafter referred to as an “ Assignee Lender ”. Assignments in a minimum aggregate amount of $25,000,000 (or, if less, all of such Lender’s Loan and Commitment) (which assignment or transfer shall be of a constant, and not a varying, percentage of such Lender’s Loan) are permitted; provided that the Borrower and the Facility Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned or transferred to an Assignee Lender until:
a.
written notice of such assignment or transfer, together with payment instructions, addresses and related information with respect to such Assignee Lender, shall have been given to the Borrower and the Facility Agent by such Lender and such Assignee Lender;
b.
such Assignee Lender shall have executed and delivered to the Borrower and the Facility Agent a Lender Assignment Agreement, accepted by the Facility Agent and, if the Loan is a Fixed Rate Loan, any other agreements required by the Facility Agent or the CIRR Representative in connection therewith; and
c.
the processing fees described below shall have been paid.
From and after the date that the Facility 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 or transferred 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 or transferred by it, shall be released from its obligations hereunder and under the other Loan Documents, other

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than any obligations arising prior to the effective date of such assignment. Except to the extent resulting from a subsequent change in law, in no event shall the Borrower be required to pay to any Assignee Lender any amount under Sections 4.2(c) , 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. Such assignor Lender or such Assignee Lender must also pay a processing fee to the Facility Agent upon delivery of any Lender Assignment Agreement in the amount of $2,000 (and shall also reimburse the Facility Agent and the CIRR Representative 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 its Loan; provided that:
a.
no participation contemplated in this Section 11.11.2 shall relieve such Lender from its obligations hereunder;
b.
such Lender shall remain solely responsible for the performance of its obligations hereunder;
c.
the Borrower and the Facility 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 clauses (b) through (f) of Section 11.1 ;
e.
the Borrower shall not be required to pay any amount under Sections 4.2(c) , 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; and
f.
each Lender Party that sells a participation under this Section 11.11.2 shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest on) each of the Participant’s interest in the Lender Party’s Advances, Commitments or other interests hereunder (the “ Participant Register ”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender may treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes hereunder.
g.
KfW IPEX may not sell participating interests pursuant to this Section 11.11.2 aggregating, when taken together with Loans and/or Commitments sold by KfW

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IPEX pursuant to Section 11.11.1 , more than 50.0% the aggregate principal amount of the Loan and/or the aggregate Commitments without the written consent of the Borrower (which consent shall not be required following the occurrence and during the continuance of an Event of Default or a Prepayment Event).
The Borrower acknowledges and agrees that each Participant, for purposes of Sections 4.2(c) , 4.3 , 4.4 , 4.5 , 4.6 and clause (e) of 7.1.1 , shall be considered a Lender.
SECTION 11.11.3. Register . The Facility Agent, acting as agent for the Borrower, shall maintain at its address referred to in Section 11.2 a copy of each Lender Assignment Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment(s) of, and principal amount of the Loan owing to, each Lender Party from time to time (the “ Register ”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Facility Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
SECTION 11.12. Other Transactions . Nothing contained herein shall preclude the Facility 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. Hermes Insurance Policy.
SECTION 11.13.1. Terms of Hermes Insurance Policy
(a)
95% cover of the Loan.
(b)
If the Borrower does not exercise the Alternative Disbursement Option, the Hermes Fee will not exceed 2.37% of the aggregate principal amount of the Loan as advanced on or prior to the Final Disbursement Date. Before exercising the Alternative Disbursement Option, the Borrower may request that the Hermes Agent obtain an indication of the new Hermes Fee (which it is anticipated will apply if the Borrower exercises the Alternative Disbursement Option) before it delivers notice of its option to exercise the Alternative Disbursement Option, which request shall not be considered to be notice of the Borrower’s intent to exercise the Alternative Disbursement Option. Such new Hermes Fee shall become effective only if the Borrower delivers notice of its option to exercise the Alternative Disbursement Option. If the Hermes Fee is so increased, each Lender agrees that its Commitment shall be increased by an amount equal to its pro rata share of the excess of the new Hermes Fee over the old Hermes Fee.

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(c)
The parties have entered into this Agreement on the basis that the Hermes Insurance Policy shall contain the following terms and should such terms not be included within the Hermes Insurance Policy, then the Borrower may cancel the Commitment(s):
(i)
25% of the Hermes Fee as in effect on the date of issuance of the Hermes Insurance Policy (“ First Fee ”) will be payable to the Hermes Agent or Hermes on demand following the issue of the Hermes Insurance Policy;
(ii)
2.37% (or such higher percentage as determined under Section 11.13.1(b) if the Borrower exercises the Alternative Disbursement Option) of the Maximum Loan Amount less the First Fee (“ Second Fee ”) will be payable to the Hermes Agent or Hermes on the First Disbursement Date;
(iii)
if the Commitments are cancelled in full by the Borrower or the Lenders on or prior to the First Disbursement Date, Hermes shall be required to reimburse the Hermes Agent the amount of the First Fee less an administration fee (such administration fee to be no greater than 5% of the amount refunded but in any event not exceeding EUR 2,500);
(iv)
if the Commitments are cancelled in part by the Borrower on or prior to the First Disbursement Date, Hermes shall be required to reimburse the Hermes Agent an amount equal to a corresponding proposition of the First Fee, based on the proportion of the aggregate Commitments prior to such cancellation to the aggregate Commitments after giving effect to such cancellation, less an administration fee (such administration fee to be no greater than 5% of the amount refunded but in any event not exceeding EUR 2,500); and
(v)
if, after the First Disbursement Date, the Borrower reduces the Commitments and/or prepays all or part of the Loan in accordance with this Agreement, Hermes shall be required to reimburse the Hermes Agent an amount equal to all or a corresponding proportion of the unexpired portion of the Hermes Fee, having regard to the amount of the reduction in Commitments and/or prepayment and the remaining term of the Loan less the sum of (x) a break funding fee equal to 20% of the unexpired portion of the Hermes Fee and (y) an administration fee (such fee to be no greater than 5% of the amount refunded but in any event not exceeding EUR 2,500).
SECTION 11.13.2. Obligations of the Borrower .
(a)
Provided that the Hermes Insurance Policy complies with Section 11.13.1 , the Borrower shall pay (a) the First Fee to the Hermes Agent or Hermes on

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demand following the issue of the Hermes Insurance Policy and (b) the Second Fee to the Hermes Agent or Hermes on the First Disbursement Date. In each case, if received by the Hermes Agent, the Hermes Agent shall pay such amount to Hermes.
(b)
Provided that the Hermes Insurance Policy complies with Section 11.13.1 , the Borrower shall pay to the Hermes Agent or Hermes an issue fee of EUR 12,500 for the issue of the Hermes Insurance Policy on demand following issue of the Hermes Insurance Policy.
SECTION 11.13.3. Obligations of the Hermes Agent and the Lenders .
(a)
Promptly upon receipt of the Hermes Insurance Policy from Hermes, the Hermes Agent shall (subject to any confidentiality undertakings given to Hermes by the Hermes Agent pursuant to the terms of the Hermes Insurance Policy) send a copy thereof to the Borrower.
(b)
The Hermes Agent shall perform such acts or provide such information, which are, acting reasonably, within its power so to perform or so to provide, as required by Hermes under the Hermes Insurance Policy as necessary to ensure that the Lenders obtain the support of Hermes pursuant to the Hermes Insurance Policy.
(c)
The Hermes Agent shall:
(i)
make written requests to Hermes seeking a reimbursement of the Hermes Fee in the circumstances described in Section 11.13.1(c)(iii) , (iv) or (v) promptly after the relevant cancellation or prepayment and (subject to any confidentiality undertakings given to Hermes by the Hermes Agent pursuant to the terms of the Hermes Insurance Policy) provide a copy of the request to the Borrower;
(ii)
use its reasonable endeavours to maximize the amount of any reimbursement of the Hermes Fee to which the Hermes Agent is entitled;
(iii)
pay to the Borrower the full amount of any reimbursement of the Hermes Fee that the Hermes Agent receives from Hermes within two (2) Business Days of receipt with same day value; and
(iv)
relay the good faith concerns of the Borrower to Hermes regarding the amount it is required to pay to Hermes or the amount of any reimbursement to which the Hermes Agent is entitled, it being agreed that the Hermes Agent’s obligation shall be no greater than simply to pass on to Hermes the Borrower’s concerns.

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(d)
Each Lender will co‑operate with the Hermes Agent, the Facility Agent and each other Lender, and take such action and/or refrain from taking such action as may be reasonably necessary, to ensure that the Hermes Insurance Policy and each Interest Make‑Up Agreement (as defined in and entered into in accordance with the Terms and Conditions) continue in full force and effect and shall indemnify and hold harmless each other Lender in the event that the Hermes Insurance Policy or such Interest Make‑Up Agreement (as the case may be) does not continue in full force and effect due to its gross negligence or willful default.
SECTION 11.14. Law and Jurisdiction
SECTION 11.14.1. Governing Law . This Agreement and any non-contractual obligations arising out of or in respect of this Agreement shall in all respects be governed by and interpreted in accordance with English Law.
SECTION 11.14.2. Jurisdiction . For the exclusive benefit of the Facility Agent and the Lenders, the parties to this Agreement irrevocably agree that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that any proceedings may be brought in those courts. The Borrower irrevocably waives any objection which it may now or in the future have to the laying of the venue of any proceedings in any court referred to in this Section, and any claim that those proceedings have been brought in an inconvenient or inappropriate forum.
SECTION 11.14.3. Alternative Jurisdiction . Nothing contained in this Section shall limit the right of the Facility Agent or the Lenders to commence any proceedings against the Borrower in any other court of competent jurisdiction nor shall the commencement of any proceedings against the Borrower in one or more jurisdictions preclude the commencement of any proceedings in any other jurisdiction, whether concurrently or not.
SECTION 11.14.4. Service of Process . Without prejudice to the right of the Facility Agent or the Lenders to use any other method of service permitted by law, the Borrower irrevocably agrees that any writ, notice, judgment or other legal process shall be sufficiently served on it if addressed to it and left at or sent by post to RCL Cruises Ltd., presently at Building 2, Aviator Park, Station Road, Addlestone, Surrey KT15 2PG, Attention: General Counsel, and in that event shall be conclusively deemed to have been served at the time of leaving or, if posted, at 9:00 am on the third Business Day after posting by prepaid first class registered post.
SECTION 11.15. Confidentiality . Each of the Facility Agent and the Lenders agrees to maintain and to cause its Affiliates to maintain the confidentiality of all information provided to it by the Borrower or any Subsidiary of the Borrower, or by the Facility Agent on the Borrower’s or such Subsidiary’s behalf, under this Agreement, and neither it nor any of its Affiliates shall use any such information other than in connection

71



with or in enforcement of this Agreement or in connection with other business now or hereafter existing or contemplated with the Borrower or any Subsidiary, except to the extent such information (i) was or becomes generally available to the public other than as a result of disclosure by it or its Affiliates or their respective directors, officers, employees and agents, or (ii) was or becomes available on a non-confidential basis from a source other than the Borrower or any of its Subsidiaries so long as such source is not, to its knowledge, prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the Borrower or any of its Affiliates; provided , however , that it may disclose such information (A) at the request or pursuant to any requirement of any self-regulatory body, governmental body, agency or official to which the Facility Agent, any Lender or any of their respective Affiliates is subject or in connection with an examination of the Facility Agent, such Lender or any of their respective Affiliates by any such authority or body, including without limitation the Federal Republic of Germany; (B) pursuant to subpoena or other court process; (C) when required to do so in accordance with the provisions of any applicable requirement of law; (D) to the extent reasonably required in connection with any litigation or proceeding to which the Facility Agent, any Lender or their respective Affiliates may be party; (E) to the extent reasonably required in connection with the exercise of any remedy hereunder; (F) to the Facility Agent or such Lender’s independent auditors, counsel, and any other professional advisors of the Facility Agent or such Lender who are advised of the confidentiality of such information; (G) to any participant or assignee, provided that such Person agrees to keep such information confidential to the same extent required of the Facility Agent and the Lenders hereunder; (H) as to the Facility Agent, any Lender or their respective Affiliates, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which the Borrower or any Subsidiary is party with the Facility Agent, such Lender or such Affiliate; (I) to its Affiliates and its Affiliates’ directors, officers, employees, professional advisors and agents, provided that each such Affiliate, director, officer, employee, professional advisor or agent shall keep such information confidential to the same extent required of the Facility Agent and the Lenders hereunder; and (J) to any other party to the Agreement. Each of the Facility Agent and the Lenders shall be responsible for any breach of this Section 11.15 by any of its Affiliates or any of its or its Affiliates’ directors, officers, employees, professional advisors and agents.



72



EXHIBIT A


 
Preliminary Repayment Schedule
 
 
US Dollars ($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
No.
 
Repayment Dates
Repayment
Loan Balance
 
 
 
 
 
 
 
 
 
 
1
 
6
months after Final Disbursement Date
 
 
 
 
2
 
12
months after Final Disbursement Date
 
 
 
 
3
 
18
months after Final Disbursement Date
 
 
 
 
4
 
24
months after Final Disbursement Date
 
 
 
 
5
 
30
months after Final Disbursement Date
 
 
 
 
6
 
36
months after Final Disbursement Date
 
 
 
 
7
 
42
months after Final Disbursement Date
 
 
 
 
8
 
48
months after Final Disbursement Date
 
 
 
 
9
 
54
months after Final Disbursement Date
 
 
 
 
10
 
60
months after Final Disbursement Date
 
 
 
 
11
 
66
months after Final Disbursement Date
 
 
 
 
12
 
72
months after Final Disbursement Date
 
 
 
 
13
 
78
months after Final Disbursement Date
 
 
 
 
14
 
84
months after Final Disbursement Date
 
 
 
 
15
 
90
months after Final Disbursement Date
 
 
 
 
16
 
96
months after Final Disbursement Date
 
 
 
 
17
 
102
months after Final Disbursement Date
 
 
 
 
18
 
108
months after Final Disbursement Date
 
 
 
 
19
 
114
months after Final Disbursement Date
 
 
 
 
20
 
120
months after Final Disbursement Date
 
 
 
 
21
 
126
months after Final Disbursement Date
 
 
 
 
22
 
132
months after Final Disbursement Date
 
 
 
 
23
 
138
months after Final Disbursement Date
 
 
 
 
24
 
144
months after Final Disbursement Date
 
 
 
 
 
 
 
 
 
 
 







EXHIBIT B

FORM OF LOAN REQUEST

KfW IPEX-Bank GmbH,
as Facility Agent
Palmengartenstrasse 5-9
D-60325 Frankfurt am Main
Federal Republic of Germany


Attention:    [Name]
[Title]

HULL NO. S-698 – NOTICE OF DRAWDOWN

Gentlemen and Ladies:

This Loan Request is delivered to you pursuant to Section 2.3 of the Hull No. S-698 Credit Agreement, dated as of June 8, 2011 (together with all amendments, if any, from time to time made thereto, the “ Agreement ”), among Royal Caribbean Cruises Ltd. (the “ Borrower ”), KfW IPEX-Bank GmbH as Facility Agent (in such capacity, the “ Facility Agent ”), and as Hermes agent, and KfW IPEX-Bank GmbH and the various other financial institutions from time to time party thereto as Lenders. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Agreement.

The Borrower hereby requests that [an advance in respect of] the Loan be made in the [aggregate] principal amount of US$ [ plus the Dollar amount that corresponds to [   ]% of the EUR amount of the Hermes Fee, as determined pursuant to Section 2.3(d) of the Agreement] (1) on ___________, 20__, which amount does not exceed [the US Dollar Maximum Loan Amount] (2) [the US Dollar Equivalent of 80% of the installment payment owing to the Builder under the Construction Contract on such date [ plus the Dollar amount that corresponds to [   ]% of the EUR amount of the Hermes Fee] (3) ] (4) [the excess of the US Dollar Maximum Loan Amount over the aggregate amount of all advances made prior to the Final Disbursement Date] (5) The Dollar amount is based on the weighted average rate of exchange that the Borrower has agreed, either in the spot or forward currency markets, to pay its counterparties for the purchase of the relevant amount of EUR with Dollars [for the payment of the pre-delivery installment owing on such date] (6) [for the payment of the final installment of the Contract Price] (7) . True and complete copies of the counterparty confirmations evidencing the rates of exchange that the Borrower has agreed to pay its counterparties for the purchase of the relevant amount of EUR with Dollars are attached.

    

(1) For the First Disbursement Date only, if the Hermes Fee will be financed with proceeds of the Loan.
(2) If the Alternative Disbursement Option is not elected.
(3) For the First Disbursement Date only, if the Hermes Fee will be financed with proceeds of the Loan.
(4) If the Alternative Disbursement Option is elected, other than for the advance on the Final Disbursement Date.
(5) If the Alternative Disbursement Option is elected, for the Final Disbursement Date.




Please wire transfer the proceeds of the Loan [(other than any proceeds to be retained by the Facility Agent in accordance with Section 2.3(d) of the Agreement)] (8) as follows:

[details to be provided]

The Borrower hereby acknowledges that, pursuant to Section 5.2.2 of the Agreement, each of the delivery of this Loan Request and the acceptance by the Borrower of the proceeds of the borrowing requested hereby constitute a representation and warranty by the Borrower that, on the date of such borrowing (before and after giving effect thereto and to the application of the proceeds therefrom), all statements set forth in Article VI of the Agreement (excluding, however, those set forth in Section 6.10 ) 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 Facility Agent. Except to the extent, if any, that prior to the time of the borrowing requested hereby the Facility 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.

The Borrower has caused this Loan Request to be executed and delivered, and the certification and warranties contained herein to be made, by its duly Authorized Officer this ___ day of ___________, 20__.

Royal Caribbean Cruises Ltd.


By:                         
Name:
Title:    


(6) For pre-delivery installment advances under the Alternative Disbursement Option.
(7) For all other advances.
(8) For the First Disbursement Date only, if the Hermes Fee will be financed with proceeds of the Loan.




EXHIBIT D-1

Opinion of Liberian Counsel to the Borrower







WFWNY Draft 06/07/11
Watson, Farley & Williams (New York) LLP
Our reference: 01474.50036/19127730 v4
1133 Avenue of the Americas
New York, New York 10036


Tel (212) 922 2200
Fax (212) 922 1512
[ l ], 2011

 
To the Lenders party to the Credit Agreement referred to below and to KfW IPEX-Bank GmbH as Facility Agent

 

Royal Caribbean Cruises Ltd.

Dear Sirs:

We have acted as legal counsel on matters of Liberian law to Royal Caribbean Cruises Ltd., a Liberian corporation (the “ Borrower ”), in connection with (a) a Hull No S-698 Credit Agreement dated as of June 8, 2011 (the “ Credit Agreement ”) and made between (1) the Borrower, (2) the Lenders (as defined therein) as several lenders, (3) KfW IPEX-Bank GmbH as Hermes Agent, and (4) KfW IPEX-Bank GmbH as Facility Agent in respect of a loan facility in an amount not to exceed the US Dollar Equivalent of €580,000,000 plus the US dollar amount corresponding to up to 100% of the Hermes Fee (as defined in the Credit Agreement), and (b) a letter agreement dated June 8, 2011 between the Borrower and KfW IPEX-Bank GmbH in its several capacities as Hermes Agent, Facility Agent, Lender and Initial Mandated Lead Arranger relating to certain syndication arrangements in respect of 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 an executed copy 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. We have also assumed that (i) the Borrower does not have its management and control in Liberia, or undertake any business activity in Liberia, and (ii) less than a





majority of the shareholders of the Borrower by vote or value are resident in Liberia. We have further assumed the validity and enforceability of the Documents under all applicable laws other than the law of the Republic of Liberia.

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 amended) (the “ Business Corporation Act ”), the Liberian Maritime Law (Title 21 of the Liberian Code of Laws of 1956 as amended), 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, and the Liberian Commercial Code Act of 2010, 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 Goodstanding issued by order of the Minister of Foreign Affairs of the Republic of Liberia on [ l ], 2011.

This opinion is limited to the law of the Republic of Liberia. 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 each of the Documents and to perform each and all of its obligations under each of the Documents;

3.
Each of the Documents has been executed and delivered by a duly authorized signatory of the Borrower;






4.
Each of the Documents constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms;

5.
Neither the execution nor delivery of the Documents, nor the transactions contemplated therein, nor compliance with the terms and conditions thereof, will contravene any provisions of Liberian law or violate any provisions of the Articles of Incorporation (inclusive of any articles of amendment thereto) or the Bylaws of the Borrower;

6.
No consent or approval of, or exemption by, any Liberian governmental or public bodies and authorities are required in connection with the execution and delivery by the Borrower of the Documents;

7.
It is not necessary to file, record or register either 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 to render any such document enforceable against the Borrower;

8.
Assuming neither of the Documents having 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 either of the Documents or the enforcement thereof in the courts of Liberia other than (i) customary court fees payable in litigation in the courts of Liberia and (ii) nominal documentary stamp taxes if the Documents are ever submitted to a Liberian court;

9.
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 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, the Borrower is not required or entitled under any existing applicable law or regulation of the Republic of Liberia to make any withholding or deduction in respect of any tax or otherwise from any payment which it is or may be required to make under either of the Documents; and

10.
Assuming that the shares of the Borrower are not owned, directly or indirectly, by the Republic of Liberia or any other sovereign under Liberian law, neither the Borrower nor its property or assets is immune from the institution of legal proceedings or the obtaining or execution of a judgment in the Republic of Liberia.

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 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









EXHIBIT D-2

Opinion of Counsel to the Facility Agent

(see attached)






EXHIBIT D-3

Opinion of US Tax Counsel to the Lenders as at the Effective Date





[●, 2011]


KfW IPEX-Bank GmbH
Palmengartenstrasse 5-9
60325 Frankfurt am Main
Federal Republic of Germany (“ KfW ”)

Re:
Application of U.S. Withholding Tax to Royal Caribbean Cruises Ltd. Payments

This opinion is not intended or written to be used, and cannot be used by any person, for the purpose of avoiding penalties that may be imposed under the U.S. Internal Revenue Code and was written to support the promotion or marketing (as defined in IRS Circular 230) of the transactions contemplated in the Credit Agreement (as defined below). Each person considering such transactions should seek advice based on such person’s particular circumstances from an independent tax advisor.

Dear Sirs:
You have asked whether U.S. withholding tax will be imposed on payments made by the U.S. branch of Royal Caribbean Cruises Ltd. (“ RCCL ”), a corporation organized under the laws of Liberia, to KfW, a financial institution organized under the laws of the Federal Republic of Germany (the “ Lender ”), under the Hull No. S-698 Credit Agreement dated ●, 2011 (the “ Credit Agreement ”) between RCCL as borrower and KfW as the Lender, Hermes Agent and Facilities Agent.
Under the Credit Agreement, the Lender would lend money to RCCL to help fund the purchase of Hull No. S-698 at Meyer Werft GmbH.
The loan advanced under the Credit Agreement will accrue interest at either a fixed rate or a floating rate in accordance with the provisions set forth in the Credit Agreement.
In connection with rendering this opinion we have reviewed the Credit Agreement, and such other documents as we have deemed necessary or appropriate for purposes of rendering this opinion. We have assumed, with your consent, that: (i) all documents reviewed by us are original documents, or true and accurate copies of original documents, and have not been subsequently amended; (ii) the signatures on each original document are genuine; (iii) all representations and statements as to matters of fact set forth in such documents are true and correct; (iv) all obligations imposed by any such documents on the parties thereto have been or will be performed or satisfied in accordance with their terms; and (v) there are no documents relevant to this opinion to which we have not been given access. We have also assumed, with your consent, that:

 



(i) the Lender (which term as used in this opinion letter does not include any successor or assign) is and will continue to be eligible to claim benefits as a resident of the jurisdiction in which it was formed under the income tax treaty between the United States and such jurisdiction currently in force (the “ Treaty ”);
(ii) the Lender will not receive payments under the Credit Agreement that are attributable, for purposes of the Treaty, to a permanent establishment of the Lender in the United States;
(iii) the Lender has not made and will not make an election, or otherwise take steps, to be treated as other than a corporation for United States federal income tax purposes;
(iv) the Lender will provide the RCCL or its agent with a properly completed Internal Revenue Service (“ IRS ”) Form W-8BEN accurately representing that the Lender is eligible to claim benefits under the Treaty for all payments under the Credit Agreement;
(v) if the Lender is receiving payments for a participant, it will provide RCCL with a properly completed IRS Form W-8IMY to which it will attach its own IRS Form W-8BEN and a properly completed IRS Form W-8BEN from each participant accurately representing that the participant is entitled to receive all payments under the Credit Agreement free and clear of U.S. withholding;
(vi) the Lender will be eligible to receive payments free of withholding under the provisions of Sections 1471 through 1474 of the U.S. Internal Revenue Code (“ FATCA ”) and will provide RCCL or its agent with such properly completed IRS forms, certifications and other items as may be required to establish the Lender’s exemption from withholding under FATCA; and
(vii) all of the foregoing will continue to be accurate and correct.
Conclusion
We are members of the Bar of the State of New York. This opinion is limited to the U.S. federal withholding tax treatment of payments by RCCL under the Credit Agreement and does not address any other tax or legal consequences of the transactions contemplated in the Credit Agreement. This opinion is rendered solely to you and may not be relied upon by any other person, other than your legal advisors. Our opinion is based on existing authorities as of the date hereof and may change as a result of subsequent legislation, regulations, administrative pronouncements, court opinions or other legal developments, possibly with retroactive effect. We do not undertake to update this opinion based on any such developments unless specifically engaged by you to do so. Our opinion is not binding on the IRS, and no assurance can be given that the conclusions expressed herein will not be challenged by the IRS or will be sustained by a court.
Based on the assumptions and limitations set forth above, we are of the view that there will be no U.S. federal withholding tax imposed on payments by RCCL under the Credit Agreement to the Lender. Payments to non-U.S. persons that are not considered to be U.S. source income for U.S. federal income tax purposes, generally are not subject to U.S. withholding tax. Payments by RCCL under the Credit Agreement to the Lender, to the extent they are U.S. source income, will be exempt from U.S. withholding tax either under the Interest or Other Income Articles of the Treaty.
Our conclusions are expressions of our professional judgment with respect to U.S. federal income tax law and do not provide any guarantee as to the actual outcome of any U.S. federal income tax controversy.
Sincerely,


 



EXHIBIT E

FORM OF LENDER ASSIGNMENT AGREEMENT

To:    Royal Caribbean Cruises Ltd.

To:    KfW IPEX-Bank GmbH, as Facility Agent (as defined below)

ROYAL CARIBBEAN CRUISES LTD.

Gentlemen and Ladies:

We refer to clause b of Section 11.11.1 of the Hull No. S-698 Credit Agreement, dated as of June 8, 2011 as amended and restated as of February 3, (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “ Agreement ”) among Royal Caribbean Cruises Ltd. (the “ Borrower ”), KfW IPEX-Bank GmbH as Facility Agent (in such capacity, the “ Facility Agent ”), and as Hermes agent, and KfW IPEX-Bank GmbH and the various other financial institutions from time to time party thereto as Lenders. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Agreement.

This agreement is delivered to you pursuant to clause b of Section 11.11.1 of the Agreement and also constitutes notice to each of you, pursuant to clause a of Section 11.11.1 of the Agreement, of the assignment and transfer by way of novation to __________ (the “Assignee”) of __% of the Loan/Commitment of __________ (the “ Assignor ”) outstanding under the Agreement on the date hereof. After giving effect to the foregoing assignment and transfer, the Assignor’s and the Assignee’s Percentages for the purposes of the Agreement are set forth opposite such Person’s name on the signature pages hereof.

The Assignee hereby acknowledges and confirms that it has received a copy of the Agreement and the exhibits related thereto, together with copies of any documents which have been required to be delivered under the 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 contribution to the Loan under the Agreement, such actions have and will be made without recourse to, or representation or warranty by the Facility Agent.

Except as otherwise provided in the Agreement, effective as of the date of acceptance hereof by the Borrower and the Facility Agent:

(a)    the Assignee

(i)    shall be deemed automatically to have become a party to the Agreement, have all the rights and obligations of a “Lender” under the Agreement and the other Loan Documents as if it were an original signatory thereto to the extent specified in the second paragraph hereof;







(ii)    agrees to be bound by the terms and conditions set forth in the Agreement and the other Loan Documents as if it were an original signatory thereto; and

(b)    the Assignor shall be released from its obligations under the Agreement and the other Loan Documents to the extent of the relevant percentage of the Loan/Commitment specified in the second paragraph hereof.

The Assignor and the Assignee hereby agree that the [Assignor] [Assignee] will pay to the Facility Agent the processing fee and expenses referred to in Section 11.11.1 of the Agreement upon delivery hereof.

The Assignee hereby advises each of you of the following administrative details with respect to the assigned Loan/Commitment and requests the Borrower to acknowledge receipt of this document:

(A)        Address for Notices:

Institution Name:

Attention:

Domestic Office:

Telephone:

Facsimile:

Telex (Answerback):

Lending Office:

Telephone:

Facsimile:

Telex (Answerback):

(B)        Payment Instructions:

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


 



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.

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law

Adjusted Percentage
 
 
 
[ASSIGNOR]
 
 
 
 
 
Loan/Commitment:
 
_________%
 
By:________________________
 
 
 
 
Title:
 
 
 
 
 
Percentage
 
 
 
[ASSIGNEE]
 
 
 
 
 
Loan/Commitment:
 
_________%
 
By:________________________
 
 
 
 
Title:


Accepted and Acknowledged this
___ day of ___________, _____.

Royal Caribbean Cruises Ltd.


By:                     
Title:

KfW IPEX-Bank GmbH, as Facility Agent


By:                     
Title:


 



SIGNATORIES
The Borrower
    

ROYAL CARIBBEAN CRUISES LTD .        /s/ Antje M. Gibson
Name: Antje M. Gibson    

Title: Vice President, Treasurer
    
The Facility Agent, Mandated Lead Arranger and Lender

KfW IPEX-BANK GmbH         
Name: Claudia Wenzel         /s/ Claudia Wenzel
Title: Vice President
Name: André Tiele         /s/ André Tiele
Title: Vice President
    
The Hermes Agent

KfW IPEX-BANK GmbH         
Name: Claudia Wenzel         /s/ Claudia Wenzel
Title: Vice President
Name: André Tiele         /s/ André Tiele
Title: Vice President
    
The Mandated Lead Arranger and Lender

BNP Paribas Fortis S.A./N.V.         
Name: Helmut Van Ginderen         /s/ Helmut Van Ginderen
Title: Head Business Management
Name: Xavier D’Harveng         /s/ Xavier D’Harveng
Title: Head of Financing Solutions EMEA
The Mandated Lead Arranger and Lender

DNB Bank ASA        
Name: Cathleen Buckley         /s/ Cathleen Buckley
Title: Senior Vice President

 



Name: Sanjiv Nayar         /s/ Sanjiv Nayar
Title: Senior Vice President


The Mandated Lead Arranger and Lender

Skandinaviska Enskilda Banken AB (publ)        
Name: Penny Neville-Park         /s/ Penny Neville-Park
Title:
Name: Malcolm Stonehouse         /s/ Malcolm Stonehouse
Title: Client Executive

The Mandated Lead Arranger and Lender

Santander Bank, N.A.          /s/ Jean-Baptiste Pierre
Name: Jean-Baptiste Pierre    
Title: Executive Director    

Lender

Citibank Europe Plc         Alex C Taylor
Name: Alex C Taylor    
Title: Managing Director    


 
Exhibit 10.10

EXECUTION VERSION

Dated 15 January 2016

AMENDMENT AND RESTATEMENT AGREEMENT
in respect of a
FACILITY AGREEMENT
in respect of one (1) Passenger Cruise Vessel
Hull No. A34

dated 9 July 2013 as amended and restated on 15 April 2014

between


ROYAL CARIBBEAN CRUISES LTD.
as Borrower

SOCIÉTÉ GÉNÉRALE
as Facility Agent


BNP PARIBAS
HSBC FRANCE
and
SOCIÉTÉ GÉNÉRALE
as Mandated Lead Arrangers

and

THE BANKS AND FINANCIAL INSTITUTIONS
from time to time party hereto
as Lenders







 
TABLE OF CONTENTS
 
 
 
Page

1
DEFINITIONS AND INTERPRETATION
3

2
AMENDMENTS TO THE FACILITY AGREEMENT
3

3
REPRESENTATIONS AND WARRANTIES
3

4
CONDITIONS PRECEDENT TO EFFECTIVENESS
4

5
FINANCE DOCUMENT
4

6
CONTINUITY
4

7
FEES
4

8
CONSENT
5

9
Severability
5

10
SEVERABILITY
5

11
THIRD PARTY RIGHTS
5

12
MISCELLANEOUS
6

13
LAW AND JURISDICTION
6

 
 
 
 
Schedule A The Lenders and Commitments
A-1

 
Schedule B Amended and Restated Facility Agreement
B-1





i



THIS AMENDMENT AND RESTATEMENT AGREEMENT (this “ Agreement ”) is dated 15 January 2016, and made between:
(1)
ROYAL CARIBBEAN CRUISES LTD. , a Liberian corporation registered with the Ministry of Foreign Affairs of the Republic of Liberia under number C-38863, whose registered office is at 80 Broad Street, Monrovia, Republic of Liberia, and whose principal office is at 1050 Caribbean Way, Miami, Florida 33132, United States of America (the “ Borrower ”);
(2)
SOCIÉTÉ GÉNÉRALE , a French société anonyme with its registered office at 29 Boulevard Haussmann, 75009 Paris, France, registered with the Paris trade and companies register under number 552 120 222, acting in its capacity as facility agent for and on behalf of the Finance Parties (the “ Facility Agent ”);
(3)
BNP PARIBAS, a French société anonyme with its registered office at 16, boulevard des Italiens, 75009 Paris, France, registered with the Paris trade and companies register under number 662 042 449;
(4)
HSBC FRANCE, a French société anonyme with its registered office at 103, avenue des Champs Elysées, 75008 Paris, France, registered with the Paris trade and companies register under number 775 670 284 RCS Paris; and
(5)
SOCIÉTÉ GÉNÉRALE , a French société anonyme with its registered office at 29 Boulevard Haussmann, 75009 Paris, France, registered with the Paris trade and companies register under number 552 120 222,
(each a “ Mandated Lead Arranger ” and collectively, the “ Mandated Lead Arrangers ”); and
(6)
THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule A ( The Lenders and Commitments ) as lenders (the “ Lenders ”) .
WHEREAS,
(A)
The Borrower and the Builder have entered into the Construction Contract pursuant to which the Builder has agreed to design, construct, equip, complete, sell and deliver to the Borrower the Purchased Vessel.
(B)
The Lenders have agreed to make available to the Borrower, upon the terms and subject to the conditions set out in a facility agreement dated July 9, 2013 as amended and restated by Amendment and Restatement Agreement n°1 (the “ Original Facility Agreement ”), a Euro term loan facility (the “ Euro Term Loan ”) in an amount of up to sixty-four per cent. (64%) of the Cash Contract Price of the Purchased Vessel (as adjusted from time to time in accordance with the Construction Contract to reflect, among other adjustments, Change Orders, utilisation of the NYC Allowance and the applicability of the Non-Exercise





Premium) and up to one hundred per cent. (100%) of the COFACE Premium, in an aggregate amount not to exceed the Maximum Loan Amount.
(C)
Pursuant to a letter dated November 18, 2015 from the Borrower addressed to the Facility Agent requesting certain amendments to the Original Facility Agreement, the parties wish to and have consented to amend and restate the Original Facility Agreement on the terms and subject to the conditions set out in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

2



1.
DEFINITIONS AND INTERPRETATION
Unless otherwise defined herein, words and expressions defined in the Amended and Restated Facility Agreement shall have the same meanings in this Agreement and the principles of construction set out in the Amended and Restated Facility Agreement shall be deemed incorporated into this Agreement as if set out in full herein and:
Amended and Restated Facility Agreement ” means the Original Facility Agreement as amended and restated by this Agreement.
2.
AMENDMENTS TO THE FACILITY AGREEMENT
(a)
With effect from the Effective Date, the Original Facility Agreement shall be amended and restated so that it shall be read and construed for all purposes in the form set out in Schedule B ( Amended and Restated Facility Agreement ) and all references in the Amended and Restated Facility Agreement to “ this Agreement ” shall include this Agreement.
(b)
With effect from the Effective Date, all references to the “ Facility Agreement ”, the “ EUR Facility Agreement ” and the “ Convention de Crédit Export EUR ” (as applicable) contained in any Transaction Document shall, with respect to the period on and following the date of this Agreement, be construed as references to the Amended and Restated Facility Agreement (and as the same may be further amended and/or restated from time to time).
3.
REPRESENTATIONS AND WARRANTIES
On the date hereof, the Borrower hereby represents and warrants to the Finance Parties that the representations and warranties set out in Clause 7 ( Representations and Warranties ) of the Original Facility Agreement (with the exception of the representations and warranties set out in in Clause 7.10(b) ( Obligations rank pari passu; Liens ), Clause 7.11 ( Withholding, etc. ) and Clause 7.17 ( Construction Contract )) of the Original Facility Agreement) are true and correct (as if references therein were references to the Amended and Restated Facility Agreement) by reference to the facts and circumstances then existing.
On the Effective Date, the Borrower hereby represents and warrants to the Finance Parties that the representations and warranties set out in Clause 7 ( Representations and Warranties ) of the Amended and Restated Facility Agreement (with the exception of the representations and warranties set out in in Clause 7.10(b) ( Obligations rank pari passu; Liens ), Clause 7.11 ( Withholding, etc. ) and Clause 7.17 ( Construction Contract )) of the Amended and Restated Facility Agreement) are true and correct (as if references therein were references to the Amended and Restated Facility Agreement) by reference to the facts and circumstances then existing.

3



4.
CONDITIONS PRECEDENT TO EFFECTIVENESS
The entry into force of this Agreement is subject to the condition that the Facility Agent shall have confirmed in writing to the Borrower, the other Finance Parties and the USD Facility Agent that it has received (or waived in writing) the following documents and evidence, each in form and substance satisfactory to the Facility Agent (the date of such confirmation being referred to in this Agreement as the “ Effective Date ”):
(a)
USD Facility Amendment No°1
The USD Facility Amendment No°1 duly executed by each of the parties thereto and such agreement is in full force and effect; and
(b)
Resolutions, etc.
(i)
a certificate of the Borrower’s Secretary or Assistant Secretary as to the incumbency of the Borrower’s Authorised Officers (including a specimen of each such Authorised Officer’s signature) and as to the truth and completeness and continuing force and effect of the attached Organic Documents of the Borrower, upon which certificate the Lenders may conclusively rely until they shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower canceling or amending such prior certificate; and
(ii)
a Certificate of Good Standing issued by the relevant Liberian authorities in respect of the Borrower.
5.
FINANCE DOCUMENT
Each of this Agreement and the Amended and Restated Facility Agreement is a Finance Document.
6.
CONTINUITY
Save as amended and restated hereby, the provisions of the Original Facility Agreement shall remain in full force and effect.
7.
FEES
(a)
The Borrower agrees to pay on the date hereof all reasonable and documented fees and expenses of the Finance Parties (including the reasonable and documented fees and out-of-pocket expenses of external counsel to the Finance Parties and of local counsel, if any, who may be retained by counsel to the Finance Parties; provided that the Borrower shall only be required to pay the fees of one collective counsel to the Finance Parties per relevant jurisdiction) in connection with (i) the negotiation, preparation, review, printing and execution of this Agreement and the other Finance Documents (if any) and the completion of the transactions contemplated hereby and

4



thereby, in each case whether or not the transactions contemplated hereby are consummated.
(b)
In addition, the Borrower agrees to pay on the date hereof the documented fees and out-of-pocket expenses of the Funding Entity for which the Finance Parties are responsible (directly or through the CDC Funding Agents) under clause 19 ( Frais ) of the Funding Agreement arising from the amendments to the Funding Agreement (if any) required to correspond to amendments to the Finance Documents. Besides, the Borrower has agreed to pay on the date hereof certain costs of the Funding Entity as separately agreed between the Borrower and the Funding Entity.
(c)
The Borrower agrees to pay on the date hereof to the Facility Agent for its own account a fee in the amount of fifteen thousand Euros (EUR 15,000) as provided for in Article 13.1 (b) of the Amended and Restated Facility Agreement.
(d)
The Borrower agrees to pay on the date hereof to the Funding Coordination Agent for its own account (or to the Facility Agent for the account of the Funding Coordination Agent) a fee in the amount of fifteen thousand Euros (EUR 15,000) as provided for in Article 13.1 (c) of the Amended and Restated Facility Agreement.
8.
CONSENT
Pursuant to Clause 13.1(d) ( Waivers and Amendments ) of the Original Facility Agreement, the Borrower and the Finance Parties have consented to the modifications of Sections 7.10(a), 8.6, 9.2(d), 9.2(e), 9.3(b), 9.3(d), 9.5(b), 9.7(a), 9.8, 10.1(d), 10.1(e), 11.1 (a) and (b), 11.1 (f) and 11.1(l) of the USD Facility Agreement subject that such modifications are strictly identical to the ones made to the Facility Agreement.
9.
SEVERABILITY
Any provision of this Agreement 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 affecting the validity or enforceability of such provision in any other jurisdiction.
10.
EXECUTION IN COUNTERPARTS
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.
11.
THIRD PARTY RIGHTS
Unless expressly provided to the contrary in this Agreement, a Person who is not a party hereto has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term hereof.

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12.
MISCELLANEOUS
The provisions of Clause 13.1 ( Waivers and Amendments ) and Clause 13.4 ( Notices ) of the Amended and Restated Facility Agreement shall be deemed to be incorporated into this Agreement as if such clauses were set out in full in this Agreement save that references in the Amended and Restated Facility Agreement to “ this Agreement ” shall be construed as references to this Agreement.
13.
LAW AND JURISDICTION
(a)
Governing Law
This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall in all respects be governed by and construed in accordance with English law.
(b)
Jurisdiction
The provisions of Clause 13.14 ( Law and Jurisdiction ) of the Amended and Restated Facility Agreement shall be deemed to be incorporated into this Agreement as if such clause was set out in full save that references in the Amended and Restated Facility Agreement to “ this Agreement ” shall be construed as references to this Agreement.


6






Schedule A

The Lenders and Commitments
Original Lender
Commitment (EUR)
Percentage
BNP Paribas
133,833,884
18.75%
HSBC France
267,667,767
37.50%
Société Générale
223,056,473
31.25%
Natixis
89,222,589
12.50%


Schedule B








Amended and Restated Facility Agreement


ii










Dated 9 July 2013
as amended and restated by Amendment and Restatement n° 1 dated 15 April 2014
and
as amended and restated by Amendment and Restatement n° 2 dated 15 January 2016
ROYAL CARIBBEAN CRUISES LTD.
as Borrower

SOCIÉTÉ GÉNÉRALE
as Facility Agent

BNP PARIBAS
as Documentation Bank

BNP PARIBAS
HSBC FRANCE
and
SOCIÉTÉ GÉNÉRALE
as Mandated Lead Arrangers

and

THE BANKS AND FINANCIAL INSTITUTIONS
from time to time party hereto
as Lenders



FACILITY AGREEMENT

in respect of
one (1) Passenger Cruise Vessel
Hull No. A34












 
TABLE OF CONTENTS
 
 
 
Page

1

DEFINITIONS AND INTERPRETATION
3

1.1

Defined Terms
3

1.2

Interpretation
18

1.3

Third Party Rights
19

1.4

Accounting and Financial Determinations
19

2

THE FACILITY AND COMMITMENTS
20

2.1

The Facility
20

2.2

Purpose
20

2.3

Commitments of the Lenders
21

2.4

Voluntary Cancellation
22

2.5

Cancellation due to Lender Illegality
22

2.6

Delayed Delivery
22

2.7

Automatic Cancellation
23

2.8

Cancellation for Non–Exercise Premium
23

2.9

Construction Contract
24

2.10

Independence of Borrower’s Obligations
24

2.11

Finance Parties’ Rights and Obligations
24

3

DISBURSEMENT PROCEDURES; BORROWER’S PAYMENT INSTRUCTIONS
24

3.1

Availability of Facility
24

3.2

Delivery of a Drawing Request
25

3.3

Completion of a Drawing Request
25

3.4

Currency and Amount of Disbursement
25

3.5

Disbursement
25

3.6

Borrower’s Payment Instructions
26

4

CONDITIONS PRECEDENT
26

4.1

Conditions Precedent to Effectiveness
26

4.2

Conditions Precedent to Disbursement
27

4.3

Additional Conditions Precedent to Disbursement
30

4.4

Form of Conditions Precedent
31

4.5

Facility Agent’s Responsibility
31

4.6

Waiver
32

5

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
32

5.1

Repayments
32

5.2

Prepayment
34

5.3

Interest Provisions
35

5.4

Commitment Fee
36

5.5

Other Fees
37

5.6

Calculation Basis
37

5.7

Currency
37

6

EURIBOR-RELATED PROVISIONS; FUNDING LOSSES; INCREASED CAPITAL COSTS; TAXES; RESERVE COSTS; PAYMENTS; ETC.
37


i



6.1

EURIBOR Determination; Replacement Reference Banks
38

6.2

EURIBOR Lending Unlawful
38

6.3

Market Disruption in respect of a Funded Loan Portion
38

6.4

Market Disruption in respect of an Unfunded Loan Portion
39

6.5

Increased Loan Costs, etc.
40

6.6

Funding Losses
42

6.7

Increased Capital Costs
45

6.8

Taxes
46

6.9

Reserve Costs
49

6.10

Payments
50

6.11

No Double Counting
51

6.12

Cancellation of Commitment or Prepayment of Affected Lender
52

6.13

Funding Entity
52

6.14

Sharing of Payments
52

6.15

No Borrower Set-off
53

6.16

Finance Party Set-off
53

6.17

Use of Proceeds
54

7

REPRESENTATIONS AND WARRANTIES
54

7.1

Organisation, etc.
54

7.2

Due Authorisation, Non-Contravention, etc.
54

7.3

Government Approval, Regulation, etc.
55

7.4

Compliance with Laws
55

7.5

Sanctions
56

7.6

Validity, etc.
56

7.7

No Default, Event of Default or Mandatory Prepayment Event
56

7.8

Litigation
56

7.9

The Purchased Vessel
56

7.10

Obligations rank pari passu; Liens
57

7.11

Withholding, etc.
57

7.12

No Filing, etc. Required
57

7.13

No Immunity
57

7.14

Investment Company Act
58

7.15

Regulation U
58

7.16

Accuracy of Information
58

7.17

Construction Contract
58

7.18

No Winding-up
58

7.19

Repetition
59

8

AFFIRMATIVE COVENANTS
59

8.1

Financial Information, Reports, Notices, etc.
59

8.2

Government Approvals and Other Consents
61

8.3

Compliance with Laws, etc.
61

8.4

The Purchased Vessel
62

8.5

Insurance
63


ii





8.6

Books and Records
63

8.7

Cessation of Business
63

8.8

COFACE Insurance Policy Requirements
63

8.9

Further Assurances
63

9

NEGATIVE COVENANTS
64

9.1

Business Activities
64

9.2

Indebtedness
64

9.3

Liens
65

9.4

Financial Condition
67

9.5

Investments
67

9.6

Consolidation, Merger, etc.
67

9.7

Asset Dispositions, etc.
68

9.8

Use of Proceeds
69

9.9

Construction Contract
69

10

EVENTS OF DEFAULT
69

10.1

Listing of Events of Default
69

10.2

Action if Bankruptcy
73

10.3

Action if Other Event of Default
73

11

MANDATORY PREPAYMENT EVENTS
73

11.1

Listing of Mandatory Prepayment Events
73

11.2

Mandatory Prepayment
77

12

THE FACILITY AGENT, mandated lead arrangers and documentation bank
77

12.1

Appointment and Duties
77

12.2

Indemnity
78

12.3

Funding Reliance, etc.
79

12.4

Exculpation
79

12.5

Successor/Replacement
80

12.6

Loans by the Facility Agent
82

12.7

Credit Decisions
82

12.8

Copies, etc.
82

12.9

The Facility Agent’s Rights
82

12.10

The Facility Agent’s Duties
83

12.11

Employment of Agents
83

12.12

Distribution of Payments
83

12.13

Reimbursement
84

12.14

Instructions
84

12.15

Payments
84

12.16

“Know your customer” Checks
85

12.17

No Fiduciary Relationship
85

12.18

The Mandated Lead Arrangers and the Documentation Bank
85

13

MISCELLANEOUS PROVISIONS
85

13.1

Waivers and Amendments
85

13.2

Exercise of Remedies
87


iii





13.3

Mitigation, Borrower Challenges, etc.
87

13.4

Notices
88

13.5

Payment of Costs and Expenses
92

13.6

Indemnification
93

13.7

Survival
95

13.8

Severability
95

13.9

Execution in Counterparts
96

13.10

Successors and Assigns
96

13.11

Lender Transfers, Assignments and Participations
96

13.12

Other Transactions
103

13.13

COFACE Premium
103

13.14

Law and Jurisdiction
105

13.15

Confidentiality
106

 
 
 
 
Schedule A The Original Lenders and Commitments
A-1

 
Schedule B Repayment Schedule
B-1

 
Schedule C Form of Drawing Request
C-1

 
Schedule D Form of Lender Transfer Certificate
D-1

 
Schedule E Form of Lender Assignment Agreement
E-1




iv






THIS FACILITY AGREEMENT (this “ Agreement ”) is dated 9 July 2013, as amended and restated on 15 April 2014 and 15 January 2016, and made between:
(7)
ROYAL CARIBBEAN CRUISES LTD. , a Liberian corporation registered with the Ministry of Foreign Affairs of the Republic of Liberia under number C-38863, whose registered office is at 80 Broad Street, Monrovia, Republic of Liberia, and whose principal office is at 1050 Caribbean Way, Miami, Florida 33132, United States of America (the “ Borrower ”);
(8)
SOCIÉTÉ GÉNÉRALE , a French société anonyme with its registered office at 29 Boulevard Haussmann, 75009 Paris, France, registered with the Paris trade and companies register under number 552 120 222, acting in its capacity as facility agent for and on behalf of the Finance Parties (the “ Facility Agent ”);
(9)
BNP PARIBAS, a French société anonyme with its registered office at 16, boulevard des Italiens, 75009 Paris, France, registered with the Paris trade and companies register under number 662 042 449, acting in its capacity as the documentation bank until such role terminates in accordance with the terms hereof (the “ Documentation Bank ”);
(10)
BNP PARIBAS, a French société anonyme with its registered office at 16, boulevard des Italiens, 75009 Paris, France, registered with the Paris trade and companies register under number 662 042 449;
(11)
HSBC FRANCE, a French société anonyme with its registered office at 103, avenue des Champs Elysées, 75008 Paris, France, registered with the Paris trade and companies register under number 775 670 284 RCS Paris; and
(12)
SOCIÉTÉ GÉNÉRALE , a French société anonyme with its registered office at 29 Boulevard Haussmann, 75009 Paris, France, registered with the Paris trade and companies register under number 552 120 222,
(each a “ Mandated Lead Arranger ” and collectively, the “ Mandated Lead Arrangers ”); and
(13)
THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule A ( The Original Lenders and Commitments ) as lenders (the “ Original Lenders ”) .
WHEREAS,
(A)
The Borrower and the Builder have entered into the Construction Contract pursuant to which the Builder has agreed to design, construct, equip, complete, sell and deliver to the Borrower the Purchased Vessel.
(B)
The Lenders have agreed to make available to the Borrower, upon the terms and subject to the conditions set out herein, a Euro term loan facility in an amount of up to sixty four per cent. (64%) of the Cash Contract Price of the Purchased Vessel (as adjusted from time to time in accordance with the Construction Contract to reflect, among other adjustments,

1



Change Orders, utilisation of the NYC Allowance and the applicability of the Non-Exercise Premium) and up to one hundred per cent. (100%) of the COFACE Premium, in an aggregate amount not to exceed the Maximum Loan Amount.
(C)
Subject to the terms and conditions set out herein, the Loan proceeds will be provided to (i) the Builder for the purpose of paying a portion of the Cash Contract Price in connection with the Borrower’s purchase of the Purchased Vessel, (ii) the Borrower for the purpose of reimbursing it for Borrower-Paid Change Orders and the amounts expended by it in respect of the Non-Yard Costs and (iii) COFACE for the purpose of paying the COFACE Premium.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

2





1.
DEFINITIONS AND INTERPRETATION
1.1
Defined Terms
The following terms (whether or not in bold type) when used in this Agreement, including its recitals and Schedules, shall, when capitalised, except where the context otherwise requires, have the following meanings:
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.
Affiliate ” means, with respect to any Person, any other Person which, directly or indirectly, is controlling, controlled by or is under common control with such Person, including such Person’s Subsidiaries.
Amendment and Restatement No.1 ” means the amendment and restatement agreement in respect of this Agreement dated 15 April 2014 between the Borrower, the Facility Agent, BNP Paribas, HSBC France and Société Générale as mandated lead arrangers and the Lenders.
Amendment and Restatement No.2 ” means the amendment and restatement agreement in respect of this Agreement dated 15 January 2016 between the Borrower, the Facility Agent, BNP Paribas, HSBC France and Société Générale as mandated lead arrangers and the Lenders.
Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates from time to time concerning or relating to bribery or corruption.
Applicable Jurisdiction ” means the jurisdiction or jurisdictions under which the Borrower is organised, domiciled or resident or from which any of its business activities is conducted or in which any of its properties is located and which has jurisdiction over the subject matter being addressed.
Applicable Spot Rate ” means the spot rate for any Euros, as calculated by the Borrower and delivered pursuant to Clause 5.1(c) by referencing the last available Euros to Dollars exchange rate quoted on Bloomberg page “€ Currency HP” or its successor page.
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.
Authorised Officer ” means those officers of the Borrower authorised to act with respect to the Finance Documents (including any Drawing Request) and whose signatures and incumbency shall have been certified to the Facility Agent by the Secretary or an Assistant Secretary of the Borrower.
Available Commitment means in relation to any Lender, at any time and save as otherwise provided in this Agreement, the Commitment of such Lender at such time as reduced by any cancellation, reduction or transfer of such Commitment pursuant to the terms of this Agreement, provided that such amount shall not be less than zero (0).

3





Borrower-Paid Change Orders ” means any Change Orders to the extent paid for by the Borrower to the Builder prior to the Disbursement Date in accordance with the second sentence of article V(6) of the Construction Contract.
Builder ” means STX France S.A., a French société anonyme with its registered office at Avenue Bourdelle, 44600 Saint-Nazaire, France, registered with the Saint-Nazaire trade and companies register under number 439 067 612.
Business Day ” means (a) in relation to any date for the payment or purchase of Euros and/or USD, any day (other than a Saturday or Sunday) on which banks are open for general business in New York City, London and Paris and is also a TARGET Day and (b) for all other purposes, any day (other than a Saturday or Sunday) on which banks are open for general business in New York City, London and Paris.
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 a capitalised lease.
Capitalisation ” means, at any date, the sum of (a) Net Debt on such date, plus (b) Stockholders’ Equity on such date.
Capitalised 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 a capitalised lease, and, for purposes of this Agreement, the amount of such obligations shall be the capitalised amount thereof, determined in accordance with GAAP.
Cash Contract Price ” has the meaning ascribed to such term in the Construction Contract.
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.
[“ Change of Control ” means an event or series of events by which:
(a)
any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 as in effect on the execution date of this Agreement, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 as in effect on the execution date of this Agreement, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 50% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and

4





taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or
(b)
during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.] (1)  
Change Order ” has the meaning ascribed to such term in article V(1) of the Construction Contract.
CIRR ” means the OECD Commercial Interest Reference Rate applicable to the Facility of two point twenty per cent. (2.20%) per annum.
Code ” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.
COFACE ” means the Compagnie Française d’Assurance pour le Commerce Extérieur , the French export credit agency, a French société anonyme with its registered office at 1 Place Costes et Bellonte, 92270 Bois-Colombes, France, registered with the Nanterre trade and companies register under number 552 069 791.
COFACE Insurance Policy ” means the insurance policy in respect of the Facility (including the Loan) issued by COFACE on 7 October 2013 for the benefit of the Lenders as approved and executed by the Facility Agent and the Lenders as at the date of the policy’s issuance, as amended by the COFACE Insurance Policy Amendment.
COFACE Insurance Policy Amendment ” means the amendment to the COFACE Insurance Policy to be issued by COFACE following the signature of Amendment and Restatement No.1.
COFACE Premium ” means the premium due to COFACE pursuant to the COFACE Insurance Policy in the amount set forth in Clause 2.2(a)(ii), payable by the Borrower to the Facility Agent (for the account of COFACE).
Commitment ” means:
(a)
in relation to any Original Lender, the amount set forth opposite its name in the relevant column of Schedule A ( The Original Lenders and Commitments ) and the amount of any other Commitment transferred to it under this Agreement; and
(1) Under review by the Lenders.

 
 
 
 

5








(b)
in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement.
Commitment Fee ” has the meaning ascribed to such term in Clause 5.4 ( Commitment Fee ).
Commitments Termination Date ” means the earliest of:
(a)
the Disbursement Date (after the Loan as requested in the Drawing Request has been disbursed in accordance with this Agreement);
(b)
the Effective Delivery Date;
(c)
the date on which all Commitments are cancelled in accordance with the terms of this Agreement;
(d)
the date on which the Construction Contract is cancelled or terminated in accordance with its terms; and
(e)
the Longstop Date.
Construction Contract ” means the Contract for Construction and Sale of Hull No. A34 dated 27 December 2012 between the Builder and the Borrower as buyer with respect to the Purchased Vessel, as amended by Addendum No. 1 dated 31 July 2013 between the Builder and the Borrower.
Construction Financing ” means the financing provided or to be provided to the Builder with respect to the construction of the Purchased Vessel, as arranged by HSBC France and Société Générale as mandated lead arrangers with Société Générale as facility agent and as refinanced by the Funding Entity.
Covered Taxes ” means any Taxes other than (i) franchise taxes and taxes imposed on or measured by any Lender’s or the Funding Entity’s (as applicable) net income or receipts of such Lender or the Funding Entity (as applicable) and franchise taxes imposed in lieu of net income taxes or taxes on receipts, in each case by the jurisdiction under the laws of which such Lender or the Funding Entity (as applicable) is organised or any political subdivision thereof or the jurisdiction of such Lender’s Lending Office or any political subdivision thereof or any other jurisdiction, except in each case to the extent that such taxes are imposed solely as a result of the Borrower’s activities in any such jurisdiction, and (ii) any taxes imposed under FATCA.
CP Banks ” means the Mandated Lead Arrangers and, if a transfer or assignment is made to Natixis pursuant to Clause 13.11(a)(iv), Natixis.

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Default ” means any Event of Default or circumstance which would, with the expiry of a grace period, the giving of notice or both, become an Event of Default.
Delivery Installment ” means the final Installment described in article II(3)(e) of the Construction Contract.
Disbursement Date ” means the date on which the Loan is to be made under this Agreement, which shall be the Effective Delivery Date.
Dollars ”, “ USD ” and the sign “ $ ” mean the lawful currency of the United States.
Drawing Request ” means the loan drawing request duly executed by an Authorised Officer, substantially in the form of Schedule C ( Form of Drawing Request ).
Effective Delivery Date ” means the date on which the Purchased Vessel is delivered to, and accepted by, the Borrower under the Construction Contract.
Eligible Portion ” means the portion of the Cash Contract Price (or any portion thereof, as applicable) to be paid to the Builder under the Construction Contract that is attributable to goods and services purchased by the Borrower which are of:
(a)    French origin; or
(b)
foreign origin (i.e., originating from countries other than France and Liberia and including transport and insurances of any nature),
in either case which are eligible for financing under the limits and under the conditions determined by the French Authorities and which have been approved for financing by the French Authorities.
Environmental Approval ” means any permit, licence, approval, ruling, certification, exemption or other authorisation required under applicable Environmental Laws.
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.
EONIA means (a) the overnight money market rate, expressed as an annual percentage, determined by the European Central Bank on the basis of the information provided to it by the main market operators in relation to the transactions concluded on the relevant TARGET Day, as displayed, under the aegis of the Banking Federation of the European Union (EBF), on the Reuter page “RIC” or “EONIA” screen (or on any other page or screen replacing them) at 11.00 am (Brussels time) on the following TARGET Day or (b) if the rate provided in paragraph (a) is not available for that period, the arithmetic mean (rounded upward to four (4) decimal places) of the rates as supplied to the Facility Agent at its request quoted by the References Banks as being the overnight money market rate on commercial paper offered to leading banks in the European interbank market on the TARGET Day in question.

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EURIBOR ” means, for any period:
(a)
the applicable Screen Rate; or
(b)
if no Screen Rate is available for that period, the arithmetic mean (rounded upward to four (4) decimal places) of the rates as supplied to the Facility Agent at its request quoted by the References Banks to leading banks in the European interbank market,
in each case as of 11:00 a.m. (Paris time) on the Quotation Date for the offering of deposits in Euros for a period comparable to such period, provided that, if such period is:
(i)
shorter than one (1) month, the reference period shall be one (1) month; and
(ii)
longer than one (1) month and does not correspond to an exact number of months, the relevant rate shall be determined by using a linear interpolation of EURIBOR according to usual practice in the international monetary market,
and, if any such rate is below zero (0), EURIBOR shall be deemed to be zero (0).
Euro Equivalent ” means any USD amount converted into a corresponding EUR amount using the average rate of currency hedges entered into by the Borrower for payment of the Cash Contract Price, as properly documented in the Drawing Request to the reasonable satisfaction of the Facility Agent.
Euros ”, “ EUR ” and the sign “ ” mean the single currency of the Participating Member States.
Event of Default ” means any of the events or circumstances specified as such in Clause 10.1 ( Listing of Events of Default ).
Existing Principal Subsidiaries ” means each Subsidiary of the Borrower that is a Principal Subsidiary on the date of this Agreement.
Facility ” means the term loan facility granted to the Borrower by the Lenders pursuant to Clause 2.1 ( The Facility ).
FATCA ” means:
(a)
sections 1471 to 1474 of the Code or any associated regulations or other official guidance;
(b)
any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the U.S. and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or
(c)
any agreement pursuant to the implementation of paragraphs (a) or (b) above with the U.S. Internal Revenue Service, the U.S. government or any governmental or taxation authority in any other jurisdiction.
FATCA Application Date ” means:

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(a)
in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the U.S.), 1 January 2014;
(b)
in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the U.S.), 1 January 2017; or
(c)
in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,
or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.
FATCA Deduction ” means a deduction or withholding from a payment under a Finance Document required by FATCA.
FATCA Exempt Party ” means a party to this Agreement that is entitled to receive payments free from any FATCA Deduction.
Fee Letter ” means any fee letter entered into between the Borrower and the Facility Agent as referred to in Clause 5.5 ( Other Fees ).
Final Maturity Date ” means the date that is twelve (12) years after the Starting Date of Repayment.
Finance Documents ” means this Agreement, the Amendment and Restatement No.1, the Amendment and Restatement No.2, each of the Fee Letters, the Drawing Request and any other document designated as such in writing by the Facility Agent and the Borrower.
Finance Parties ” means the Mandated Lead Arrangers, the Facility Agent, the Documentation Bank and the Lenders.
Fiscal Quarter ” means any quarter of a Fiscal Year.
Fiscal Year ” means any annual fiscal reporting period of the Borrower.
Fixed Charge Coverage Ratio ” means, as of the end of any Fiscal Quarter, the ratio computed for the period of four (4) 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

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(ii)
scheduled payments of principal of all debt less New Financings (determined in accordance with GAAP, but in any event including Capitalised Lease Liabilities) of the Borrower and its Subsidiaries for such period.
Fixed Rate ” means a rate per annum equal to the aggregate of (a) the CIRR, (b) the Fixed Rate Margin and (c) the Mandatory Cost, if any.
Fixed Rate Margin ” means (a) zero point forty per cent. (0.40%) per annum if disbursement of the Loan occurs on or before the Margin Step-Up Date and (b) zero point fifty per cent. (0.50%) per annum if disbursement of the Loan occurs after the Margin Step-Up Date.
Floating Rate ” means a rate per annum equal to the aggregate of (a) EURIBOR, (b) the Floating Rate Margin and (c) the Mandatory Cost, if any.
Floating Rate Margin ” means (a) one point fifteen per cent. (1.15%) per annum if disbursement of the Loan occurs on or before the Margin Step-Up Date and (b) one point twenty five per cent. (1.25%) per annum if disbursement of the Loan occurs after the Margin Step-Up Date.
French Authorities ” means the Direction Générale du Trésor of the French Ministry of Economy and Finance, any successors thereto, or any other governmental authority in or of France involved in the provision, management or regulation of the terms, conditions and issuance of export credits including, among others, such entities to whom authority in respect of the extension or administration of export financing matters have been delegated, such as COFACE and Natixis DAI.
F.R.S. Board ” means the Board of Governors of the Federal Reserve System or any successor thereto.
Funded Loan Portion ” means all or any portion of the Loan in respect of which the Funding Entity has funded one or more of the Lenders pursuant to the Funding Agreement and which is outstanding.
Funding Agents ” means the Funding Coordination Agent and the Funding Paying Agent.
Funding Agreement ” means the funding agreement entered into on or about the date of this Agreement between the Funding Entity, the Funding Agents and the Lenders in their capacities as borrowers thereunder, as amended by the Funding Agreement Amendment.
Funding Agreement Amendment ” means the amendment to the Funding Agreement entered into on or about the date of the Amendment and Restatement No.1 between the Funding Entity, the Funding Agents and the Lenders in their capacities as borrowers thereunder.
Funding Coordination Agent ” means HSBC France or any successor or assign of HSBC France in such capacity as permitted under the Funding Agreement.
Funding Date ” means the date on which the Funding Entity makes available the drawing under the Funding Agreement to Société Générale (in its capacity as Funding Paying Agent).

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Funding Entity ” means the Caisse des Dépôts et Consignations , a special establishment created by French law dated 28 April 1816 and having its offices at 56, rue de Lille, 75007 Paris, France, or any successor or assign thereof as permitted under the Funding Agreement.
Funding Losses ” means any amounts payable by the Borrower pursuant to Clause 6.6 ( Funding Losses ).
Funding Paying Agent ” means Société Générale or any successor or assign of Société Générale in such capacity as permitted under the Funding Agreement.
Funds Flow Agreement ” means the funds flow agreement ( convention portant sur des flux des paiements ), dated 31 July 2013, between the Funding Entity, the Funding Paying Agent, the Facility Agent, the Borrower, the Builder, the agent under the Construction Financing, the paying agent under the refinancing of the Construction Financing and the funding entity under the refinancing of the Construction Financing, as amended by the Funds Flow Amendment.
Funds Flow Amendment ” means the amendment to the Funds Flow Agreement dated 15 April 2014 entered into between the parties to the Funds Flow Agreement and the USD Facility Agent on behalf of the USD Facility Finance Parties.
GAAP ” means generally accepted accounting principles in the United States of America as in effect from time to time.
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.
IFRS ” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.
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

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payable are payable within one hundred eighty (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 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)
Capitalised Lease Liabilities of such Person;
(f)
guarantees by such Person of Indebtedness of others, up to the amount of Indebtedness so guaranteed;
(g)
obligations of such Person in respect of surety bonds and similar obligations; and
(h)
liabilities arising under Hedging Instruments.
Initial Basic Cash Contract Price ” has the meaning ascribed to such term in article II(2) of the Construction Contract.
Installments ” has the meaning ascribed to such term in the Construction Contract.
Interest Period ” means the period starting on (and including) the Starting Date of Repayment and ending on (but not including) the first Repayment Date (as the same may be adjusted pursuant to Clause 6.10(d)), and subsequently each succeeding period starting on (and including) the immediately preceding Repayment Date (as the same may be adjusted pursuant to Clause 6.10(d)) and ending on (but not including) the next Repayment Date (as the same may be adjusted pursuant to Clause 6.10(d)).
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 ” means:
(a)
any Original Lender; and
(b)
any New Lender which has become a party hereto in accordance with Clause 13.11 ( Lender Transfers, Assignments and Participations ),
which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

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Lender Assignment Agreement ” means any Lender Assignment Agreement substantially in the form of Schedule E ( Form of Lender Assignment Agreement ).
Lender Transfer Certificate ” means any Lender Transfer Certificate substantially in the form of Schedule D ( Form of Lender Transfer Certificate ).
Lending Office ” means, relative to any Lender, the office or offices notified by such Lender to the Facility Agent and the Borrower in writing on or before the date on which it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written) notice as the office or offices through which it will perform its obligations under this Agreement.
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 ” means at any time the aggregate principal amount of the Facility disbursed to the Borrower and/or another Person at the request of the Borrower under this Agreement or, as the case may be, the aggregate principal amount of such disbursement outstanding.
Longstop Date ” means the two hundred and seventieth (270 th ) day following the Original Scheduled Delivery Date, being 24 January 2017.
Mandatory Cost ” means the amount calculated by the Facility Agent on the first day of each Interest Period (or as soon as practicable thereafter) and notified to the Borrower as the weighted average of each applicable Lender’s additional cost rate (weighted in proportion to the percentage participation of each such Lender in the Loan) and expressed as a percentage rate per annum, where the “ additional cost rate ” for any Lender lending from a Lending Office in a Participating Member State is the percentage notified by that Lender to the Facility Agent and certified by that Lender in its notice to the Facility Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in the Loan made from that Lending Office) of complying with the minimum reserve requirements of the European Central Bank and, in the case of any Lender lending from a Lending Office in the United Kingdom, the Bank of England, the Financial Conduct Authority and/or the Prudential Regulation Authority (or any replacement authority) in respect of loans made from that Lending Office.
Mandatory Prepayment Event ” means any of the events or circumstances specified as such in Clause 11.1 ( Listing of Mandatory Prepayment Events ).
Margin ” means (a) if the interest rate applicable to the Loan is calculated by reference to the CIRR, the Fixed Rate Margin and (b) if the interest rate applicable to the Loan is calculated by reference to EURIBOR, the Floating Rate Margin.
Margin Step-Up Date ” means the one hundred and eightieth (180 th ) day following the Original Scheduled Delivery Date, being 26 October 2016.

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Material Adverse Effect ” means a material adverse effect on (a) the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies of any Finance Party under this Agreement or (c) the ability of the Borrower to perform its payment Obligations under this Agreement or any of the other Finance Documents.
Material Litigation ” has the meaning ascribed to such term in Clause 7.8 ( Litigation ).
Maximum Loan Amount ” means the aggregate of the Original Lenders’ Commitments, being seven hundred thirteen million seven hundred eighty thousand seven hundred and twelve Euros (EUR 713,780,712).
Mortgage ” means the first priority ship mortgage to be granted by the Borrower in connection with the Construction Financing.
Natixis ” means Natixis, a French société anonyme with its registered office at 30, avenue Pierre Mendès France, 75013 Paris, France, registered with the Paris Commercial and Companies Registry under number 542 044 524 RCS Paris.
Natixis DAI ” means Natixis DAI Direction des Activités Institutionnelles .
Net Debt ” means, at any time, the aggregate outstanding principal amount of all debt (including, without limitation, Capitalised Lease Liabilities) 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 Capitalisation Ratio ” means, as at any date, the ratio of (a) Net Debt on such date to (b) Capitalisation 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 any revolving credit facilities of the Borrower, and
(b)
the issuance and sale of equity securities.
New Lender ” has the meaning ascribed to such term in Clause 13.11 ( Lender Transfers, Assignments and Participations ).
Non-Exercise Premium ” has the meaning ascribed to such term in article II(2) of the Construction Contract.
Non-Yard Costs ” has the meaning ascribed to such term in the Construction Contract.
NYC Allowance ” has the meaning ascribed to such term in the Construction Contract.

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Obligations ” means all obligations (payment or otherwise) of the Borrower arising under or in connection with this Agreement and the other Finance Documents.
Organic Document ” means, relative to the Borrower, its articles of incorporation (inclusive of any articles of amendment to its articles of incorporation) and its by-laws.
Original Scheduled Delivery Date ” means 29 April 2016.
Other Vessel ” means a passenger cruise vessel (other than the Purchased Vessel) owned by the Borrower or one of its Subsidiaries.
Participating Member State means any member of the European Community that at the relevant time has adopted the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
Person ” means any natural person, corporation, limited liability company, partnership, firm, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.
Principal Subsidiary ” means any Subsidiary of the Borrower that owns a Vessel (while it owns such Vessel).
Purchased Vessel ” means the passenger cruise vessel bearing Builder’s hull number A34 constructed or to be constructed pursuant to the Construction Contract.
Quotation Date ” means, in relation to any period for which an interest rate is to be determined, two (2) TARGET Days before the first day of that period.
Reference Banks ” means BNP Paribas, HSBC France and Société Générale or such other banks as may be appointed by the Facility Agent with the consent of the Borrower (such consent not being unreasonably withheld).
Repayment Date ” means each of the dates for payment of the repayment installments of the Loan specified in Schedule B ( Repayment Schedule ), as may be substituted from time to time in accordance with Clause 5.1(b).
Required Lenders ” means, at any time, Lenders that in the aggregate, hold more than sixty six point sixty six per cent. (66.66%) of the aggregate unpaid principal amount of the Loan or, if no such principal amount is then outstanding, Lenders that in the aggregate have more than sixty six point sixty six per cent. (66.66%) of the Commitments.
Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.

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Sanctioned Country ” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).
Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member state, or any person owned or controlled by any such Person or Persons, or (b) any Person operating, organized or resident in a Sanctioned Country.
Scheduled Delivery Date ” means, at any time, the Original Scheduled Delivery Date or such other date which, at such time, is the date specified for delivery of the Purchased Vessel under the Construction Contract, as the same may be modified from time to time in accordance with the terms of the Construction Contract.
Screen Rate ” means the euro interbank offered rate administered by the Banking Federation of the European Union (or any other Person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.
SEC ” means the United States Securities and Exchange Commission and any successor thereto.
Starting Date of Repayment ” means the Disbursement Date or, if the Disbursement Date is different from the Funding Date due to the Loan being made within five (5) Business Days of the Funding Date as contemplated by Clause 2.6 ( Delayed Delivery ), the Funding Date.
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 date hereof 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 entity of which more than fifty per cent. (50%) of the outstanding voting capital or similar right of ownership is, 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.
TARGET Day ” means any day on which TARGET2 is open for the settlement of payments in Euros.

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TARGET2 ” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.
Tax ” and “ tax ” means all present or future taxes (of any nature and however termed), levies, fiscal charges, imposts, duties, fees, assessments, surcharges or other charges of whatever nature and however arising which are now or at any time hereafter imposed, assessed, charged, levied, collected, demanded, withheld or claimed by ay government or taxing authority, together with all interest thereon and penalties or similar liabilities with respect thereto, and “ Taxes ”, “ taxes ”, “ taxing ” and “ taxation ” shall be construed accordingly.
Transaction Documents ” means, collectively, the Finance Documents, the Funds Flow Agreement, the Funds Flow Amendment, the Funding Agreement, the Funding Agreement Amendment and the Construction Contract.
Transfer Date ” means, in relation to a valid transfer or a valid assignment by a Lender pursuant to Clause 13.11 ( Lender Transfers, Assignments and Participations ), the later of:
(a)
the proposed “Transfer Date” specified in the relevant Lender Transfer Certificate or Lender Assignment Agreement, as applicable; and
(b)
the date on which the Facility Agent executes the relevant Lender Transfer Certificate or Lender Assignment Agreement, as applicable.
United States ” or “ U.S. ” means the United States of America, its fifty States and the District of Columbia.
USD Facility ” means the USD facility under the USD Facility Agreement.
USD Facility Agent ” means The Bank of Tokyo-Mitsubishi UFJ, Ltd. in its capacity as facility agent for the USD Facility Finance Parties.
USD Facility Agreement ” means the facility agreement dated 15 April 2014, as amended by the USD Facility Amendment No.1, between the Borrower, the USD Facility Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd. as documentation bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Banco Santander, S.A. and KfW Ipex-Bank GmbH as mandated lead arrangers and the USD Facility Lenders.
USD Facility Amendment No.1 ” means the amendment and restatement agreement in respect of the USD Facility Agreement dated 15 January 2016 between the Borrower, the USD Facility Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd. as documentation bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Banco Santander, S.A. and KfW Ipex-Bank GmbH as mandated lead arrangers and the USD Facility Lenders.
USD Facility Finance Parties ” means the parties to the USD Facility Agreement (other than the Borrower).

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USD Facility Lenders ” means the Persons who are from time to time lenders under the USD Facility Agreement.
VAT ” means:
(a)
any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
(b)
any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.
Vessel ” means the Purchased Vessel and any Other Vessel.
Unfunded Loan Portion ” means all or any portion of the Loan in respect of which one or more of the Lenders no longer has funds from the Funding Entity pursuant to the Funding Agreement.
1.2
Interpretation
(a)
Unless a contrary indication appears, any references in this Agreement to:
(i)
(or to any specified provision of) this Agreement or any other agreement or document shall be construed as references to this Agreement or that other agreement or document or that provision as in force for the time being and as amended, supplemented, modified, varied or novated from time to time;
(ii)
Clauses, paragraphs and Schedules are to be construed as references to the clauses and paragraphs of, and schedules to, this Agreement and references to this Agreement include its Schedules;
(iii)
any Person (including any party hereto or to any other agreement) shall, where the context permits, include such Person’s successors, permitted transferees and permitted assigns;
(iv)
any law, enactment or other statutory provision shall be deemed to include references to such law, enactment or other statutory provision as re‑enacted, amended, extended, consolidated or replaced and any orders, decrees, proclamations, regulations, instruments or other subordinate legislation made thereunder;
(v)
assets ” include present and future properties, revenues and rights of every description;
(vi)
continuing ” and “ continuation ” mean, in relation to a Default, an Event of Default or a Mandatory Prepayment Event, where such event has not been remedied or waived or the circumstances giving rise to such event have not ceased to exist;

18





(vii)
control ” mean the possession by one Person, directly or indirectly, of the power to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting shares, by contract or otherwise, and references to “ controlling ” and “ controlled by ” shall be construed accordingly;
(viii)
day ” or “ days ” (rather than “ Business Day ” or “ Business Days ”) mean calendar day(s);
(ix)
faute lourde or dol ” shall be interpreted in accordance with the laws of France and the published case law of the French courts;
(x)
gross negligence or wilful misconduct ” shall be interpreted in accordance with the laws of England;
(xi)
hereof ”, “ herein ”, “ hereto ” and “ hereunder ” and other words of similar import mean this Agreement as a whole and not any particular part hereof; and
(xii)
include ”, “ includes ”, “ including ” and other words of similar import mean without limitation.
(b)
Unless a contrary indication appears therein, a term used in any other Finance Document or in any notice given under or in connection with this Agreement or any other Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
(c)
Unless a contrary indication appears herein or in any other Finance Document:
(i)
words (including terms used to refer to any of the relevant parties) importing the plural shall include the singular and vice versa; and
(ii)
words importing any gender shall be construed as including every gender.
(d)
Clause, paragraph and Schedule headings herein are for ease of reference only.
1.3
Third Party Rights
(a)
Unless expressly provided to the contrary in this Agreement or any other Finance Document, a Person who is not a party hereto or thereto (as the case may be) has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term hereof or thereof (as the case may be).
(b)
Unless expressly provided to the contrary in this Agreement or any other Finance Document, the consent of any person who is not a party hereto or thereto (as the case may be) is not required to rescind or vary this Agreement or such other Finance Document (as the case may be) at any time.
1.4
Accounting and Financial Determinations

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Unless otherwise specified, all accounting terms used herein shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 ( Financial Condition )) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 ( Financial Information, Reports, Notices, etc. ), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 ( Financial Condition ) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility 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 Facility 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 Clause 9.4 ( Financial Condition ) continue to be determined in accordance with GAAP relating thereto as if 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.
2.
THE FACILITY AND COMMITMENTS
2.1
The Facility
Subject to the terms and conditions of this Agreement, the Lenders make available to the Borrower a term loan credit facility in Euros in a maximum aggregate amount equal to the Maximum Loan Amount.
2.2
Purpose
(a)
The Facility shall be used by the Borrower as follows:
(i)
to partially finance (or, in the case of those portions of the Loan to be disbursed directly to the Borrower in accordance with the terms hereof, refinance) the purchase of the Purchased Vessel by paying an aggregate maximum of sixty four per cent. (64%) of the Eligible Portion of the Cash Contract Price of the Purchased Vessel, limited to the aggregate of up to:
(A)
sixty four per cent. (64%) of the Eligible Portion of the Initial Basic Cash Contract Price of the Purchased Vessel (which price is, for purposes of this Clause, capped at nine hundred twenty three million five hundred thousand Euros (EUR 923,500,000)), to the Builder;

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(B)
sixty four per cent. (64%) of the Eligible Portion of the Non-Exercise Premium, if any (which premium (if any) is, for purposes of this Clause, capped at twenty million Euros (EUR 20,000,000)), to the Builder;
(C)
sixty four per cent. (64%) of the Eligible Portion of the aggregate cost of Change Orders effected in accordance with the terms of the Construction Contract (which aggregate cost is, for purposes of this Clause, capped at forty six million one hundred and seventy five thousand Euros (EUR 46,175,000)), to (and in such order of priority):
(I)
first , with respect to all Change Orders other than Borrower-Paid Change Orders, the Builder; and
(II)
secondly , with respect to any Borrower-Paid Change Orders, the Borrower; and
(D)
sixty four per cent. (64%) of the Eligible Portion of the NYC Allowance which has been utilised in accordance with the terms of the Construction Contract (which allowance is, for purposes of this Clause, capped at one hundred million Euros (EUR 100,000,000)), to the Borrower; provided that any portion of the NYC Allowance attributable to Non-Yard Costs that have been invoiced in accordance with the Construction Contract in USD shall have been converted into the applicable Euro Equivalent; and
(ii)
to pay one hundred per cent. (100%) of the COFACE Premium to the Facility Agent for the account of COFACE in accordance with Clause 13.13 ( COFACE Premium ) in an amount of up to sixteen million three hundred eighty eight seven hundred and twelve Euros (EUR 16,388,712).
(b)
No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.
2.3
Commitments of the Lenders
(a)
On the terms and subject to the conditions of this Agreement (including Clause 4 ( Conditions Precedent )), each Lender severally agrees to make its participation in the Loan available to the Facility Agent, without any set-off, counterclaim or deduction, on the Disbursement Date through such Lender’s Lending Office.
(b)
The amount of each Lender’s participation in the Loan will be equal to the proportion borne by its Available Commitment to the available Facility, but in no case shall a Lender be obliged to lend more than its Commitment.
(c)
The Facility Agent shall notify each Lender of the amount of the Loan and the amount of its participation in the Loan not later than 1:00 p.m. (Paris time) at least three (3) Business Days prior to the proposed Disbursement Date.

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2.4
Voluntary Cancellation
(a)
At any time prior to the tenth (10 th ) Business Day before the Scheduled Delivery Date, subject to the Borrower paying any due and unpaid fees (including, for the avoidance of doubt, the Finance Parties’ legal fees required hereunder, the Commitment Fee and any fees under the Fee Letters), and provided that the Borrower provides evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel, the Borrower may, without liability for any Funding Losses, premium or penalties, provide written notice to the Facility Agent (of which the Facility Agent shall notify COFACE and the Funding Entity) that the Borrower elects to cancel all or part of the available Facility, and such cancellation shall become effective on the earlier of the tenth (10 th ) Business Day after such notice has been provided to the Facility Agent and the Scheduled Delivery Date.
(b)
Any cancellation under this Clause 2.4 ( Voluntary Cancellation ) shall (i) reduce the Commitments of the Lenders ratably ( provided that, if the Borrower cancels up to twenty per cent. (20%) of the Facility in accordance with paragraph (a) above within four (4) months of the date of this Agreement (or such longer period as the Facility Agent, acting on the instructions of the Mandated Lead Arrangers, acting reasonably, may agree prior to the expiration of such four (4) month period) for purposes of creating a separate USD facility to be used for purposes of financing the acquisition of the Purchased Vessel, then Natixis shall maintain its participation percentage in the Loan as originally transferred or assigned to it pursuant to Clause 13.11(a)(iv)) and (ii) be irrevocable.
(c)
The Borrower shall notify the Facility Agent in writing of any cancellation of the available USD Facility and shall not cancel all or part of the available USD Facility without providing evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel.
2.5
Cancellation due to Lender Illegality
(a)
If, prior to the Disbursement Date, it becomes unlawful in any applicable jurisdiction for any Lender to perform any of its obligations as contemplated by this Agreement, any other Finance Document and/or the Funding Agreement, then such Lender shall promptly notify the Facility Agent upon becoming aware of such event and the Facility Agent shall then notify the Borrower.
(b)
Upon the Borrower being so notified, the Commitments of such affected Lender shall be cancelled.
2.6
Delayed Delivery
(a)
If, after the Borrower has provided a Drawing Request, the delivery of the Purchased Vessel is delayed beyond the date contemplated by such Drawing Request, such Drawing Request shall remain valid for five (5) Business Days. At 3:00 p.m. (Paris time) on the (5 th ) such

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Business Day (the “ Request Withdrawal Time ”), if the Loan has not been made (and therefore the Disbursement Date has not occurred), the Drawing Request shall be deemed withdrawn (except for the Borrower’s election of the interest rate applicable to the Loan as set forth in the initial Drawing Request). After the Request Withdrawal Time, the Borrower shall be permitted to submit another Drawing Request upon ascertaining the revised delivery schedule for the Purchased Vessel, and the Borrower shall be permitted to repeat the process described in this Clause 2.6 ( Delayed Delivery ) as necessary ( provided that, for the avoidance of doubt, in no event shall the disbursement of the Loan be made after the Commitments Termination Date).
(b)
The Borrower shall pay during any such delays (other than a delay where the Loan is made prior to the Request Withdrawal Time, in which case interest shall accrue on the Loan in accordance with Clause 5.3 ( Interest Provisions )) an amount equal to interest calculated at the rate equal to the difference (if positive) between (i) the Floating Rate and (ii) EONIA for the period from (and including) the proposed Disbursement Date specified in the delayed Drawing Request until (and excluding) the earlier of the Commitments Termination Date and, if relevant, the date on which the delayed Drawing Request is deemed withdrawn pursuant to paragraph (a) above.
(c)
During any such delays, the Borrower shall diligently keep the Facility Agent informed as to the progress of the Purchased Vessel’s construction and finalisation and the expected timing of its delivery.
2.7
Automatic Cancellation
(a)
If, prior to receipt by the Facility Agent of the Drawing Notice, it becomes illegal for the Funding Entity to perform its obligations under the Funding Agreement in respect of any Lender, then the Available Commitments of that Lender shall be automatically cancelled without liability for the Borrower for any Funding Losses, premium or penalties.
(b)
Notwithstanding anything to the contrary herein, all Available Commitments shall be automatically cancelled and terminated on the Commitments Termination Date. So long as the Borrower has either not served a Drawing Request or has borrowed the full amount requested in its Drawing Request, any such cancellation and termination of the Available Commitments shall not itself result in liability for the Borrower for any Funding Losses, premium or penalties.
2.8
Cancellation for Non–Exercise Premium
(a)
The Commitments shall be automatically reduced by an amount equal to sixty four per cent. (64%) of the Non-Exercise Premium (as such premium is capped pursuant to Clause 2.2(a)(i)(B)) if the Non-Exercise Premium does not become payable in accordance with the terms of the Construction Contract. Any reduction shall take effect on the date on which the Non-Exercise Premium ceases to be payable in accordance with the terms of the Construction Contract.

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(b)
Any cancellation under this Clause 2.8 ( Cancellation for Non-Exercise Premium ) shall (i) reduce the Commitments of the Lenders ratably and (ii) be irrevocable.
2.9
Construction Contract
The parties to this Agreement acknowledge that, except as otherwise expressly provided in the Finance Documents or any other documents executed in connection herewith or therewith, none of the Finance Parties shall have any responsibility or liability whatsoever regarding any performance or non-performance by any party to the Construction Contract and that (other than in their capacity as a finance party under the Construction Financing pursuant to the documents executed by them in connection therewith) no Finance Party shall have any right or obligation to intervene in any dispute in connection with or arising out of such performance or non-performance and any such dispute shall not entitle the Borrower or any of its Affiliates to any claim towards any Finance Party.
2.10
Independence of Borrower’s Obligations
The Borrower acknowledges that its obligations under this Agreement, including its obligation to repay the Loan, are independent of the Construction Contract, and this Agreement and the performance by the Borrower of its obligations hereunder shall not be invalidated, suspended or limited in any way by any termination, rescission, cancellation, invalidation, non-performance or non-completion of the Construction Contract or any other contract, agreement or arrangement relating thereto (other than the Finance Documents) or any dispute or claim between the Borrower and/or the Builder and/or any suppliers and/or any other third parties under or in connection with the Construction Contract, or any defence thereto, or any insolvency proceedings relating to the Builder or any other Person.
2.11
Finance Parties’ Rights and Obligations
(a)
The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
(b)
The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from the Borrower shall be a separate and independent debt.
(c)
A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.
3.
DISBURSEMENT PROCEDURES; BORROWER’S PAYMENT INSTRUCTIONS
3.1
Availability of Facility
(a)
The Facility shall be made available to the Borrower in one (1) disbursement.

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(b)
Upon the terms and subject to the conditions of this Agreement, the Facility shall be available for drawing by the Borrower on any Business Day on or prior to the Commitments Termination Date.
3.2
Delivery of a Drawing Request
The Borrower may utilise the Facility by delivery of a duly completed Drawing Request to the Facility Agent at or before 10:00 a.m. (Paris) time, not less than seven (7) Business Days in advance of the Scheduled Delivery Date of the Purchased Vessel. The Facility Agent shall promptly notify each Lender and the Funding Entity of any Drawing Request by forwarding a copy thereof to each Lender and the Funding Entity, together with its attachments.
3.3
Completion of a Drawing Request
(a)
Subject to Clause 2.6 ( Delayed Delivery ), a Drawing Request is irrevocable.
(b)
A Drawing Request will not be regarded as having been duly completed unless:
(i)
it is signed and delivered by an Authorised Officer;
(ii)
the currency and amount of the requested disbursement comply with Clause 3.4 ( Currency and Amount of Disbursement ); and
(iii)
all supporting documentation described therein is provided to the Facility Agent together with such Drawing Request.
3.4
Currency and Amount of Disbursement
(a)
The currency of the disbursement requested in the Drawing Request shall be Euros.
(b)
The amount of the Loan shall be the amount specified in the Drawing Request.
(c)
The Drawing Request shall not request a disbursement for more than the aggregate of the Available Commitments.
3.5
Disbursement
(a)
Without prejudice to the Lenders’ obligations under Clause 2.3 ( Commitments of the Lenders ), the Loan shall, on the terms and subject to the conditions of this Agreement, be made on the Business Day specified in the Drawing Request. To the extent that funds are received by the Facility Agent from the Lenders pursuant to Clause 2.3 ( Commitments of the Lenders ), the Facility Agent shall, without any set-off, counterclaim or deduction and subject to Clause 12.3 ( Funding Reliance, etc. ), make such funds available to the Borrower on the Business Day specified in the Drawing Request by wire transfer of same day funds to the account or accounts the Borrower shall have specified in its Drawing Request.

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(b)
Notwithstanding anything to the contrary herein, each Lender and the Facility Agent may fulfill its obligation to make or continue the Loan hereunder by causing the Funding Entity to fund the Loan to the Facility Agent, and the Loan shall nonetheless be deemed to have been made by the Facility Agent on behalf of the Lenders and to be held by the Lenders, and the obligation of the Borrower to repay the Loan shall nevertheless be to the Lenders.
3.6
Borrower’s Payment Instructions
The Lenders shall not be obliged to make the Facility available except in the apportionments set out in Clause 2.2 ( Purpose ). Accordingly, the Borrower hereby irrevocably instructs the Facility Agent, upon the satisfaction of the conditions set forth in Clause 4 ( Conditions Precedent ) and subject to the other terms and conditions of this Agreement, to disburse the proceeds of the Loan in accordance with the apportionment set out in Clause 2.2 ( Purpose ).
4.
CONDITIONS PRECEDENT
4.1
Conditions Precedent to Effectiveness
The entry into force of this Agreement is subject to the condition that, on or prior to the date hereof, the Facility Agent shall have confirmed in writing to the Borrower and the other Finance Parties that it has received (or waived in writing) the following documents and evidence, each in form and substance satisfactory to the Facility Agent:
(a)
Resolutions, etc.
(i)
a certificate of the Borrower’s Secretary or Assistant Secretary as to the incumbency of the Borrower’s Authorised Officers (including a specimen of each such Authorised Officer’s signature) and as to the truth and completeness and continuing force and effect of the attached:
(A)
resolutions of the Borrower’s Board of Directors authorising the execution, delivery and performance of this Agreement and each other Finance Document (including for the avoidance of doubt any Drawing Request); and
(B)
Organic Documents of the Borrower,
upon which certificate the Lenders may conclusively rely until they shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower canceling or amending such prior certificate; and
(ii)
a Certificate of Good Standing issued by the relevant Liberian authorities in respect of the Borrower;
(b)
Finance Documents
this Agreement and each Fee Letter, in each case duly executed by each of the parties hereto and thereto;

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(c)
Opinions of Counsel
opinions, addressed to:
(i)
the Facility Agent, each Original Lender, each Mandated Lead Arranger, the Documentation Bank and the Funding Entity, from:
(A)
Watson, Farley & Williams LLP, counsel to the Borrower, as to Liberian law; and
(B)
White & Case LLP, counsel to the Lenders, as to English law; and
(ii)
the Facility Agent, each Original Lender, each Mandated Lead Arranger and the Documentation Bank, from White & Case LLP, United States tax counsel to the Lenders, as to the U.S. tax treatment and the U.S. tax consequences for the Lenders of the transactions contemplated by the Finance Documents,
each of which shall also be in form and substance satisfactory to the Mandated Lead Arrangers;
(d)
Process Agent Appointment
evidence that the Borrower’s process agent described in Clause 13.14(d) has accepted its appointment;
(e)
Funding Agreement
an original of the Funding Agreement duly executed by each of the parties thereto, and evidence that the Funding Agreement is in full force and effect;
(f)
Funding Entity’s Security
an original of each acknowledgement, consent or other agreement of the Borrower (in each case duly executed by an Authorised Officer) with respect to any delegation, pledge or assignment by the Lenders of their rights under the Finance Documents in favour of the Funding Entity, in each case in the form agreed with the Borrower prior to the execution of this Agreement; and
(g)
Funds Flow Agreement
the substantially agreed form of the Funds Flow Agreement.
4.2
Conditions Precedent to Disbursement
The obligations of the Lenders to fund the Loan and of the Facility Agent to disburse the Loan on the Disbursement Date are subject to the Facility Agent’s receipt (or waiver in writing), prior to or

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concurrently with the disbursement of the Loan, of the following documents, information, evidence and confirmations, each in form and substance satisfactory to the Facility Agent:
(a)
Resolutions, etc.
(i)
a certificate of the Borrower’s Secretary or Assistant Secretary as to the continuing truth, completeness, force and effect of the documents described in Clause 4.1(a)(i), upon which certificate the Lenders may conclusively rely until they shall have received a further certificate of the Secretary or Assistant Secretary of the Borrower canceling or amending such prior certificates; and
(ii)
a Certificate of Good Standing issued by the relevant Liberian authorities in respect of the Borrower;
(b)
Drawing Requests
(i)
a Drawing Request satisfying the requirements of Clause 3.3 ( Completion of a Drawing Request ); and
(ii)
the drawing request under the USD Facility Agreement.
(c)
Opinions of Counsel
opinions, addressed to the Facility Agent, each Lender, each Mandated Lead Arranger, the Documentation Bank and the Funding Entity, from:
(i)
Watson, Farley & Williams LLP, counsel to the Borrower, updating the opinion as to Liberian law provided under Clause 4.1(c)(i);
(ii)
White & Case LLP, counsel to the Lenders, as to English law (if required); and
(iii)
any other counsel the opinion of which the Lenders’ external legal counsel reasonably advises,
each of which shall also be in form and substance satisfactory to the CP Banks;
(d)
Fees, Expenses, etc.
evidence that the Facility Agent shall have received all duly invoiced fees that the Borrower shall have agreed in writing to pay to the Facility Agent (whether for its own account or for the account of any of the other Finance Parties, including under any Fee Letter) that are due and payable as of the Disbursement Date and all invoiced and documented expenses of the Finance Parties (including the agreed fees and expenses of counsel to the Finance Parties) required to be paid by the Borrower pursuant to Clause 13.5 ( Payment of Costs and Expenses ) or that the Borrower has otherwise agreed in writing to pay to the Finance Parties, in each case on or prior to the Disbursement Date;

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(e)
Representations and Warranties, no Default, no Mandatory Prepayment Event, etc.
confirmation that, both before and after giving effect to the disbursement of the Loan, the following statements shall be true and correct:
(i)
the representations and warranties set forth in Clause 7 ( Representations and Warranties ) (other than Clause 7.10(b) ( Obligations rank pari passu; Liens ), Clause 7.11 ( Withholding, etc. ) and Clause 7.17 ( Construction Contract ) are true and correct in all material respects (except for any such representations and warranties that are qualified by materiality or the non-existence of a Material Adverse Effect, which are true and correct in all respects), in each case by reference to the facts and circumstances then existing; and
(ii)
no Default, Event of Default or Mandatory Prepayment Event, and no event which (with the expiry of a grace period, the giving of notice or both) will become a Mandatory Prepayment Event, has occurred and is continuing or is reasonably likely to occur upon the disbursement of the Loan;
(f)
Construction Contract
(i)
originals of:
(A)
a certificate signed by an Authorised Officer, certifying as true and complete an attached copy of the Construction Contract duly signed by the Borrower and the Builder;
(B)
a certificate of an Authorised Officer and an authorised officer of the Builder, specifying the date on which the Construction Contract entered into force and confirming that it remains in full force and effect in accordance with its terms and has not been suspended, repudiated, invalidated, terminated or cancelled (in whole or in part);
(C)
a written confirmation by the Builder, countersigned by the Borrower, of the aggregate amount of the Non-Yard Costs accounted by the Builder;
(D)
a written confirmation by the Builder, countersigned by the Borrower, of the aggregate amount of the signed Change Orders; and
(E)
a power of attorney or other signing authorities for the Builder’s authorised officers who are signing any documentation on its behalf; and
(ii)
a copy of the protocol of delivery and acceptance under the Construction Contract, duly signed by the Borrower and the Builder and certified as true by the Borrower;

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(g)
Commercial Invoice and Proof of Past Payments
(i)
an original duly executed invoice from the Builder containing a breakdown of the Delivery Installment, with details of the payments already made to the Builder under, or of the financed portion of:
(A)
the Basic Cash Contract Price;
(B)
the Non-Exercise Premium (if any);
(C)
the aggregate amount of the Change Orders payable to the Builder, or reimbursable to the Borrower (Borrower-Paid Change Orders); and
(D)
the aggregate amount of the utilised NYC Allowance to be reimbursed to the Borrower;
(ii)
copies of credit advices or bank statements from the Builder’s bank, duly certified as true by the Builder, evidencing that all Installments (other than the Delivery Installment) and all other amounts required to be paid under the Construction Contract have been paid by the Borrower to the Builder, and received by the Builder, in accordance with the terms of the Construction Contract; and
(iii)
evidence establishing the average rate of currency hedges entered into by the Borrower for payment in Dollars of the Non-Yard Costs; and
(h)
No Liens
evidence that no Lien, other than the Mortgage, is recorded over the Purchased Vessel.
(i)
Delivery Installment
confirmation by the facility agent under the Construction Financing of receipt of the funds corresponding to 20% of the Delivery Installment.
4.3
Additional Conditions Precedent to Disbursement
The obligations of the Lenders to fund the Loan and of the Facility Agent to disburse the Loan on the Disbursement Date are subject to the Facility Agent being satisfied that:
(a)
COFACE Insurance Policy
the COFACE Insurance Policy is in full force and effect (subject only to the full payment of the COFACE Premium) and has not been suspended, repudiated, terminated, invalidated or cancelled (in whole or in part), which shall be in form and substance satisfactory to the CP Banks;

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(b)
Funding Agreement
(i)
the Funding Agreement has not been repudiated, terminated or cancelled, in whole or in part, provided that this condition shall not apply if such repudiation, termination or cancellation (as the case may be) is due to the gross negligence or wilful misconduct under the Funding Agreement of one or more Finance Parties; and
(ii)
the Funding Entity has disbursed all funds under the Funding Agreement that are required for the Lenders to make the Loan under this Agreement; and
(c)
COFACE Insurance Policy Amendment
the COFACE Insurance Policy Amendment is in form and substance satisfactory to the CP Banks and is approved and executed by and between COFACE, the Facility Agent and the Lenders.
4.4
Form of Conditions Precedent
(a)
For purposes of the entry into force of this Agreement, each of the documents and evidence described in Clause 4.1 ( Conditions Precedent to Effectiveness ) shall be received by the Facility Agent in original, hard copy or electronic copy format; provided that (i) only originals of the duly executed Funding Agreement and each of the documents described in Clause 4.1(f) ( Funding Entity’s Security ) shall be acceptable to the Facility Agent and (ii) the parties agree to use reasonable efforts to ensure that any other documents and/or evidence accepted by the Facility Agent in hard copy or electronic copy format shall be replaced by originals thereof promptly following the date of this Agreement.
(b)
For purposes of the funding and disbursement of the Loan, each of the documents and evidence described in Clause 4.2 ( Conditions Precedent to Disbursement ) shall be received by the Facility Agent in original, hard copy or electronic copy format; provided that:
(i)
whereas a hard copy or electronic copy of the duly executed Drawing Request and all supporting documentation described therein shall be acceptable to the Facility Agent for purposes of Clause 3.2 ( Delivery of a Drawing Request ), the Borrower shall deliver originals thereof to the Facility Agent prior to the disbursement of the Loan;
(ii)
only originals of the certificates, confirmations and power of attorney described in Clause 4.2(f)(i) ( Construction Contract ) and the invoice described in Clause 4.2(g)(i) ( Invoice and Proof of Past Payments ) shall be acceptable to the Facility Agent for purposes of satisfying such conditions; and
(iii)
the parties agree to use reasonable efforts to ensure that any other documents and/or evidence accepted by the Facility Agent in copy or electronic format shall be replaced by originals thereof promptly following the Disbursement Date.
4.5
Facility Agent’s Responsibility

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(a)
The Facility Agent shall provide the Borrower with an original of any document executed by the Borrower pursuant to Clause 4.1(f) ( Funding Entity’s Security ), in each case duly executed by all parties thereto.
(b)
The Facility Agent’s responsibility for examination of the documents presented pursuant to this Clause 4 ( Conditions Precedent ) shall be limited to establishing that they appear on their face to comply with the documents specified above within the meaning of article 14a of the Uniform Customs and Practice for Documentary Credits (2007 Revision) of the International Chamber of Commerce (Publication nr. 600). For the avoidance of doubt, documents which appear on their face to be inconsistent with one another shall not be considered to be in order.
(c)
The Facility Agent shall not be liable for any delay in the making of the Loan occasioned by any request which it may make for information or documentation referred to in this Clause 4 ( Conditions Precedent ) or by any reasonable request it may make for clarification in case of material discrepancies or material missing information in relation to the documents referred to in this Clause 4 ( Conditions Precedent ).
(d)
With respect to the conditions precedent set forth in Clause 4.2(e) ( Representations and Warranties, no Default, no Mandatory Prepayment Event, etc. ) to (h) ( No Liens ), the Facility Agent may (but is not required to) rely on information provided by the Borrower, including the information set forth in the Drawing Request.
(e)
Paragraphs (b) and (d) above apply as between the Finance Parties only and do not affect or change in any way the rights and obligations of the Borrower under the Finance Documents and do not, directly or indirectly, result in any increased or additional cost or liability to the Borrower.
4.6
Waiver
The conditions specified in this Clause 4 ( Conditions Precedent ) are solely for the benefit of the Lenders and may be waived on their behalf in whole or in part and with or without conditions by the Facility Agent (upon instructions from all Lenders in the case of Clause 4.1 ( Conditions Precedent to Effectiveness ) and instructions from the Required Lenders in all other cases) with, to the extent required as determined by the Facility Agent, the consent of COFACE and the Funding Entity, provided that any waiver of or in respect of the conditions specified in Clause 4.1(e) ( Funding Agreement ) or Clause 4.1(g) ( Funds Flow Agreement ) shall be subject to the prior written consent of the Borrower.
5.
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
5.1
Repayments
(a)
Subject to paragraph (b) below, the Borrower shall repay the Loan as from the Starting Date of Repayment in twenty-four (24) consecutive and equal semi-annual installments on the dates and in the amounts set out in Schedule B ( Repayment Schedule ), the first of which

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shall occur six (6) months after the Starting Date of Repayment and the last of which shall occur on the Final Maturity Date.
(b)
(i)    Schedule B ( Repayment Schedule ) has been prepared as at the date of this Agreement on the assumptions that:
(A)
the Disbursement Date will be the Original Scheduled Delivery Date;
(B)
the principal amount of the Loan advanced under this Agreement will be the Maximum Loan Amount; and
(C)
the Loan will not be prepaid in whole or in part.
(ii)
If any of these assumptions proves to be incorrect then, as soon as reasonably practicable, the Facility Agent shall, in consultation with the Borrower and the Funding Entity, prepare a substitute Schedule B ( Repayment Schedule ) on the same basis as the existing Schedule B ( Repayment Schedule ) but reflecting the correct Disbursement Date, amount of the Loan advanced or, as the case may be, principal amount of the Loan outstanding after any such prepayment.
(iii)
The Facility Agent shall provide the Lenders, the Borrower and the Funding Entity with a copy of the substitute Schedule B ( Repayment Schedule ) promptly following its preparation and in any event at least ten (10) Business Days prior to the first or, as applicable, next Repayment Date.
(iv)
Upon the receipt by the Lenders and the Borrower of the substitute Schedule B ( Repayment Schedule ), subject to there being no manifest error therein, such substitute schedule will replace the existing Schedule B ( Repayment Schedule ) and all repayments of the Loan will, subject to the further application of clause (i) above, be made in accordance with the substitute Schedule B ( Repayment Schedule ).
(c)
(i)    If with respect to any date on which an amount of principal and/or interest is due and payable by the Borrower under this Agreement (the “ EUR Amount ”) and an amount of principal and/or interest is due and payable by the Borrower under the USD Facility Agreement (the “ USD Amount ”), the Borrower becomes aware that it will be making a payment that is not sufficient to pay in full both the EUR Amount and the USD Amount (a “ Short Payment ”), the Borrower shall inform the Facility Agent and the USD Facility Agent thereof in advance in writing and shall share the Short Payment such that each of the Facility Agent and the USD Facility Agent receives the payment to be made to it under each of the Agreement and the USD Facility Agreement on a pro rata and pari-passu basis as provided in paragraph (ii) below.
(ii)
Such pro rata and pari-passu payment shall be made by reference to the then outstanding principal amount of the Loan and the then outstanding principal amount

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of the loan under the USD Facility Agreement (after converting the same into EUR at the Applicable Spot Rate on that date).
(iii)
The Borrower only (and, for the avoidance of doubt, not the Finance Parties or the USD Finance Parties) shall be responsible for the ongoing monitoring of the pro-rata and pari-passu payment share so that any Short Payment is made on a pro rata and pari-passu basis between the Lenders and the USD Facility Lenders. If the Borrower fails to comply with the provisions of this Clause 5.1(c), no Finance Party shall be required to repay to the Borrower or to any USD Facility Finance Party any amount received from the Borrower as payment for the EUR Amount or the USD Amount, as the case may be.
(iv)
On the date on which the Borrower makes a Short Payment it shall provide reasonable written details to each of the Facility Agent and the USD Facility Agent of ( A ) the then outstanding principal amount of the Loan and the then outstanding principal amount of the loan under the USD Facility Agreement (converted into EUR at the Applicable Spot Rate on that date) and ( B ) how it calculated the apportionment of the Short Payment, including a screen shot of the Applicable Spot Rate.
(v)
The provisions of this Clause 5.1(c) are not to be regarded as a waiver by any Finance Party of any failure by the Borrower to pay in full any EUR Amount on the relevant due date and the compliance by the Borrower with the provisions of this Clause 5.1(c) will not in any way preclude the application of the provisions of Clause 10.1(a) ( Non-Payment of Obligations ) if the full amount of the relevant payment is not made within the applicable remedy period.
(d)
No amounts repaid by the Borrower under this Agreement may be reborrowed by the Borrower.
(e)
Upon the occurrence of the Starting Date of Repayment in accordance with the provisions of this Agreement, the Facility Agent shall notify such date to the Borrower and the USD Facility Agent.
5.2
Prepayment
(a)
The Borrower:
(i)
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 Loan; provided that:
(A)
any such voluntary prepayment shall require:
(I)
if the Loan is accruing interest at the Fixed Rate, at least forty five (45) days’ prior written notice to the Facility Agent; and
(II)
if the Loan is accruing interest at the Floating Rate, at least fifteen (15) days’ prior written notice to the Facility Agent,

34





each of which notice shall be irrevocable and shall be promptly forwarded by the Facility Agent to the Lenders and (if the Funding Agreement is then in effect) the Funding Entity and the Funding Agents and (if the Fixed Rate applies) Natixis DAI; and
(B)
any such voluntary partial prepayment shall be in a minimum amount of five million Euros (EUR 5,000,000) (or the remaining amount of the Loan) and a multiple of one million Euros (EUR 1,000,000) and shall (except as provided in the COFACE Insurance Policy) be applied against the outstanding repayment installments of the Loan set out in Schedule B ( Repayment Schedule ), as substituted in accordance with Clause 5.1(b), in the inverse order of the maturity thereof; and
(ii)
shall, immediately upon any acceleration of the repayment of the installments of the Loan pursuant to Clause 10.2 ( Action if Bankruptcy ) or Clause 10.3 ( Action if Other Event of Default ) or the mandatory prepayment of the Loan pursuant to Clause 11.2 ( Mandatory Prepayment ), repay the Loan, all accrued and unpaid interest on the Loan and all other Obligations payable to the Finance Parties.
(b)
Each prepayment of the Loan made in accordance with this Clause 5.2 ( Prepayment ) shall be subject to the payment of any Funding Losses but otherwise without any premium or penalty, provided that no Funding Losses shall be payable in connection with any such prepayment if the Floating Rate applies and such prepayment is made on the last day of an Interest Period.
(c)
No amounts prepaid by the Borrower pursuant to this Clause 5.2 ( Prepayment ) may be reborrowed by the Borrower.
5.3
Interest Provisions
Interest on the outstanding principal amount of the Loan shall accrue and be payable in accordance with this Clause 5.3 ( Interest Provisions ).
(a)
Rates
The Loan shall accrue interest from the Starting Date of Repayment to the date of repayment or prepayment of the Loan in full to the Lenders at the rate (which shall be the Fixed Rate or the Floating Rate) elected by the Borrower pursuant to paragraph (b) below, provided that, with respect to any period from (and including) the proposed Disbursement Date specified in a Drawing Request that is delayed pursuant to Clause 2.6(a) until (and excluding) the Disbursement Date, the Loan shall accrue interest at a rate equal to the difference (if positive) between (i) the Fixed Rate or the Floating Rate, as applicable (as elected by the Borrower pursuant to paragraph (b) below), and (ii) EONIA for such period. Interest accrued on the Loan shall, subject to paragraph (d) below, be payable semi-annually in arrear on the Repayment Dates set out in Schedule B ( Repayment Schedule ), as substituted in accordance

35





with Clause 5.1(b). The Loan shall bear interest on a day-to-day basis during each Interest Period at the interest rate determined hereunder as being applicable to the Loan.
(b)
Election of Interest Rate
(i)
The Borrower shall elect to pay interest on the Loan at the Fixed Rate or the Floating Rate, after which such elected interest rate shall apply to the Loan.
(ii)
Such election shall be made in the initial Drawing Request provided by the Borrower and, regardless of the application of Clause 2.6 ( Delayed Delivery ) (if applicable), such election shall be irrevocable.
(c)
Post-Maturity Rates
After the date any principal amount of the Loan is due and payable (whether on any Repayment Date, upon acceleration or otherwise), or after any other monetary Obligation of the Borrower shall have become due and payable (including, for the avoidance of doubt, the Commitment Fee or any fee payable under any Fee Letter), the Borrower shall pay on first demand, but only to the extent permitted by relevant and applicable 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 equal to:
(i)
with respect to any Funded Loan Portion, the sum of the Fixed Rate or Floating Rate, as applicable, plus two per cent. (2.0%) per annum; and
(ii)
with respect to any other monetary Obligation, the sum of EONIA plus three point fifteen per cent. (3.15%) per annum.
(d)
Interest Payment Dates
(i)
Without prejudice to paragraph (c) above or clause (ii) below, interest accrued on the Loan shall be payable, without duplication, on:
(A)
each Repayment Date;
(B)
the date of any prepayment, in whole or in part, of principal outstanding on the Loan (but only on the principal so prepaid); and
(C)
with respect to any portion of the Loan the repayment of which is accelerated pursuant to Clause 10.2 ( Action if Bankruptcy ) or Clause 10.3 ( Action if Other Event of Default ), immediately upon such acceleration.
(ii)
Interest accrued on the Loan or any other monetary Obligation arising under or in connection with this Agreement after the date such amount is due and payable (whether upon acceleration or otherwise) shall be payable upon demand.
5.4
Commitment Fee

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(a)
The Borrower agrees to pay to the Facility Agent for the account of each Lender a commitment fee (the “ Commitment Fee ”) on the daily Available Commitment of each Lender equal to:
(i)
zero point fifteen per cent. (0.15%) per annum for the period commencing on (and including) the date hereof and ending on (but excluding) the earlier of the date falling two (2) years prior to the Original Scheduled Delivery Date (the “ First Calculation Period End Date ”, being 29 April 2014) and the Commitments Termination Date;
(ii)
if the Commitments Termination Date has not occurred prior to the First Calculation Period End Date, zero point twenty five per cent. (0.25%) per annum for the period commencing on (and including) the First Calculation Period End Date and ending on (but excluding) the earlier of the date falling one (1) year prior to the Original Scheduled Delivery Date (the “ Second Calculation Period End Date ”, being 29 April 2015) and the Commitments Termination Date; and
(iii)
if the Commitments Termination Date has not occurred prior to the Second Calculation Period End Date, zero point thirty per cent. (0.30%) per annum for the period commencing on (and including) the Second Calculation Period End Date and ending on (but excluding) the Commitments Termination Date.
(b)
The Commitment Fee shall be payable by the Borrower to the Facility Agent for the account of each Lender in arrear as from the date of this Agreement on (i) the date falling six (6) months after the date hereof, (ii) the last day of each six (6) month period thereafter ending prior to the Commitments Termination Date and (iii) the Commitments Termination Date.
5.5
Other Fees
The Borrower agrees to pay to the Facility Agent the fees set forth in the Fee Letters on the dates and in the amounts set forth therein.
5.6
Calculation Basis
All interest and fees under the Finance Documents (including, for the avoidance of doubt, the Commitment Fee and any fee payable under any Fee Letter, and excluding any “flat” fees) shall be calculated on the basis of the actual number of days elapsed over a year comprised of three hundred and sixty (360) days.
5.7
Currency
All payments by the Borrower under the Finance Documents shall be made in Euros. The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.
6.
EURIBOR-RELATED PROVISIONS; FUNDING LOSSES; INCREASED CAPITAL COSTS; TAXES; RESERVE COSTS; PAYMENTS; ETC.

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6.1
EURIBOR Determination; Replacement Reference Banks
(a)
Where the Floating Rate applies in respect of any Funded Loan Portion, the determination of EURIBOR made by the Funding Entity pursuant to the Funding Agreement as notified to the Borrower by the Facility Agent shall be applicable for the purposes of this Agreement.
(b)
In respect of any Unfunded Loan Portion, the Facility Agent shall obtain from each Reference Bank timely information for the purpose of determining EURIBOR in the event that EURIBOR is to be determined pursuant to paragraph (b) of the definition thereof. If any one or more of the Reference Banks shall fail to furnish in a timely manner such information to the Facility Agent, the Facility Agent shall determine EURIBOR on the basis of the information furnished by the remaining Reference Banks. If a Reference Bank ceases for any reason to be able and willing to act as such, the Facility Agent shall, at the direction of the Required Lenders and after consultation with the Borrower and the Lenders (and, if the Funding Agreement is then in effect, subject to the Funding Entity’s approval), appoint a replacement for such Reference Bank reasonably acceptable to the Borrower, and such replaced Reference Bank shall cease to be a Reference Bank hereunder. The Facility Agent shall furnish to the Borrower and to the Lenders each determination of EURIBOR made by reference to quotations of interest rates furnished by Reference Banks.
6.2
EURIBOR Lending Unlawful
If, after the date hereof, 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 any Lender or the Funding Entity asserts that it is unlawful for such Lender or the Funding Entity to make, continue or maintain the Loan, its participation therein or the refinancing under the Funding Agreement (as applicable) bearing interest at a rate based on EURIBOR, then the obligation of such Lender or the Funding Entity, as the case may be, to make, continue or maintain its participation in the Loan or the refinancing under the Funding Agreement (as applicable) shall, upon notice thereof to the Borrower, the Facility Agent and each other Lender (in the case of the Funding Entity, either directly or through the Funding Agents), forthwith be suspended until the circumstances causing such suspension no longer exist, provided that such Lender’s obligation to make, continue and maintain its participation in the Loan hereunder shall be automatically converted into an obligation to make, continue and maintain its participation in the Loan bearing interest at a rate to be negotiated between such Lender and the Borrower (and, if the Funding Agreement is then in effect, approved by the Funding Entity) that is the equivalent of the sum of EURIBOR for the relevant Interest Period plus the Floating Rate Margin plus the Mandatory Cost, if any.
6.3
Market Disruption in respect of a Funded Loan Portion
(a)
In the event that the Borrower has elected to pay interest on the Loan at the Floating Rate then the provisions of paragraph (b) below shall apply in respect of any Funded Loan Portion.
(b)
If the Funding Entity makes a claim pursuant to clause 13 ( Modifications du Calcul des Intérêts ) of the Funding Agreement, the Facility Agent shall promptly deliver the details of

38





such claim to the Borrower and the Borrower shall pay promptly to the Facility Agent for onward payment to the Funding Entity the amount so claimed by the Funding Entity.
(c)
Save for the claims of the Funding Entity referred to in paragraph (b) above, the Lenders shall not be entitled to make any claim for market disruption for Funded Loan Portions.
(d)
The Facility Agent shall use reasonable efforts to obtain from the Funding Entity the relevant supporting details, and solely if such details are provided by the Funding Entity shall they be provided to the Borrower.
6.4
Market Disruption in respect of an Unfunded Loan Portion
(a)
In the event that the Borrower has elected to pay interest on the Loan at the Floating Rate then the provisions of paragraph (b) below shall apply in respect of any Unfunded Loan Portion.
(b)
If:
(i)
at or about noon (Paris time) on the Quotation Date for the relevant Interest Period, the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine EURIBOR (for the purposes of paragraph (b) of such definition) for Euros for the relevant Interest Period; or
(ii)
before close of business in Paris, France on the Quotation Date for the relevant Interest Period, the Facility Agent receives a duly evidenced notification from one or more Lenders whose aggregate participations in the Unfunded Loan Portion exceed forty two point five per cent. (42.5%) of the Loan (excluding the participation of any Lender who is participating in the Unfunded Loan Portion by reason of its funding under the Funding Agreement having been suspended, repudiated, terminated or cancelled, in whole or in part, due to its gross negligence or wilful misconduct (an “ excluded Lender ”) and subject to the respective participations of the other Lenders participating in the Unfunded Loan Portion being notionally and proportionally increased to account for such disqualification of the excluded Lender’s participation) that the cost to them of obtaining matching deposits in the European interbank market for the relevant Interest Period would be in excess of EURIBOR,
then in any such case the Facility Agent shall promptly give notice thereof to the Borrower and each of the Lenders together with copies of each of the notices and evidence provided to the Facility Agent pursuant to clause (i) and/or (ii) above (hereinafter called a “M arket Disruption Notice ”).
(c)
Upon the issuance of a Market Disruption Notice pursuant to paragraph (b)(i) above, the rate of interest on any affected Lender’s participation in the Unfunded Loan Portion for the relevant Interest Period shall (after consultation with the Facility Agent and the other Lenders) be the percentage rate per annum which is the sum of the Floating Rate Margin, the Mandatory Cost applicable to that Lender’s participation in the Unfunded Loan Portion

39





(if any) and the rate notified to the Facility Agent and the Borrower by such Lender as soon as practicable and in any event before the close of business in France on the second (2 nd ) Business Day after the Quotation Date, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Unfunded Loan Portion for the relevant Interest Period from whatever source it may reasonably select, the details of which shall be stated in that Lender’s notice; and
(d)
Upon the issuance of a Market Disruption Notice pursuant to paragraph (b)(ii) above, the rate of interest on each affected Lender’s participation in the Unfunded Loan Portion for the relevant Interest Period shall (after consultation with the Facility Agent and the other Lenders) be the percentage rate per annum which is the sum of the Floating Rate Margin, the Mandatory Cost applicable to that Lender’s participation in the Unfunded Loan Portion (if any) and a rate that is the weighted average (in proportion to each affected Lender’s participation in the Unfunded Loan Portion) of the rates notified to the Facility Agent and the Borrower by each of the affected Lenders as soon as practicable and in any event before the close of business in France on the second (2 nd ) Business Day after the Quotation Date to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Unfunded Loan Portion for the relevant Interest Period from whatever source it may reasonably select, the details of which shall be stated in that Lender’s notice.
(e)
If a Market Disruption Notice has been issued and the Borrower so requires, the Facility Agent, the Lenders and the Borrower shall negotiate in good faith for a period of not more than fifteen (15) Business Days with a view to agreeing 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. Any such agreed and approved interest rate and interest period (or interest periods) shall, with the prior consent of the Lenders and the Borrower, be binding on all parties hereto. For the avoidance of doubt, in the event that no substitute basis is agreed upon pursuant to this paragraph (e) by the end of the fifteen (15) Business Day period, then the rate of interest for the Unfunded Loan Portion shall continue to be the rate otherwise determined in accordance with the terms of this Agreement.
(f)
In the event that the circumstances described in paragraph (a) above shall extend beyond the end of the relevant Interest Period or any other interest period agreed pursuant to paragraph (d) above or shall occur in respect of any other Interest Period or other interest period, as the case may be, the procedures described in paragraphs (b), (c) and/or (e) above, as applicable, shall apply and shall be repeated as often as may be necessary and in respect of each Interest Period or other interest period affected by such circumstances.
6.5
Increased Loan Costs, etc.
(a)
If, after the date hereof, a change in any applicable treaty, law, regulation or regulatory requirement or in the interpretation thereof or in its application to the Borrower, or the compliance by any Lender or the Funding Entity with any applicable direction, request, requirement or guideline (whether or not having the force of law) of any governmental or other authority, including any agency of the European Union or similar monetary or multinational authority, insofar as it may be changed or imposed after the date hereof, shall:

40





(i)
subject any Lender or the Funding Entity to any tax with respect to its participation in the Loan or any part thereof or the refinancing under the Funding Agreement or any part thereof (as applicable) 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 Clause 6.8 ( Taxes ), withholding taxes); or
(ii)
change the basis of taxation to any Lender or the Funding Entity (other than a change in taxation on the overall net income of such Lender or the Funding Entity, as the case may be) of payments of principal or interest or any other payment due or to become due pursuant to this Agreement, the other Finance Documents and/or the Funding Agreement, as applicable; or
(iii)
impose, modify or deem applicable any reserve or capital adequacy requirements (other than the increased capital costs described in Clause 6.7 ( Increased Capital Costs ) and the reserve costs described in Clause 6.9 ( Reserve Costs )) or other banking or monetary controls or requirements which affect the manner in which a Lender or the Funding Entity shall allocate its capital resources to its obligations hereunder or under the Funding Agreement 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, such Lender or the Funding Entity ( provided that such Lender or the Funding Entity, as the case may be, shall, unless prohibited by law, allocate its capital resources to its obligations hereunder or under the Funding Agreement, as applicable, in a manner which is consistent with its present treatment of the allocation of its capital resources); or
(iv)
impose on any Lender or the Funding Entity any other condition affecting its participation in the Loan or the refinancing under the Funding Agreement (as applicable) or any part thereof,
and the result of any of the foregoing is either (A) to increase the cost to such Lender or the Funding Entity of making or maintaining its participation in the Loan or any part thereof or the refinancing under the Funding Agreement or any part thereof (as applicable), (B) to reduce the amount of any payment received by such Lender or the Funding Entity or its effective return hereunder or under the Funding Agreement (as applicable) or on its capital or (C) to cause such Lender or the Funding Entity to make any payment or to forego any return based on any amount received or receivable by such Lender hereunder or the Funding Entity under the Funding Agreement, as applicable, then, in any such case, if such increase or reduction in the opinion of such Lender or the Funding Entity, as the case may be, materially affects the interests of such Lender or the Funding Entity, as applicable:
(I)
solely with respect to the Lenders, such Lender shall notify the Facility Agent who shall then notify the Borrower of the occurrence of such event;
(II)
solely with respect to the Funding Entity, the Facility Agent shall notify the Borrower of the occurrence of such event; and

41





(II)
in any such case, the Borrower shall forthwith upon such demand pay to the Facility Agent for the account of such Lender or the Funding Entity, as the case may be, such amount as is necessary to compensate such Lender or the Funding Entity for such additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment.
(b)
Any notice provided pursuant to paragraph (a)(I) or (II) above shall (i) describe in reasonable detail the event leading to such additional cost, together with the approximate date of the effectiveness thereof and (ii) set forth the amount of such additional cost and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 ( Réclamations ) of the Funding Agreement. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b).
(c)
Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.5 ( Increased Loan Costs, etc. ) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation.
6.6
Funding Losses
(a)
The Borrower shall pay:
(i)
all losses or expenses incurred by the Lenders in respect of an Unfunded Loan Portion; and
(ii)
all losses or expenses incurred by the Funding Entity in respect of its funding of a Funded Loan Portion (including all coûts de rupture as such term is defined in the Funding Agreement),
in each such case which are incurred directly by reason of the liquidation or redeployment (at not less than a market rate) of deposits or other funds acquired or contracted to be acquired by such Lender or the Funding Entity or in un-winding, breaking, terminating, closing out, cancelling, substituting or replacing or modifying any such deposits; and
(iii)
where the Fixed Rate applies, all losses and expenses pursuant to any hedging agreement or other swap or similar arrangements entered into for the purposes of or in connection with making, continuing to make or maintaining any portion of the principal amount of the Loan or pursuant to or in connection with the CIRR,
in any such case in the maximum amount specified in paragraph (c) below (“ Funding Losses ”) and in each case which are incurred by any Lender or the Funding Entity as a direct result of any of the following events (each a “ Funding Losses Event ”):

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(A)
any total or partial cancellation of the Commitments by or attributable to the Borrower if such cancellation is made or occurs later than the date on which the Borrower issues the Drawing Request (which has not been withdrawn pursuant to Clause 2.6 ( Delayed Delivery ));
(B)
after the date on which the Borrower issues the Drawing Request, any failure of the Loan to be made in accordance with the Drawing Request, other than (I) if the Loan is made within five (5) Business Days of the Funding Date as contemplated by Clause 2.6 ( Delayed Delivery ) or (II) to the extent attributable to the relevant Lender’s gross negligence or wilful misconduct or the Funding Entity’s faute lourde or dol (as applicable);
(C)
any prepayment by the Borrower of all or any part of the Loan for any reason whatsoever (whether voluntary, involuntary or mandatory, including following the acceleration of the Loan), except for:
(I)
where the Floating Rate applies, any prepayment made on an Interest Payment Date; and
(II)
irrespective of whether the Floating Rate or the Fixed Rate applies, any mandatory prepayment attributable solely to the fact that (I) the Funding Agreement is no longer in effect or (II) the COFACE Insurance Policy is no longer in full force and effect, is terminated or cancelled or is no longer valid, or it is suspended for more than six (6) months, in each case where the same is due to the faute lourde or dol of the relevant Lender;
(D)
any payment not being made on its due date, including following acceleration of the Loan; or
(E)
any prepayment not being made after a notice of prepayment has been provided to the Facility Agent pursuant to Clause 5.2 ( Prepayment ) or any other clause of this Agreement.
(b)
The Borrower shall make payment of all Funding Losses, on the later of the seventh (7 th ) Business Day after its receipt of a written notice of a Funding Losses Event from the Facility Agent (a “ Funding Losses Notice ”) and the effective date of the relevant Funding Losses Event, to the Facility Agent for the account of the Funding Entity and/or the relevant Lender, as applicable.
(c)
The amount of the Funding Losses payable by the Borrower shall be:
(i)
in respect of any Funded Loan Portion and the Funding Entity, the amount notified to the Funding Coordination Agent under clause 13.3(b) of the Funding Agreement and duly justified in accordance with clause 8.8(b) of the Funding Agreement, and, for the avoidance of doubt, no Funding Losses shall be payable to the Funding Entity (whether the Borrower has elected the Floating Rate or the Fixed Rate) in the case of a prepayment of the Loan on an Interest Payment Date;

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(ii)
in respect of any Unfunded Loan Portion and a Lender, the amount by which:
(A)
interest calculated by applying the Floating Rate (whether the Borrower has elected the Floating Rate or the Fixed Rate) to the amount of such Lender’s participation in the Unfunded Loan Portion received or recovered by it (or which such Lender was entitled to have received or recovered under this Agreement, as the case may be) as a result of a Funding Losses Event which would be payable by the Borrower under this Agreement if (I) such Funding Losses Event had not occurred and (II) where the Fixed Rate applies, the Borrower had elected the Floating Rate, for the period starting on the date of such Lender’s receipt or recovery of such amount (or the date on which such Lender was entitled to receive or recover such amount, as the case may be) and ending on the last day of the applicable Interest Period (the “ Relevant Period ”)
exceeds
(B)
the amount which such Lender would be able to obtain by placing an amount equal to the amount received or recovered by it (or which it was entitled to have received or recovered, as the case may be) on deposit with a leading bank in the European interbank market for the Relevant Period; and
(iii)
where the Fixed Rate applies, since the Lenders commit themselves irrevocably to the French Authorities in charge of monitoring the CIRR mechanism, any prepayment (whether voluntary, involuntary or mandatory, including following the acceleration of the Loan) will be subject to the mandatory payment by the Borrower of the amount calculated in liaison with the French Authorities two (2) Business Days prior to the prepayment date by taking into account the differential (the “ Rate Differential ”) between the CIRR and the prevailing market yield (currently ISDAFIX) for each installment to be prepaid and applying such Rate Differential to the remaining residual period of such installment and discounting to the net present value as described below. Each of these Rate Differentials will be applied to the corresponding installment to be prepaid during the period starting on the date on which such prepayment is required to be made and ending on the original Repayment Date (as adjusted following any previous prepayments) for such installment and
(A)
the net present value of each corresponding amount resulting from the above calculation will be determined at the corresponding market yield; and
(B)
if the cumulated amount of such present values is negative, no amount shall be due to the Borrower or from the Borrower.
(d)
Any Funding Losses Notice with respect to Funding Losses suffered by a Finance Party shall include calculations in reasonable detail of the relevant amounts and set forth the relevant loss and expense.

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(e)
If the Funding Entity suffers any Funding Losses, the Facility Agent shall, or shall procure that the Funding Agents shall, use reasonable efforts to obtain from the Funding Entity the reasonable details of the calculations of such Funding Losses and the related documentation required to be provided by the Funding Entity under clauses 13.3(b) and 8.8(b) of the Funding Agreement. Solely if such details are provided by the Funding Entity shall they be provided to the Borrower together with the relevant Funding Losses Notice.
(f)
The Facility Agent shall notify the Borrower, in writing, of the amount of the Funding Losses due from the Borrower by sending a Funding Losses Notice to the Borrower as soon as is reasonably practicable after the occurrence of the relevant Funding Losses Event and after it has received notice of the amount of Funding Losses calculated by the Funding Entity, the relevant Lender or the French Authorities, as applicable.
6.7
Increased Capital Costs
(a)
If, after the date hereof 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 the Funding Entity or any Person controlling such Lender or the Funding Entity, as the case may be, and the rate of return on its or such controlling Person’s capital as a consequence of its Commitment or the Loan made by such Lender or the refinancing by the Funding Entity under the Funding Agreement, as applicable, is reduced to a level below that which such Lender, the Funding Entity 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 the Facility Agent to the Borrower, the Borrower shall immediately pay directly to such Lender or the Funding Entity, as the case may be, additional amounts sufficient to compensate such Lender, the Funding Entity or such controlling Person, as applicable, for such reduction in rate of return.
(b)
Any notice pursuant to paragraph (a) above shall (i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth the amount of such lowered return, and, with respect to the Funding Entity, shall be accompanied by a copy of any relevant notice and supporting documentation provided by the Funding Entity (and received by the Facility Agent, directly or through the Funding Agents) under clause 16.2 ( Réclamations ) of the Funding Agreement. If the Facility Agent (directly or through the Funding Agents) has not received such relevant notice and/or supporting documentation from the Funding Entity in accordance with the Funding Agreement, the Facility Agent (directly or through the Funding Agents) shall request the same from the Funding Entity for purposes of this paragraph (b).
(c)
In determining such amount, such Lender or the Funding Entity, as the case may be, may use any method of averaging and attribution that it shall, subject to paragraph (b) above, deem applicable.

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(d)
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.
(e)
Failure or delay on the part of any Lender or the Funding Entity to demand compensation pursuant to this Clause 6.7 ( Increased Capital Costs ) shall not constitute a waiver of such Lender’s or the Funding Entity’s, as applicable, right to demand such compensation.
6.8
Taxes
(a)
All payments by the Borrower of principal of, and interest on, the Loan and all other amounts payable hereunder and any other Finance Documents (including, for the avoidance of doubt, under any Fee Letters) shall be made free and clear of and without deduction for any Covered Taxes.
(b)
In the event that any withholding or deduction from any payment to be made by the Borrower hereunder or under any other Finance Document is required in respect of any Covered Taxes pursuant to any applicable law, rule or regulation, then the Borrower will:
(i)
pay directly to the relevant authority the full amount required to be so withheld or deducted;
(ii)
promptly (and in any event within thirty (30) days) forward to the Facility Agent an official receipt or other documentation satisfactory to the Facility Agent evidencing such payment to such authority; and
(iii)
pay to the Facility Agent for the account of the Lenders or the Funding Entity (as applicable) such additional amount or amounts as is necessary to ensure that the net amount actually received by each Lender and/or the Funding Entity (as applicable) will equal the full amount such Lender and/or the Funding Entity (as applicable) would have received had no such withholding or deduction been required.
(c)
If any Covered Taxes are directly asserted against the Facility Agent, any Lender or the Funding Entity with respect to any payment received or paid by the Facility Agent, such Lender or the Funding Entity hereunder or under any other Finance Document, the Facility Agent, such Lender or the Funding Entity (as applicable) may pay such Covered Taxes and the Borrower will, promptly after (and in any event within five (5) Business Days of) demand, 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 Covered Taxes (including any Covered Taxes on such additional amount) shall equal the amount such Person would have received had no such Covered Taxes been asserted.
(d)
If the Borrower fails to pay any Covered Taxes when due to the appropriate taxing authority or fails to remit to the Facility Agent for the account of the respective Lenders or the Funding Entity (as applicable) the required receipts or other required documentary evidence, the

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Borrower shall indemnify the Lenders and the Funding Entity (as applicable) for any incremental withholding Covered Taxes, interest or penalties that may become payable by any Lender or the Funding Entity 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 or the Funding Entity, as applicable, to provide timely notice to the Borrower (directly or through the Facility Agent) of the assertion of a liability related to the payment of Covered Taxes). For purposes of this Clause 6.8 ( Taxes ), a distribution hereunder by the Facility Agent or any Lender to or for the account of any Lender shall be deemed a payment by the Borrower.
(e)
For the avoidance of doubt with respect to paragraphs (b), (c) and (d) above, the underlying payments to be made by the Borrower hereunder or under any other Finance Document to or for the account of the Funding Entity are the relevant amounts expressed to be payable to or for the benefit of the Funding Entity in this Agreement or in the other Finance Documents, as applicable (including any such expression achieved by the specific incorporation by reference herein of the provisions of the Funding Agreement).
(f)
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 Covered Tax under this Clause 6.8 ( Taxes ) or by reason of any payment made on account of Tax by the Borrower pursuant to Clause 6.5 ( Increased Loan Costs, etc. ), such Lender shall in its absolute discretion use reasonable efforts to obtain such refund, credit, deduction or other reduction and, promptly after receipt 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 refund, credit, deduction or reduction as such Lender reasonably determines is allocable to such Covered 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.
(g)
Each Lender agrees with the Borrower and the Facility Agent that it will:
(i)
in the case of a Lender organised under the laws of a jurisdiction other than the United States:
(A)
provide to the Facility 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 are effectively connected with a trade or business in the United States (or alternatively, an Internal Revenue Service Form W-8BEN claiming the benefits of a tax treaty, 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 New Lender, on or prior to the date of the relevant assignment), in each case attached to an Internal Revenue Service Form W-8IMY, if appropriate;

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(B)
notify the Facility Agent and the Borrower if the certifications made on any form provided pursuant to clause (A) above are no longer accurate and true in all material respects; and
(C)
provide such other tax forms or other documents as shall be prescribed by applicable law, if any, or as otherwise reasonably requested, to demonstrate, to the extent applicable, that payments to such Lender hereunder and under the other Finance Documents are exempt from withholding under FATCA; and
(ii)
in all cases, provide such forms, certificates or other documents, as and when reasonably requested by the Borrower, necessary to claim any applicable exemption from, or reduction of, Covered Taxes or any payments made to or for benefit of such Lender, provided that the Lender is legally able to deliver such forms, certificates or other documents.
(h)
For any period with respect to which a Lender (or New Lender) has failed to provide the Borrower with the applicable forms described in paragraph (g) above (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 (which, in the case of an New Lender, would be the date on which the original assignor was required to provide such form) or if such form otherwise is not required hereunder) such Lender (or New Lender) shall not be entitled to the benefits of this Clause 6.8 ( Taxes ) with respect to Covered Taxes imposed by reason of such failure.
(i)
Without prejudice to the foregoing, all consideration expressed to be payable under a Finance Document by any party thereto to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by any Finance Party to another party in connection with a Finance Document, that party shall pay to such Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (subject to such Finance Party having provided an appropriate VAT invoice to such party) or, where applicable, directly account for such VAT at the appropriate rate under the reverse charge procedure provided for by article 56 of the European Directive 2006/112/EC and any relevant Tax provision of the jurisdiction in which such party receives such supply.
(j)
Where a Finance Document requires any party to reimburse a Finance Party for any costs or expenses, that party shall also at the same time pay and indemnify such Finance Party against all VAT incurred by such Finance Party in respect of the costs or expenses to the extent that such Finance Party reasonably determines that neither it nor any other member of the group of which it is a member for VAT purposes is entitled to credit or repayment of full VAT incurred. In case such Finance Party is entitled to benefit from partial recovery of VAT incurred, it shall be indemnified and held harmless by the reimbursing party against the portion of VAT that it or any other member of the group of which it is a member for VAT purposes has not recovered or for which it has not benefited from a credit.

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(k)
Each party to this Agreement shall, within ten (10) Business Days of a reasonable request by another party hereto:
(i)
confirm to that other party whether it is:
(A)
a FATCA Exempt Party; or
(B)
not a FATCA Exempt Party; and
(ii)
with effect from 2014, supply to that other party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the U.S. Treasury Regulations or other official guidance including intergovernmental agreements) as that other party reasonably requests for the purposes of that other party’s compliance with FATCA.
(l)
If any party to this Agreement confirms to another party hereto pursuant to paragraph (k)(i)(A) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be, a FATCA Exempt Party, that party shall notify that other party reasonably promptly.
(m)
If a party to this Agreement fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (k) above, then:
(i)
if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and
(ii)
if that party failed to confirm its applicable “passthru payment percentage” then such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is one hundred per cent. (100%),
until (in each case) such time as the party in question provides the requested confirmation, forms, documentation or other information.
6.9
Reserve Costs
(a)
Without in any way limiting the Borrower’s obligations under Clause 6.5 ( Increased Loan Costs, etc. ), the Borrower shall, on and after the date the Borrower elects the Floating Rate pursuant to Clause 5.3(b) ( Election of Interest Rate ), if applicable, pay to the Facility Agent for the account of 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 the Loan for each day during such Interest Period:

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(i)
the principal amount of the Loan outstanding on such day; and
(ii)
the remainder of (i) a fraction, the numerator of which is the rate (expressed as a decimal) at which interest accrues on the Loan for such Interest Period as provided in this Agreement (less, if applicable, the Floating Rate Margin) and the denominator of which is one (1) minus any increase after the Disbursement Date in the effective rate (expressed as a decimal) at which such reserve requirements are imposed on such Lender minus (ii) such numerator; and
(iii)
1/360.
(b)
Such notice shall (i) describe in reasonable detail the reserve requirement that has been imposed, together with the approximate date of the effectiveness thereof and (ii) set forth the applicable reserve percentage.
6.10
Payments
(a)
Unless otherwise expressly provided, all payments by the Borrower pursuant to this Agreement and the other Finance Documents shall be made by the Borrower to the Facility Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments required to be made to the Facility Agent shall be made not later than 3:00 p.m. (Paris time) on the date due, in same day or immediately available funds, to such account as the Facility 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 Lenders on the next succeeding Business Day.
(b)
The Facility Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in paragraph (a) above, deemed received) remit in same day funds to each Lender or such Lender’s designee its share, if any, of such payments received by the Facility Agent for the account of such Lender without any set-off, deduction or counterclaim.
(c)
If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Facility Agent shall apply that payment towards the Borrower’s obligations under the Finance Documents in the following order:
(i)
first , in or towards payment of any unpaid fees, costs and expenses of the Facility Agent under the Finance Documents;
(ii)
secondly , in or towards payment pro rata among the relevant Finance Parties of any fees, costs, expenses or commission due but unpaid under this Agreement or the other Finance Documents;

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(iii)
thirdly , in or towards payment pro rata among the relevant Finance Parties of any accrued interest due but unpaid under Clause 5.3(c) ( Post-Maturity Rates );
(iv)
fourthly , in or towards payment pro rata among the relevant Finance Parties of any other accrued interest due but unpaid under this Agreement;
(v)
fifthly , in or towards payment pro rata among the Lenders of any principal due but unpaid under this Agreement; and
(vi)
sixthly , in or towards payment pro rata among the relevant Finance Parties of any other sum due to the Finance Parties but unpaid under the Finance Documents,
in each case in the inverse order of the maturity thereof, provided that the Facility Agent shall, if so directed by the Required Lenders, vary the order set out in clauses (ii) to (iv) above and, provided further that any such appropriation will override any appropriation made by the Borrower.
(d)
Whenever any payment to be made under any Finance Document shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day (except that, if such next succeeding Business Day does not fall in the same calendar month as the original payment due date, then the relevant payment shall be made on the last Business Day in the calendar month of the original payment due date) and any such extension of time shall be included in computing interest and fees, if any, in connection with such payment. If any payment date under a Finance Document is altered by the application of this paragraph (d), the subsequent payment date shall not be altered unless that subsequent payment date also requires alteration pursuant to the preceding sentence.
(e)
For any payment of principal, interest or Commitment Fees to be made by the Borrower under this Agreement, the Borrower shall procure that the Facility Agent receives (i) a SWIFT advice in the form of an MT 199 of such payment from the Borrower’s payment bank on or before the second (2 nd ) Business Day prior to the payment date and (ii) a written confirmation in the form of an MT 103 that such payment has been made from the Borrower’s payment bank by no later than 3:00 p.m. (Paris time) on the payment date.
6.11
No Double Counting
Any payment required to be made by the Borrower pursuant to any of Clauses 6.5 ( Increased Loan Costs, etc. ), 6.6 ( Funding Losses ), 6.7 ( Increased Capital Costs ), 6.8(c), (d), (i) or (j) ( Taxes ) or 6.9 ( Reserve Costs ) shall be calculated without double-counting under any other such Clauses, the payment of the Mandatory Cost or payment under any other provision of this Agreement, and on the basis that the Borrower shall not be liable to make any payment pursuant to any such Clause to the extent that such amount has been compensated under Clause 6.8 ( Taxes ) or would have been so compensated but for any exclusions applicable thereunder, is attributable to a Lender’s failure to satisfy its obligations under Clause 6.8(g) ( Taxes ) or is attributable to a Lender’s breach by its

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gross negligence or wilful misconduct, or the Funding Entity’s breach by its faute lourde or dol , as the case may be, of any applicable treaty, law, regulation or regulatory requirement.
6.12
Cancellation of Commitment or Prepayment of Affected Lender
If the Borrower shall be required to make any payment to any Lender pursuant to Clauses 6.4 ( Market Disruption in respect of an Unfunded Loan Portion ), 6.5 ( Increased Loan Costs, etc. ), 6.6 ( Funding Losses ), 6.7 ( Increased Capital Costs ), 6.8 ( Taxes ) or 6.9 ( Reserve Costs ), the Borrower shall be entitled at any time (so long as no Default and/or Mandatory Prepayment Event shall have occurred and be continuing) within one hundred and eighty (180) days after receipt of notice from such Lender of such required payment to cancel or prepay the affected portion of such Lender’s Commitment or participation in the Loan (as applicable), together with (in the case of prepayment) any accrued interest thereon through the date of such prepayment.
6.13
Funding Entity
If Caisse des Dépôts et Consignations is succeeded or otherwise replaced by another Person in its capacity as Funding Entity or assigns its role as Funding Entity to another Person, then, provided that no Default is continuing at the time of such succession, replacement or assignment, the Borrower’s obligations under Clauses 6.3 ( Market Disruption in respect of a Funded Loan Portion ), 6.5 ( Increased Loan Costs, etc. ), 6.6 (Funding Losses ), 6.7 ( Increased Capital Costs ), 6.8 ( Taxes ) and 6.9 ( Reserve Costs ) or under any other provisions of the Finance Documents shall be no greater than had no such succession, replacement or assignment occurred.
6.14
Sharing of Payments
(a)
If a Lender (a “ Recovering Party ”) receives or recovers any amount from the Borrower other than in accordance with Clause 6.10(a) (a “ Recovered Amount ”) and applies that amount to a payment due under the Finance Documents then:
(i)
the Recovering Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Facility Agent;
(ii)
the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 6.10 ( Payments ), without taking account of any tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and
(iii)
the Recovering Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “ Sharing Payment ”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Party as its share of any payment to be made, in accordance with Clause 6.10 ( Payments ).

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(b)
The Facility Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between the Lenders (other than the Recovering Party) (the “ Sharing Parties ”) in accordance with Clause 6.10 ( Payments ) towards the obligations of the Borrower to the Sharing Parties.
(c)
On a distribution by the Facility Agent under paragraph (b) above of a payment received by a Recovering Party from the Borrower, as between the Borrower and the Recovering Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by the Borrower.
(d)
If any part of the Sharing Payment received or recovered by a Recovering Party becomes repayable and is repaid by that Recovering Party to the Borrower, then:
(i)
each Sharing Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Party for its proportion of any interest on the Sharing Payment which that Recovering Party is required to pay) (the “ Redistributed Amount ”); and
(ii)
as between the Borrower and each relevant Sharing Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by the Borrower.
(e)
This Clause 6.14 ( Sharing of Payments ) shall not apply to the extent that the Recovering Party would not, after making any payment pursuant to this Clause 6.14 ( Sharing of Payments ), have a valid and enforceable claim against the Borrower.
(f)
A Recovering Party is not obliged to share with any other Lenders any amount which the Recovering Party has received or recovered as a result of taking legal or arbitration proceedings, if:
(i)
it notified that other Lender of the legal or arbitration proceedings; and
(ii)
that other Lender had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.
6.15
No Borrower Set-off
All payments required to be made by the Borrower under this Agreement and the other Finance Documents shall be made without set-off, deduction or counterclaim.
6.16
Finance Party Set-off
Upon the occurrence of an Event of Default or Mandatory Prepayment Event and while it is continuing, each Finance Party 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,

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credits, deposits, accounts or monies of the Borrower then or thereafter maintained with such Finance Party (collectively, the “ Borrower Amounts ”); provided that any such appropriation and application shall be subject to the provisions of Clause 6.14 ( Sharing of Payments ). If any Borrower Amount is in a different currency than the Obligations, the relevant Finance Party may convert such Borrower Amount at a market rate of exchange in its usual course of business for the purpose of the set‑off. Each Finance Party agrees promptly to notify the Borrower and the Facility Agent (unless such Finance Party is the Facility Agent) after any such set-off and application made by such Finance Party; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Finance Party under this Clause 6.16 ( Finance Party Set-off ) are in addition to other rights and remedies (including other rights of set-off under applicable law or otherwise) which such Finance Party may have.
6.17
Use of Proceeds
(a)
The proceeds of the Loan shall be applied in accordance with Clause 2.2 ( Purpose ).
(b)
Without prejudice to paragraph (a) above, no proceeds of the 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.
7.
REPRESENTATIONS AND WARRANTIES
To induce the Finance Parties to enter into this Agreement and to make the Loan hereunder, the Borrower hereby represents and warrants to the Finance Parties as set forth in this Clause 7 ( Representations and Warranties ).
7.1
Organisation, etc.
The Borrower:
(a)
is a corporation validly organised and existing and in good standing under the laws of its jurisdiction of incorporation;
(b)
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
(c)
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 Finance Document to which it is a party and to perform the Obligations.
7.2
Due Authorisation, Non-Contravention, etc.
The execution, delivery and performance by the Borrower of this Agreement and each other Finance Document are within the Borrower’s corporate powers, have been duly authorised by all necessary corporate action and do not:

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(a)
contravene the Borrower’s Organic Documents;
(b)
contravene any law or governmental regulation of any Applicable Jurisdiction, except as would not reasonably be expected to have a Material Adverse Effect;
(c)
contravene any court decree or order binding on the Borrower or any of its property, except as would not reasonably be expected to have a Material Adverse Effect;
(d)
contravene any contractual restriction binding on the Borrower or any of its property, except as would not reasonably be expected to have a Material Adverse Effect; or
(e)
result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties, except as would not reasonably be expected to have a Material Adverse Effect.
7.3
Government Approval, Regulation, etc.
(a)
No authorisation 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 Finance Document (except for authorisations or approvals not required to be obtained on or prior to the Disbursement Date or that have been obtained or actions not required to be taken on or prior to the Disbursement Date or that have been taken).
(b)
The Borrower holds all governmental licenses, permits and other approvals (including Environmental Approvals) required to conduct its business as conducted by it on the date of this Agreement and on the Disbursement Date, except to the extent the failure to hold any such licenses, permits or other approvals would not have a Material Adverse Effect.
7.4
Compliance with Laws
The Borrower is in compliance with all applicable laws, rules, regulations and orders, except (other than as described in paragraph (a) or (b) below) to the extent that the failure to so comply does not and could not reasonably be expected to have a Material Adverse Effect, which compliance includes:
(a)
the maintenance and preservation of the Borrower’s corporate existence (subject to the provisions of Clause 9.6 ( Consolidation, Merger, etc. ));
(b)
the maintenance of its qualification as a foreign corporation in the State of Florida, United States;
(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;
(d)
compliance with all anti-money laundering and anti-corrupt practices laws and regulations applicable to the Borrower, including by not making or causing to be made any offer, gift or payment, consideration or benefit of any kind to anyone, either directly or indirectly, as

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an inducement or reward for the award or execution of this Agreement, the Construction Contract or any of the other Transaction Documents to which the Borrower is a party or the performance of any of the transactions contemplated hereby and/or thereby to the extent the same would be in contravention of such applicable laws and regulations; and
(e)
compliance with all applicable Environmental Laws.
7.5
Sanctions
The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Borrower and its Subsidiaries and, to the knowledge of the Borrower, their respective officers, employees, directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions, in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in Borrower being designated as a Sanctioned Person.  None of (a) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
7.6
Validity, etc.
Each Transaction Document to which the Borrower is a party constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except as the enforceability hereof or thereof (as the case may be) may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles.
7.7
No Default, Event of Default or Mandatory Prepayment Event
No Default, Event of Default or Mandatory Prepayment Event has occurred and is continuing.
7.8
Litigation
There is no action, suit, litigation, investigation or proceeding (including arbitration and administrative proceedings) pending or, to the knowledge of the Borrower, threatened against the Borrower that (a) except as set forth in filings made by the Borrower with the SEC, in the Borrower’s reasonable opinion might reasonably be expected to materially adversely affect the business, operations or financial condition of the Borrower and its Subsidiaries (taken as a whole) (collectively, “ Material Litigation ”) or (b) purports to affect the legality, validity or enforceability of the Finance Documents or the consummation of the transactions contemplated hereby.
7.9
The Purchased Vessel
Immediately following the delivery of the Purchased Vessel to the Borrower or one of the Borrower’s wholly-owned Subsidiaries as assignee, transferee or novatee under the Construction Contract, the Purchased Vessel will be:

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(a)
legally and beneficially owned by the Borrower or one of the Borrower’s wholly-owned Subsidiaries;
(b)
registered in the name of the Borrower or one of the Borrower’s wholly-owned Subsidiaries under the Bahamian flag or such other flag reasonably acceptable to the Lenders and COFACE;
(c)
classed as required by Clause 8.4(b);
(d)
free of all recorded Liens;
(e)
insured against loss or damage in compliance with Clause 8.5 ( Insurance ), and
(f)
exclusively operated by or chartered to the Borrower or one of the Borrower’s wholly-owned Subsidiaries.
7.10
Obligations rank pari passu ; Liens
(a)
The Obligations rank at least pari passu in right of payment and in all other respects with all other unsecured and unsubordinated Indebtedness of the Borrower, other than Indebtedness mandatorily preferred as a matter of law.
(b)
As at the date of this Agreement, the provisions of this Agreement which permit or restrict the granting of Liens are not less favorable than the provisions permitting or restricting the granting of Liens in any other agreement entered into by the Borrower with any other person providing financing or credit to the Borrower.
7.11
Withholding, etc.
As at the date of this Agreement, no payment to be made by the Borrower under this Agreement or any other Finance Document is subject to any withholding or similar tax imposed by any Applicable Jurisdiction.
7.12
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 other Finance Documents (except for filings, recordings, registrations or payments not required to be made prior to the Disbursement Date or that have been made).
7.13
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

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Obligations (to the extent such suit, court jurisdiction, judgment, attachment, set-off, execution, legal process or remedy would otherwise be permitted or exist).
7.14
Investment Company Act
The Borrower is not an “investment company”, or a company “controlled” by an “investment company”, in each case within the meaning of the Investment Company Act of 1940, as amended.
7.15
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 the Loan 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 Clause 7.15 ( Regulation U ) with such meanings.
7.16
Accuracy of Information
(a)
The financial and other information (other than financial projections or other forward looking information) furnished to the Facility 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 and the other Finance Documents 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.
(b)
All financial projections, if any, that have been furnished to the Facility 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 this Agreement and the other Finance Documents have been 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 realised).
(c)
All financial and other information furnished to the Facility 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.
7.17
Construction Contract
The Construction Contract is not suspended, repudiated, invalidated, terminated or cancelled (in whole or in part) and is otherwise in full force and effect and there are (to the best knowledge and belief of the Borrower) no circumstances which entitle any party to the Construction Contract to terminate the Construction Contract and there is no action, suit, litigation, investigation or proceeding (including arbitration and administrative proceedings) pending or, to the knowledge of the Borrower, threatened in connection with the Construction Contract.
7.18
No Winding-up

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The Borrower has not taken any corporate action, nor have any other steps been taken or legal proceedings been started or (to the best of the Borrower’s knowledge and belief) threatened against it, for its bankruptcy, postponement of bankruptcy, financial restructuring, suspension of payments, a moratorium of any of its Indebtedness, winding-up, dissolution, administration, re‑organisation (by way of voluntary arrangement, scheme of arrangement or otherwise), a composition, compromise, assignment or arrangement with any of its creditors or for the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager, conservator, custodian, trustee or similar officer of it or all or a material part of its assets or revenues, except, in respect of any such action, steps or proceedings started or threatened against the Borrower, to the extent that the same would not have a Material Adverse Effect.
7.19
Repetition
The representations and warranties set forth in this Clause 7 ( Representations and Warranties ) are made by the Borrower on the date of this Agreement, and each such representation and warranty (other than as set forth in Clause 7.10(b) ( Obligations rank pari passu; Liens ), Clause 7.11 ( Withholding, etc. ) and Clause 7.17 ( Construction Contract )) is deemed to be made and given again by the Borrower on the date of the Drawing Request and on the Disbursement Date by reference to the facts and circumstances then existing.
8.
AFFIRMATIVE COVENANTS
The Borrower agrees with the Facility Agent and each Lender that, from the date hereof (or, in the case of Clauses 8.2(b) ( Government Approvals and Other Consents ), 8.4 ( The Purchased Vessel ) and 8.5 ( Insurance ), from the Disbursement Date) until all Obligations have been paid in full, the Borrower will perform the obligations set forth in this Clause 8 ( Affirmative Covenants ).
8.1
Financial Information, Reports, Notices, etc.
The Borrower will furnish, or will cause to be furnished, to the Facility Agent (with sufficient copies for distribution to each Lender) the following financial statements, reports, notices and information:
(a)
as soon as available and in any event within sixty (60) days after the end of each of the first three (3) 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 SEC 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 one hundred and twenty (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 SEC 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 LLP or another firm of independent public accountants of similar standing;

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(c)
together with each of the statements delivered pursuant to the foregoing paragraph (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 Clause 9.4 ( Financial Condition ) (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);
(d)
as soon as possible after the occurrence of a Default or Mandatory Prepayment Event, a statement of the chief financial officer of the Borrower setting forth details of such Default or Mandatory Prepayment Event (as the case may be) and, if it is continuing, the actions which the Borrower has taken and/or proposes to take with respect thereto;
(e)
as soon as practicable after the occurrence thereof, notice of any written amendment to or written modification of the Construction Contract that relates to (i) the amount of the Initial Basic Cash Contract Price, (ii) the date on which the Purchased Vessel is to be delivered or (iii) a decrease in the dimensions or capacity of the Purchased Vessel in terms of the number of passengers and/or staterooms by two per cent. (2%) or more;
(f)
as soon as available and in any event within thirty (30) days after the end of each calendar year, written confirmation of the then current amount of the Basic Cash Contract Price, the cumulated amount of effective Change Orders and utilised NYC Allowance;
(g)
as soon as the Borrower becomes aware thereof, notice of any suspension, repudiation, invalidation, termination or cancellation (in whole or in part) of the Construction Contract or any failure of the Construction Contract to otherwise be in full force and effect or any circumstances which entitle any party to the Construction Contract to terminate the Construction Contract or any action, suit, litigation, investigation or proceeding (including arbitration and administrative proceedings) pending or, to the knowledge of the Borrower, threatened in connection with the Construction Contract.
(h)
as soon as reasonably practicable after the Borrower becomes aware thereof, notice of any Material Litigation, except to the extent that such Material Litigation is disclosed by the Borrower in its filings with the SEC;
(i)
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 SEC or any national securities exchange;
(j)
such other information regarding the condition or operations, financial or otherwise, of the Borrower or any of its Principal Subsidiaries as any Lender and/or the Funding Entity (through the Facility Agent or the Funding Agents (as applicable)) may from time to time reasonably request;
(k)
such other documentation and information as is requested by the Facility Agent (for itself or on behalf of any Lender and/or the Funding Entity) in order for the Facility Agent (or such Lender and/or the Funding Entity, as the case may be) to carry out and be satisfied that

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it has complied with all necessary “know your customer” and other similar checks under all applicable laws and regulations (including all applicable anti-money laundering and anti-corrupt practices laws and regulations) in connection with the transactions contemplated by this Agreement, the other Finance Documents and the Funding Agreement; and
(l)
such other documentation and information that COFACE may from time to time request,
provided that information required to be furnished to the Facility Agent under paragraphs (a), (b) and (h) of this Clause 8.1 ( Financial Information, Reports, Notices, etc. ) shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at http://www.rclinvestor.com or the SEC’s website at http://www.sec.gov ; and provided further that the Facility Agent or the Funding Agents (as applicable) may disclose to COFACE and the Funding Entity the documentation and information received by or available to them pursuant to this Clause 8.1 ( Financial Information, Reports, Notices, etc. ) and any other documentation and information concerning the Borrower that COFACE may request from time to time or that the Funding Entity may reasonably request from time to time in connection with the Funding Agreement (subject, in all cases with respect to the Funding Entity, to the Funding Entity’s agreement to keep such information confidential on terms equivalent to those in Clause 13.15 ( Confidentiality )).
8.2
Government Approvals and Other Consents
The Borrower will obtain and maintain (or cause to be obtained and maintained) all such governmental licenses, authorisations, consents, permits and approvals (including Environmental Approvals) as may be required for:
(a)
the Borrower to perform its obligations under this Agreement and the other Finance Documents; and
(b)
the operation of the Purchased Vessel in compliance with all applicable laws, except to the extent that the failure to obtain and/or maintain (or cause to be obtained and/or maintained) such governmental licenses, authorisations, consents, permits and approvals as may be required for the operation of the Purchased Vessel in compliance with all applicable laws does not and could not reasonably be expected to have a Material Adverse Effect.
8.3
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 paragraph (a) or (b) below) to the extent that the failure to so comply would not have a Material Adverse Effect, which compliance shall in any case include:
(a)
the maintenance and preservation of the Borrower’s corporate existence (subject to the provisions of Clause 9.6 ( Consolidation, Merger, etc. ));
(b)
the maintenance of its qualification as a foreign corporation in the State of Florida, United States;

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(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;
(d)
compliance with all anti-money laundering and anti-corrupt practices laws and regulations applicable to the Borrower, including by not making or causing to be made any offer, gift or payment, consideration or benefit of any kind to anyone, either directly or indirectly, as an inducement or reward for the performance of any of the transactions contemplated by this Agreement, the Construction Contract or any of the other Transaction Documents to which the Borrower is a party to the extent the same would be in contravention of such applicable laws; and
(e)
compliance with all applicable Environmental Laws.
(f)
The Borrower will maintain in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions.
 
8.4
The Purchased Vessel
The Borrower will:
(a)
cause the Purchased Vessel to be exclusively operated by or chartered to the Borrower or one of the Borrower’s wholly owned Subsidiaries, provided that the Borrower or such Subsidiary may charter (or sub-charter, as the case may be) out the Purchased Vessel (i) to entities other than the Borrower and the Borrower’s wholly owned Subsidiaries and (ii) on a time charter with a stated duration not in excess of one (1) year;
(b)
cause the Purchased Vessel to be kept in such condition as will entitle her to classification by a classification society of recognised standing;
(c)
promptly upon delivery of the Purchased Vessel, provide the following to the Facility Agent with respect to the Purchased Vessel:
(i)
evidence as to the ownership of the Purchased Vessel by the Borrower or one of its wholly-owned Subsidiaries;
(ii)
evidence that the Purchased Vessel is registered under the Bahamian flag or such other flag reasonably acceptable to the Lenders and COFACE; and
(iii)
a copy of the Builder’s duly executed invoice for the Delivery Installment marked “Paid” and certified as a true and complete copy by an Authorised Officer;
(d)
within seven (7) days after delivery of the Purchased Vessel, provide the following to the Facility Agent with respect to the Purchased Vessel:

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(i)
evidence of the class of the Purchased Vessel; and
(ii)
evidence as to all required insurance being in effect with respect to the Purchased Vessel in compliance with Clause 8.5 ( Insurance ).
8.5
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 the Purchased Vessel against such casualties, third-party liabilities and contingencies and in such amounts, in each case, 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 Facility Agent, furnish to the Facility 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 or caused to be maintained by the Borrower and the Subsidiaries and certifying as to compliance with this Clause 8.5 ( Insurance ).
8.6
Books and Records
The Borrower will keep books and records that accurately reflect all of its business affairs and transactions and permit the Facility Agent and each Lender or any of their respective representatives, at reasonable times and upon reasonable prior notice 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.
8.7
Cessation of Business
The Borrower will ensure that its principal business is and continues to be the operation of cruise vessels.
8.8
COFACE Insurance Policy Requirements
The Borrower shall, on the reasonable request of the Facility Agent, provide such other information as required under or in connection with the COFACE Insurance Policy as necessary to enable the Facility Agent to obtain the full support of COFACE pursuant to the COFACE Insurance Policy. The Borrower must pay to the Facility Agent the amount of all reasonable costs and expenses reasonably incurred by the Facility Agent in connection with complying with a request by COFACE for any additional information necessary or desirable in connection with the COFACE Insurance Policy; provided that the Borrower is consulted before the Facility Agent incurs any such cost or expense (it being understood and agreed that such consultation shall not constitute grounds for the Borrower to not comply with the first sentence of this Clause 8.8 ( COFACE Insurance Policy Requirements )).
8.9
Further Assurances

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The Borrower shall, upon any reasonable request by the Facility Agent, timely execute and deliver (or procure that any other entity that is to survive any merger with the Borrower as contemplated by Clause 9.6(b)(ii) timely executes and delivers) to the Facility Agent any documents provided to the Borrower and reasonably required to be executed and delivered by the Borrower in order to maintain the Funding Entity’s security with respect to the Funding Agreement, provided that any such documents shall be in form and substance reasonably acceptable to the Borrower (it being agreed that any such documents that are in substantially the same form as those signed by the Borrower pursuant to Clause 4.1(f) ( Funding Entity’s Security ) shall be acceptable to the Borrower).
9.
NEGATIVE COVENANTS
The Borrower agrees with the Facility Agent and each Lender that, from the date hereof until all Obligations have been paid and performed in full, the Borrower will perform the obligations set forth in this Clause 9 ( Negative Covenants ).
9.1
Business Activities
The Borrower will not, and will not permit any of its Subsidiaries to, engage in any principal business activity other than those engaged in by the Borrower and its Subsidiaries on the date of this Agreement and other business activities reasonably related thereto.
9.2
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 permitted under paragraphs (c) to (p) of Clause 9.3 ( Liens );
(b)
Indebtedness owing to the Borrower or any wholly owned direct or indirect Subsidiary of the Borrower;
(c)
Indebtedness incurred to finance, refinance or refund the cost (including the cost of construction) of assets acquired after the date hereof;
(d)
Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness secured by Liens permitted under paragraph (d) of Clause 9.3 ( Liens ), at any one time outstanding and not exceeding the greater of (determined at the time of creation of any such Lien or the incurrence by any Existing Principal Subsidiary of such Indebtedness, as applicable) (i) five per cent. (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 and (ii) seven hundred and thirty five million Dollars ($735,000,000);
(e)
[ Intentionally Omitted ]; and

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(f)
obligations in respect of Hedging Instruments entered into for the purpose of managing interest rate, foreign currency exchange or commodity exposure risk and not for speculative purposes.
9.3
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 (including the Purchased Vessel), whether now owned or hereafter acquired, except:
(a)
Liens on the Purchased Vessel under the Mortgage;
(b)
[Intentionally Omitted] ;
(c)
Liens on assets (including shares of capital stock of corporations and assets owned by any corporation that becomes a Subsidiary of the Borrower after the date of this Agreement) acquired after the date hereof (whether by purchase, construction or otherwise) by the Borrower or any of its Subsidiaries (other than (i) an Existing Principal Subsidiary or (ii) any other Principal Subsidiary which, at any time, after three (3) months after the acquisition of a Vessel, owns such 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 (A) the acquisition of such assets is not otherwise prohibited by the terms of this Agreement and (B) each such Lien is created within three (3) months after the acquisition of the relevant assets;
(d)
in addition to other Liens permitted under this Clause 9.3 ( Liens ), Liens securing Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted under paragraph (d) of Clause 9.2 ( Indebtedness ), at any one time outstanding and not exceeding the greater of (determined at the time of creation of such Lien or the incurrence by any Existing Principal Subsidiary of such indebtedness, as applicable) (i) five per cent. (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 (ii) seven hundred and thirty five million Dollars ($735,000,000), 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 any such Lien) shall not exceed two (2) times the aggregate principal amount of such Indebtedness (and for purposes of this paragraph (d), the fair market value of any assets shall be determined (A) in the case of any Vessel, by an Approved Appraiser selected by the Borrower and (B) in the case of any other assets, by an officer of the Borrower or by the board of directors of the Borrower);
(e)
Liens on assets acquired after the date hereof by the Borrower or any of its Subsidiaries (other than assets (i) acquired by any Subsidiary that is an Existing Principal Subsidiary or (ii) acquired by any other Principal Subsidiary which, at any time, owns a Vessel free of any mortgage Lien) so long as (A) the acquisition of such assets is not otherwise prohibited by

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the terms of this Agreement and (B) 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;
(f)
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 date hereof 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;
(g)
Liens securing Government-related Obligations;
(h)
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;
(i)
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;
(j)
Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits;
(k)
Liens for current crew’s wages and salvage;
(l)
Liens arising by operation of law as the result of the furnishing of necessaries for the Purchased Vessel or any Other 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;
(m)
Liens on the Purchased Vessel and/or any Other Vessel that:
(i)
secure obligations covered (or reasonably expected to be covered) by insurance;
(ii)
were incurred in the course of or incidental to trading the Purchased Vessel and/or such Other Vessels (as applicable) in connection with repairs or other work to the Purchased Vessel and/or such Other Vessels (as applicable); or
(iii)
were incurred in connection with work to the Purchased Vessel and/or such Other Vessels (as applicable) that is required to be performed pursuant to applicable law, rule, regulation or order,
provided that, in each case described in this paragraph (m), such Liens are either (A) discharged in the ordinary course of business or (B) being diligently contested in good faith by appropriate proceedings;

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(n)
normal and customary rights of set-off upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights in favor of banks or other depository institutions;
(o)
Liens in respect of rights of set-off, recoupment and holdback in favor of credit card processors securing obligations in connection with credit card processing services incurred in the ordinary course of business; and
(p)
Liens on cash or Cash Equivalents securing obligations in respect of Hedging Instruments permitted under Clause 9.2(f) or securing letters of credit that support such obligations.
9.4
Financial Condition
The Borrower will not permit:
(a)
the Net Debt to Capitalisation Ratio, as at the end of any Fiscal Quarter, to be greater than 0.625 to 1.
(b)
the Fixed Charge Coverage Ratio to be less than 1.25 to 1 as at the last day of any Fiscal Quarter; or
(c)
Stockholders’ Equity to be less than, as at the last day of any Fiscal Quarter, the sum of (i) four billion one hundred and fifty million Dollars ($4,150,000,000) plus (ii) fifty per cent. (50%) of the consolidated net income of the Borrower and its Subsidiaries for the period commencing on 1 January 2007 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).
9.5
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:
(a)
the Borrower or any direct or indirect wholly owned Subsidiary of the Borrower; and
(b)
other Investments by the Principal Subsidiaries in an aggregate amount not to exceed one hundred million Dollars ($100,000,000) at any time outstanding.
9.6
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 Person, or purchase or otherwise acquire all or substantially all of the assets of any Person, except:
(a)
any such Subsidiary may (i) liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any other Subsidiary of the Borrower, and the assets or stock (or other

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ownership interests) of any Subsidiary of the Borrower may be purchased or otherwise acquired by the Borrower or any other Subsidiary of the Borrower or (ii) merge with and into another Person in connection with a sale or other disposition permitted by Clause 9.7 ( Asset Dispositions, etc. ); and
(b)
so long as no Event of Default or Mandatory Prepayment Event 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 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 ninety per cent. (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 entity:
(A)
the surviving entity shall have assumed in writing, delivered to the Facility Agent, all of the Borrower’s obligations hereunder and under the other Finance Documents;
(B)
the Borrower shall have provided such documentation and information as is requested by the Facility Agent (for itself or on behalf of any Lender and/or, if the Funding Agreement is then in effect, the Funding Entity) in order for the Facility Agent (or such Lender and/or the Funding Entity, as the case may be) to carry out and be satisfied that it has complied with all necessary “know your customer” and other similar checks under all applicable laws and regulations (including all applicable anti-money laundering and anti-corrupt practices laws and regulations) in connection with the surviving entity; and
(C)
COFACE shall have consented to the merger.
9.7
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 the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except:
(a)
sales of assets (including Vessels) so long as at the time of any such sale:
(i)
the aggregate net book value of all such assets sold during each Fiscal Year does not exceed an amount equal to the greater of (A) twelve point five per cent. (12.5%) of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (B) six hundred seventy five million Dollars ($675,000,000); and

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(ii)
to the extent any asset has a fair market value in excess of two hundred and fifty million Dollars ($250,000,000), 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 (A) in the case of any Vessel, the board of directors of the Borrower and (B) 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 paragraph (a);
(c)
sales of capital stock of any Subsidiary other than a Principal Subsidiary;
(d)
sales of other assets in the ordinary course of business; and
(e)
sales of assets between or among the Borrower and Subsidiaries of the Borrower.
9.8
Use of Proceeds
The Borrower will not request any Loan, and the Borrower shall not use the proceeds of any Loan (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in violation of Sanctions applicable to any party hereto.

9.9
Construction Contract
The Borrower will not amend or modify any term or condition of the Construction Contract that relates to (a) the type, size or capacity of the Purchased Vessel or its ability to comply with applicable laws (including Environmental Laws), (b) the Cash Contract Price, any element thereof or the way in which the Cash Contract Price or any element thereof is determined or (c) the delivery date of the Purchased Vessel or the way in which such delivery date is determined, in any such case in a manner which, in the reasonable opinion of the Lenders after consultation with COFACE and (if the Funding Agreement is then in effect) the Funding Entity, has or could reasonably be expected to have a Material Adverse Effect, except where such amendment or modification (i) shall have been consented to by the Required Lenders after consultation with COFACE and (if the Funding Agreement is then in effect) the Funding Entity or (ii) relates to a decrease in the dimensions or capacity of the Purchased Vessel in terms of the number of passengers and/or staterooms by less two per cent. (2%).
10.
EVENTS OF DEFAULT
10.1
Listing of Events of Default
Each of the following events or occurrences described in this Clause 10.1 ( Listing of Events of Default ) shall constitute an “ Event of Default ”.

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(a)
Non-Payment of Obligations
The Borrower shall default in the payment when due of any payment Obligation, unless:
(i)
in the case of any default in the payment of any principal amount of the Loan, such default is caused by an administrative or technical error and the payment is made within two (2) Business Days of its due date;
(ii)
in the case of any default in the payment of any interest on the Loan, payment is made within two (2) Business Days after notice thereof shall have been given to the Borrower by the Facility Agent; and
(iii)
in the case of any default in the payment of any other amounts under any Finance Document, payment is made within ten (10) Business Days after notice thereof shall have been given to the Borrower by the Facility Agent.
(b)
Breach of Warranty
Any representation or warranty of the Borrower made or deemed to be made hereunder (including in any documents delivered pursuant to Clause 4 ( Conditions Precedent )) is or shall be incorrect in any material respect when made.
(c)
Non-Performance of Certain Covenants and Obligations
(i)
The Borrower shall default in the due performance and observance of any other agreement contained herein or in any other Finance Document (other than the covenants set forth in Clause 9.4 ( Financial Condition ) and the obligations referred to in paragraph (a) above) and such default shall continue unremedied for a period of five (5) days after notice thereof shall have been given to the Borrower by the Facility 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).
(ii)
The Borrower shall default in the due performance and observance of its obligations under Clause 5.1(c), it being provided that if the default consists of a payment default, the remedy periods provided in Clause 10.1(a) ( Non-Payment of Obligations ) shall apply.
(d)
Default on Other Indebtedness
(i)
The Borrower or any of its Principal Subsidiaries shall fail to pay:
(A)
any Indebtedness under the USD Facility Agreement; or

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(B)
any Indebtedness that is outstanding in a principal amount of at least one hundred million Dollars ($100,000,000) (or the equivalent in any other currency) in the aggregate (but excluding the Indebtedness hereunder or with respect to Hedging Agreements),
(hereinafter called the “ Relevant Indebtedness ”) 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 Relevant Indebtedness;
(ii)
any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any Relevant 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 Relevant Indebtedness to cause such Relevant Indebtedness to become due and payable prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness);
(iii)
any such Relevant 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 Relevant Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Relevant Indebtedness); or
(iv)
the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods. 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.
(e)
Bankruptcy, Insolvency, etc.
The Borrower or any of the Principal Subsidiaries (or any of the Borrower’s other Subsidiaries to the extent that the relevant event described below would have a Material Adverse Effect), or, in the case of clause (ii) below, the Borrower only, shall:

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(i)
generally fail to pay, or admit in writing its inability to pay, its debts as they become due or permit
(ii)
enter into a binding settlement with all, or which is enforceable against each, of its creditors with respect to its Indebtedness;
(iii)
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;
(iv)
in the absence of such application, consent or acquiescence, 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 sixty (60) days, provided that in the case of such an event in respect of the Borrower, the Borrower hereby expressly authorises the Facility Agent and each Lender to appear in any court conducting any relevant proceeding during such sixty (60)- period to preserve, protect and defend their respective rights under the Finance Documents;
(v)
suffer to exist the commencement of any bankruptcy, reorganisation, 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 entry of an order for relief or shall remain for sixty (60) days undismissed, provided that the Borrower hereby expressly authorises the Facility Agent and each Lender to appear in any court conducting any such case or proceeding during such sixty (60)-day period to preserve, protect and defend their respective rights under the Finance Documents; or
(vi)
take any corporate action authorising, or in furtherance of, any of the foregoing.
(f)
Cessation of Business
The Borrower ceases to carry on all or substantially all of its business.
(g)
Execution or Distress
Any execution, expropriation, attachment, sequestration or distress is levied against, or an encumbrancer takes possession of, all or a substantial part of the assets of the Borrower (a “ Distress Event ”) and such Distress Event continues for a period of thirty (30) Business Days, unless, upon the expiry of any such thirty (30) Business Day period if such Distress Event is still continuing, the Borrower demonstrates to the satisfaction of the Facility Agent that it is diligently and in good faith contesting such Distress Event by appropriate

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proceedings and that such Distress Event does not and could not reasonably be expected to have a Material Adverse Effect.
10.2
Action if Bankruptcy
If any Event of Default described in clauses (ii) to (v) of Clause 10.1(e) ( Bankruptcy, Insolvency, etc. ) shall occur with respect to the Borrower, the Commitments (if not theretofore terminated) shall automatically terminate and the outstanding principal amount of the Loan and all other Obligations shall automatically be and become immediately due and payable, without notice or demand.
10.3
Action if Other Event of Default
If any Event of Default (other than any Event of Default described in clauses (ii) to (v) of Clause 10.1(e) ( Bankruptcy, Insolvency, etc. ) with respect to the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Facility Agent, upon the direction of the Required Lenders, shall by notice to the Borrower declare the outstanding principal amount of the Loan and all other Obligations to be immediately due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of the Loan and all other Obligations shall be and become immediately due and payable, without further notice, demand or presentment.
11.
MANDATORY PREPAYMENT EVENTS
11.1
Listing of Mandatory Prepayment Events
Each of the following events or occurrences described in this Clause 11.1 ( Listing of Mandatory Prepayment Events ) shall constitute a “ Mandatory Prepayment Event ”.
(a)
Change of Control
There occurs any Change of Control.
(b)
[ Intentionally Omitted ]
(c)
Unenforceability
Any Finance 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 Finance Document (a) identified as unenforceable in any opinion of the Borrower’s counsel provided pursuant to Clause 4 ( Conditions Precedent ) or (b) that a court of competent jurisdiction has determined are not material) and such event shall continue unremedied for fifteen (15) days after notice thereof has been given to the Borrower by the Facility Agent.
(d)
Approvals
Any material license, consent, authorisation, registration or approval at any time necessary to enable the Borrower or any Principal Subsidiary to conduct its business in a given

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jurisdiction shall be revoked, withdrawn or otherwise cease to be in full force and effect unless the same would not have a Material Adverse Effect.
(e)
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 Clause 6.17 ( Use of Proceeds ) or Clause 9.4 ( Financial Condition ).
(f)
Judgments
Any judgment or order for the payment of money in excess of one hundred million Dollars ($100,000,000) 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:
(i)
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 (5) Business Days after the commencement of such enforcement proceedings; or
(ii)
there shall be any period of thirty (30) consecutive 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.
(g)
Condemnation, etc.
The Purchased Vessel shall be condemned or otherwise taken under colour of law or requisitioned and the same shall continue unremedied for at least twenty (20) days, unless such condemnation or other taking would not have a Material Adverse Effect.
(h)
Total Loss
The Purchased Vessel is or becomes a Total Loss and a period of one hundred eighty (180) days from the occurrence of the Total Loss has elapsed. For purposes of this paragraph (h):
(i)
Total Loss ” means:
(A)
the actual total loss of the Purchased Vessel;
(B)
the constructive, compromised, agreed or arranged total loss of the Purchased Vessel;
(C)
any expropriation, confiscation, requisition, appropriation, forfeiture or acquisition of the Purchased Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any Person or Persons claiming to be or to represent a government or

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official authority (excluding a requisition for hire not involving a requisition of title); or
(D)
any arrest, capture, seizure, confiscation, restraint, disappearance or detention of the Purchased Vessel (including any hijacking or theft) other than as described in clause (C) above,
unless, in the case of clause (C) or (D) above, the Purchased Vessel is redelivered to the Borrower’s full control, possession and enjoyment before the date on which prepayment is required to be made under Clause 11.2 ( Mandatory Prepayment ); and
(ii)
a Total Loss shall be deemed to have occurred:
(A)
in the case of a Total Loss under clause (A) of the definition thereof, at 1:00 p.m. (Paris time) on the date of the actual loss of the Purchased Vessel or, if that is not known, on the date on which the Purchased Vessel was last heard from;
(B)
in the case of a Total Loss under clause (B) of the definition thereof, on the earlier of (I) the date on which a notice of abandonment is given to the insurers and (II) the date of any compromise, arrangement or agreement made by or on behalf of the Borrower with the Purchased Vessel’s insurers in which such insurers agree to treat the Purchased Vessel as a total loss; and
(C)
in the case of a Total Loss under clause (C) or (D) of the definition thereof, at 1:00 p.m. (Paris time) on the date on which the relevant event is expressed to take effect by the Person making the same.
(i)
Arrest
The Purchased Vessel shall be arrested and the same shall continue unremedied for at least twenty (20) days, unless such arrest would not have a Material Adverse Effect.
(j)
Sale of the Purchased Vessel
The Purchased Vessel is sold to a company which is not the Borrower or a wholly-owned Subsidiary of the Borrower (other than for the purpose of a lease back to the Borrower or a wholly-owned Subsidiary of the Borrower) or any wholly-owned Subsidiary of the Borrower that owns the Purchased Vessel ceases to be a wholly-owned Subsidiary of the Borrower while it owns the Purchased Vessel.
(k)
Funding Agreement
The Funding Agreement is no longer in full force and effect or has been suspended, repudiated, terminated, cancelled, repaid, prepaid or accelerated in respect of any Lender (such Lender being an “affected Lender” for the purposes of Clause 11.2 ( Mandatory Prepayment )), except where the same is due to a Lender’s voluntary repayment or

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prepayment thereof or due to the faute lourde or dol under the Funding Agreement of any Finance Party or a breach or an event of default thereunder which is attributable solely to a Finance Party (and, for the avoidance of doubt, the underlying cause for which is not attributable to the fault of the Borrower).
(l)
COFACE Insurance Policy
The COFACE Insurance Policy is no longer in full force and effect, is terminated or cancelled or is no longer valid, or it is suspended for more than six (6) months, to the extent that the same results in a Lender being obligated to make a mandatory prepayment of its borrowing under the Funding Agreement pursuant to clause 8.6 ( Remboursement anticipé obligatoire en cas de résiliation, annulation ou suspension de la Police d’Assurance COFACE DGP ) thereof (such Lender being an “affected Lender” for the purposes of Clause 11.2 ( Mandatory Prepayment )).
(m)
Illegality for Lenders
It becomes unlawful in any applicable jurisdiction for any Lender (such Lender being an “affected Lender” for the purposes of this Clause 11.1(m) and Clause 11.2 ( Mandatory Prepayment )) to perform its obligations as contemplated by this Agreement, any other Finance Document and/or the Funding Agreement (an “ Illegality Event ”) and no later than the close of business on the last day of the Option Period related to the giving of any Illegality Notice by an affected Lender pursuant to the paragraph below, either: (x) the Borrower has not elected to take an action specified in sub-clause (1) or (2) below, (y) if the Borrower has elected to act as set forth in clause (1) below, the Borrower has failed to take the action required in respect of such election or (z) if the Borrower has elected to act as set forth in sub-clause (2) below, the affected Lender’s participation in the Loan has not been transferred to one or more Affiliates, other Lenders or financial institutions.
Upon the occurrence of an Illegality Event, the affected Lender may give written notice (the “ Illegality Notice ”) to the Borrower and the Facility Agent of such event, including reasonable details of the relevant circumstances. If an affected Lender delivers an Illegality Notice, the Borrower and the affected Lender shall discuss in good faith (but without obligation) what steps may be open to the relevant Lender to mitigate or remove such circumstances in accordance with the provisions of Clause 13.3(a), but, if they are unable to agree such steps within the Option Period or if the Borrower so elects, the Borrower shall have the right, exercisable at any time during the Option Period, either:
(1)
to prepay the affected Lender’s participation in the Loan in full on or before the expiry of the Option Period, together with all unpaid interest and fees thereon accrued to but excluding the date of such prepayment, or
(2)
to exercise its rights in accordance with the terms and conditions of Clause 13.11(g) ( Borrower’s Lender Replacement Rights ).

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For the purpose of this Clause “ Option Period ” means the occurrence of the first of the two following dates: the last day of the Interest Period occurring after the delivery of the Illegality Notice or, if earlier, the date specified by the Lender in the Illegality Notice (being no earlier than the last day of any applicable grace period permitted by law).
(n)
Illegality for the Funding Entity
It becomes illegal for the Funding Entity to perform its obligations under the Funding Agreement with respect to any Lender (such Lender being an “affected Lender” for the purposes of Clause 11.2 ( Mandatory Prepayment )).
11.2
Mandatory Prepayment
If any Mandatory Prepayment Event shall occur and be continuing, the Facility Agent, upon the direction of the Required Lenders, shall, by notice to the Borrower and without prejudice to the Borrower’s obligations in Clause 6.6 ( Funding Losses ), require the Borrower to prepay in full on the date of such notice:
(b)
the Loan or (in the case of Clauses 11.1(k) ( Funding Agreement ), 11.1(l) ( COFACE Insurance Policy ), 11.1(m) ( Illegality for Lenders ) and 11.1(n) ( Illegality for the Funding Entity )) each affected Lender’s participation in the Loan (as applicable);
(c)
all accrued and unpaid interest on the Loan or (in the case of Clauses 11.1(k) ( Funding Agreement ), 11.1(l) ( COFACE Insurance Policy ), 11.1(m) ( Illegality for Lenders ) and 11.1(n) ( Illegality for the Funding Entity )) each affected Lender’s participation in the Loan (as applicable); and
(d)
all other Obligations payable to the Lenders or (in the case of Clauses 11.1(k) ( Funding Agreement ), 11.1(l) ( COFACE Insurance Policy ), 11.1(m) ( Illegality for Lenders ) and 11.1(n) ( Illegality for the Funding Entity )) each affected Lender (as applicable) and the Funding Entity,
and, in such event, the Borrower agrees to so pay all such amounts.
12.
THE FACILITY AGENT, MANDATED LEAD ARRANGERS AND DOCUMENTATION BANK
12.1
Appointment and Duties
(a)
Each Finance Party (other than the Facility Agent) hereby appoints Société Générale, as Facility Agent, as its agent under and for purposes of this Agreement and each other Transaction Document to which the Facility Agent is a party.
(b)
Each Finance Party (other than the Facility Agent) irrevocably authorises the Facility Agent to sign the Funds Flow Agreement and the relevant Fee Letters on behalf of such Finance Party and to act on behalf of such Finance Party under and in respect of this Agreement and each other Transaction Document to which it is a party, including by giving the payment

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instructions set forth in the Funds Flow Agreement, and, in the absence of other written instructions from the Required Lenders received from time to time by the Facility Agent (with respect to which the Facility Agent agrees that it will comply, except as otherwise provided in this Clause 12 ( The Facility Agent, Mandated Lead Arrangers and Documentation Bank ), as otherwise advised by counsel or as otherwise instructed by any French Authority, it being understood and agreed that any instructions provided by a French Authority shall prevail), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Facility Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto.
(c)
The Facility Agent shall not be obliged to act on the instructions of any Finance Party or the Required Lenders if to do so would, in the opinion of the Facility Agent, be contrary to any provision of this Agreement, any other Transaction Document to which the Facility Agent is a party or the COFACE Insurance Policy or to any law or the conflicting instructions of any French Authority, or would expose the Facility Agent to any actual or potential liability to any third party.
(d)
The Facility Agent’s duties under the Transaction Documents to which it is a party are solely mechanical and administrative in nature.
12.2
Indemnity
Without prejudice to the Borrower’s indemnity obligations hereunder, each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Facility Agent, pro rata according to such Lender’s Commitment, from and against any and all claims, damages, losses, liabilities and expenses (including reasonable fees and disbursements of counsel) that be incurred by or asserted or awarded against, the Facility Agent in any way relating to or arising out of this Agreement and any other Transaction Document or any action taken or omitted by the Facility Agent under this Agreement or any other Transaction 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 Facility Agent’s gross negligence or wilful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Facility Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Facility 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 Facility 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 Clause 12.2 ( Indemnity ) applies whether any such investigation, litigation or proceeding is brought by the Facility Agent, any Lender or any third party. The Facility Agent shall not be required to take any action hereunder or under any other Transaction Document, or to prosecute or defend any suit in respect of this Agreement or any other Transaction 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 Facility Agent shall be or become, in the Facility Agent’s determination, inadequate, the Facility Agent may

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call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.
12.3
Funding Reliance, etc.
Each Lender shall notify the Facility Agent by 10:00 a.m. (Paris time), one (1) day prior to the advance of the Loan if it is not able to fund the following day. Unless the Facility Agent shall have been notified by telephone, confirmed in writing, by any Lender by 10:00 a.m. (Paris time), on the day prior to the advance of the Loan that such Lender will not make available the amount which would constitute its percentage (based upon its Commitment) of the Loan on the date specified therefor, the Facility Agent may assume that such Lender has made such amount available to the Facility Agent and, in reliance upon such assumption, may, but shall not be obliged to, 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 Facility Agent, such Lender and the Borrower severally agree to repay the Facility Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Facility Agent made such amount available to the Borrower to the date such amount is repaid to the Facility Agent, at the interest rate applicable at the time to the Loan without premium or penalty.
12.4
Exculpation
The Facility Agent shall not be liable to any other Finance Party for any action taken or omitted to be taken by it under this Agreement or any other Transaction Document, or in connection herewith or therewith, except for the Facility Agent’s own gross negligence or wilful misconduct. No director, officer, employee or agent of the Facility Agent shall be liable to any Finance Party other than the Facility Agent for any action taken or omitted to be taken by it under this Agreement or any other Transaction Document, or in connection herewith or therewith. Without limitation of the generality of the foregoing, the Facility Agent:
(a)
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;
(b)
makes no warranty or representation to any other Finance Party and shall not be responsible to any other Finance Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
(c)
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, Event of Default or Mandatory Prepayment Event or to inspect the property (including the books and records) of the Borrower;

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(d)
shall not be responsible to any other Finance Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto;
(e)
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 facsimile or electronic mail) believed by it to be genuine and signed or sent by the proper party or parties; and
(f)
shall have no responsibility to the Borrower or any other Finance Party on account of:
(i)
the failure of another Finance Party or the Borrower to perform any of its obligations under this Agreement or any other Transaction Document or of the Funding Entity to perform any of its obligations under the Funding Agreement;
(ii)
the financial condition of the Borrower;
(iii)
the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any other Transaction Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any other Transaction Document; or
(iv)
the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of this Agreement or any other Transaction Document or of any document executed or delivered pursuant to or in connection with any Transaction Document.
12.5
Successor/Replacement
(a)
Subject in all respects to the terms of the Funding Agreement, the Facility Agent may resign or be replaced as such at any time upon at least two (2) Business Days’ prior notice to the Borrower and all Lenders, and a successor Facility Agent (which shall also have become, previously or simultaneously, the successor Funding Paying Agent under the Funding Agreement if the Funding Agreement is then in effect) shall be appointed with the approval or at the request of the Funding Entity; provided that no such approval by the Funding Entity is required to be obtained if HSBC France is the successor Facility Agent or, for the avoidance of doubt, if the Funding Agreement is no longer in full force and effect.
(b)
Upon the Borrower’s receipt of notice of a proposed successor Facility Agent under paragraph (a) above, the Borrower shall, as soon as reasonably practicable and in any event within two (2) Business Days, advise the existing Facility Agent in writing whether the Borrower approves or objects to such proposed successor Facility Agent; provided that, if the Borrower fails to so advise the Facility Agent in writing within such two (2) Business Days, then the Borrower shall be deemed to have approved of such proposed successor Facility Agent. Notwithstanding the foregoing, the Borrower’s approval is not required for HSBC France to become the successor Facility Agent, and the Borrower shall otherwise only have an approval right with respect to the first proposed successor Facility Agent (other

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than HSBC France) notified to the Borrower. If the Borrower objects to such first proposed successor Facility Agent (other than HSBC France) notified to the Borrower, then such proposed successor Facility Agent shall not become the successor Facility Agent hereunder (unless the Borrower, after consultation with the existing Facility Agent (which consultation shall not be required of the Borrower), agrees to the contrary).
(c)
Any successor Facility Agent hereunder shall be entitled to receive from the resigning or otherwise replaced Facility Agent such documents of transfer and assignment as such successor Facility Agent or (if the Funding Agreement is then in effect) the Funding Entity may request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the resigning or otherwise replaced Facility Agent, and the resigning or otherwise replaced Facility Agent shall be discharged from its duties and obligations under this Agreement.
(d)
After any resigning or otherwise replaced Facility Agent’s resignation or replacement hereunder as the Facility Agent, the provisions of:
(i)
this Clause 12 ( The Facility Agent, Mandated Lead Arrangers and Documentation Bank ) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Facility Agent under this Agreement; and
(ii)
Clause 13.5 ( Payment of Costs and Expenses ) and Clause 13.6 ( Indemnification ) shall continue to inure to its benefit.
(e)
The Facility Agent shall resign in accordance with paragraph (a) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent pursuant to paragraphs (a) and (b) above) if, on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:
(i)
the Facility Agent fails to respond to a request under Clause 6.8(k) and a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii)
the information supplied by the Facility Agent pursuant to Clause 6.8(k) or (l) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii)
the Facility Agent notifies the Lenders and the Borrower that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
and (in each case) a Lender reasonably believes that a party hereto will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party and that Lender, by notice to the Facility Agent, requires it to resign.

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12.6
Loans by the Facility Agent
The Facility Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as if the Facility Agent were not the Facility Agent hereunder and without any duty to account therefor to the other Finance Parties. The Facility Agent shall have no 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 the Facility Agent.
12.7
Credit Decisions
Each Lender acknowledges that it has, independently of the Facility Agent and each other Finance Party, and based on such Lender’s review of the financial information of the Borrower, this Agreement, the other Transaction Documents and such other documents, information and investigations as such Lender has deemed appropriate, made its own credit decision to extend its Commitment or otherwise participate in the Loan. Each Lender also acknowledges that it will, independently of the Facility Agent and each other Finance Party, 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 Transaction Document.
12.8
Copies, etc.
The Facility Agent shall give prompt notice to each Lender and (for as long as the Funding Agreement is in effect) the Funding Entity of each notice or request required or permitted to be given to the Facility Agent by the Borrower pursuant to the terms of this Agreement (unless concurrently delivered to the Lenders and/or the Funding Entity, as applicable, by the Borrower). The Facility Agent will distribute to each Lender and (for as long as the Funding Agreement is in effect) the Funding Entity each document or instrument received for its account and copies of all other communications received by the Facility Agent from the Borrower for distribution to the Lenders and/or the Funding Entity, as the case may be, by the Facility Agent in accordance with the terms of this Agreement.
12.9
The Facility Agent’s Rights
The Facility Agent may (a) assume that all representations or warranties made or deemed repeated by the Borrower in or pursuant to this Agreement or any other Transaction Document are true and complete, unless, in its capacity as the Facility Agent, it has acquired actual knowledge to the contrary; (b) assume that no Default, Event of Default or Mandatory Prepayment Event has occurred unless, in its capacity as Facility Agent, it has acquired actual knowledge to the contrary; (c) rely on any document or notice believed by it to be genuine; (d) rely as to legal or other professional matters on opinions and statements of any legal or other professional advisers selected or approved by it; (e) rely as to any factual matters which might reasonably be expected to be within the knowledge of the Borrower on a certificate or other document signed by or on behalf of the Borrower; and (f) refrain from exercising any right, power, discretion or remedy unless and until instructed to exercise that right, power, discretion or remedy and as to the manner of such exercise by the Lenders (or,

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where applicable, by the Required Lenders) and unless and until it has received from the Lenders any payment which it may require on account of, or any security which it may require for, any costs, claims, expenses (including legal and other professional fees) and liabilities which it considers it may incur or sustain in complying with those instructions.
12.10
The Facility Agent’s Duties
(a)
The Facility Agent shall (i) if requested in writing to do so by a Lender, make enquiry and advise the Lenders as to the performance or observance of any of the provisions of this Agreement or any other Transaction Document by the Borrower and/or as to the existence of a Default, Event of Default and/or Mandatory Prepayment Event and (ii) inform the Lenders promptly of any Default, Event of Default and/or Mandatory Prepayment Event of which the Facility Agent has actual knowledge.
(b)
The Facility Agent shall not be deemed to have actual knowledge of the falsehood or incompleteness of any representation or warranty made or deemed repeated by the Borrower or actual knowledge of the occurrence of any Default unless a Lender, or the Borrower, shall have given written notice thereof to the Facility Agent in its capacity as the Facility Agent. Any information acquired by the Facility Agent other than specifically in its capacity as the Facility Agent shall not be deemed to be information acquired by the Facility Agent in its capacity as the Facility Agent.
(c)
The Facility Agent may, without any liability to account to the Lenders, generally engage in any kind of banking or trust business with the Borrower or with the Borrower’s subsidiaries or associated companies or with a Lender as if it were not the Facility Agent.
12.11
Employment of Agents
In performing its duties and exercising its rights, powers, discretions and remedies under or pursuant to this Agreement, the Facility Agent shall be entitled to:
(a)
employ and pay agents to do anything which the Facility Agent is empowered to do under or pursuant to this Agreement or the other Transaction Documents (including the receipt of money and documents and the payment of money); provided that, unless otherwise provided herein, including Clause 13.5 ( Payment of Costs and Expenses ), the employment of such agents shall be for the Facility Agent’s account; and
(b)
to act or refrain from taking action in reliance on the opinion of, or advice or information obtained from, any lawyer, banker, broker, accountant, valuer or any other Person believed by the Facility Agent in good faith to be competent to give such opinion, advice or information.
12.12
Distribution of Payments
The Facility Agent shall pay promptly to the order of each Lender (or, if the Funding Agreement is in effect, directly to the Funding Entity on behalf of such Lender in accordance with the Funding

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Agreement) such Lender’s pro rata share of every sum of money received by the Facility Agent pursuant to this Agreement and the other Finance Documents (with the exception of any amounts which, by the terms of this Agreement or any Fee Letter, as the case may be, are payable to the Facility Agent for its own account or specifically for the account of one or more Lenders) and until so paid such amount shall be held by the Facility Agent on trust absolutely for such Lender.
12.13
Reimbursement
The Facility Agent shall have no liability to pay any sum to a Lender (or to the Funding Entity on behalf of such Lender) until it has itself received payment of that sum. If, however, the Facility Agent does pay any sum to a Lender (or to the Funding Entity on behalf of such Lender) on account of any amount prospectively due to such Lender (or to the Funding Entity on behalf of that Lender) pursuant to Clause 12.12 ( Distribution of Payments ) before it has itself received payment of that amount, and the Facility Agent does not in fact receive payment within five (5) Business Days after the date on which that payment was required to be made by the terms of this Agreement or the other Finance Documents, as applicable, then that Lender will, on demand by the Facility Agent and without prejudice to the Borrower’s obligations hereunder, to the extent not prohibited by the Funding Agreement, refund to the Facility Agent an amount equal to the amount received by it (or paid to the Funding Entity on its behalf), together with an amount sufficient to reimburse the Facility Agent for any amount which the Facility Agent may certify that it has been required to pay by way of interest on money borrowed to fund the amount in question during the period beginning on the date on which that amount was required to be paid by the terms of this Agreement or the other Finance Documents, as applicable, and ending on the date on which the Facility Agent receives reimbursement.
12.14
Instructions
Where the Facility Agent is authorised or directed to act or refrain from acting in accordance with the instructions of the Lenders or of the Required Lenders, each of the Lenders shall provide the Facility Agent with instructions within three (3) Business Days of the Facility Agent’s request (which request may be made orally or in writing). If a Lender does not provide the Facility Agent with instructions within that period, that Lender shall be bound by the decision of the Facility Agent. Nothing in this Clause 12.14 ( Instructions ) shall limit the right of the Facility Agent to take, or refrain from taking, any action without obtaining the instructions of the Lenders or the Required Lenders, as applicable, if the Facility Agent in its discretion considers it necessary or appropriate to take, or refrain from taking, such action in order to preserve the rights of the Lenders under or in connection with this Agreement and/or the other Finance Documents. In that event, the Facility Agent will notify the Lenders of the action taken by it as soon as reasonably practicable, and the Lenders agree to ratify any action taken by the Facility Agent pursuant to this Clause 12.14 ( Instructions ).
12.15
Payments
All amounts payable to a Lender under this Clause 12 ( The Facility Agent, Mandated Lead Arrangers and Documentation Bank ) shall be paid to such account at such bank as that Lender may from time to time direct in writing to the Facility Agent.

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12.16
“Know your customer” Checks
Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for the Facility Agent to carry out and be satisfied that it has complied with all necessary “know your customer” and other similar checks under all applicable laws and regulations in connection with the transactions contemplated by this Agreement and the other Transaction Documents.
12.17
No Fiduciary Relationship
Except as provided in Clause 12.12 ( Distribution of Payments ), the Facility Agent shall not have any fiduciary relationship with or be deemed to be a trustee of or for any other Person and nothing contained in this Agreement or any other Transaction Document shall constitute a partnership between any two or more Lenders or between the Facility Agent and any other Person.
12.18
The Mandated Lead Arrangers and the Documentation Bank
Except as specifically provided herein, none of the Mandated Lead Arrangers or the Documentation Bank has any obligations of any kind to any Person under or in connection with any Transaction Document.
13.
MISCELLANEOUS PROVISIONS
13.1
Waivers and Amendments
(a)
The provisions of this Agreement and the other Finance Documents 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:
(i)
contravene or be in breach of the terms of the COFACE Insurance Policy or the arrangements with Natixis DAI relating to the CIRR (if the Fixed Rate applies) or of the Funding Agreement shall be effective unless consented to by, as applicable, COFACE, Natixis DAI and/or the Funding Entity;
(ii)
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;
(iii)
modify this Clause 13.1 ( Waivers and Amendments ) or change the definition of “Required Lenders” shall be effective without the consent of each Lender;
(iv)
increase the Commitment of any Lender shall be effective without the consent of such Lender;

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(v)
reduce any fees described in Clause 5 ( Repayment, Prepayments, Interest and Fees ) payable to any Lender shall be effective without the consent of such Lender;
(vi)
extend the Longstop Date shall be effective without the consent of each Lender;
(vii)
extend the due date for, or reduce the amount of, any scheduled payment, repayment or prepayment of principal of or interest on the Loan or any other payment Obligation (or reduce the principal amount of or rate of interest on the Loan or any other payment Obligation) owed to any Lender shall be effective without the consent of such Lender;
(viii)
modify the currency in which any payment is to be made under any Finance Document shall be effective without the consent of each Finance Party who is to receive such payment; or
(ix)
affect adversely the interests, rights or obligations of the Facility Agent in its capacity as such shall be effective without consent of the Facility Agent.
(b)
The Borrower agrees to pay to the Facility Agent for its own account a fee in the amount of fifteen thousand Euros (EUR 15,000) for each waiver of or amendment (i) required to be made to the Finance Documents during the term of the Loan to correspond to changes to the Construction Contract, (ii) requested by the Borrower or (iii) required due to the occurrence of a Default.
(c)
The Borrower agrees to pay to the Funding Coordination Agent for its own account (or to the Facility Agent for the account of the Funding Coordination Agent) a fee in the amount of fifteen thousand Euros (EUR 15,000) for each waiver of or amendment required to be made to the Funding Agreement during the term of the Loan to correspond to (i) changes to the Construction Contract or (ii) waivers of or amendments to the Finance Documents requested by the Borrower and/or required due to the occurrence of a Default.
(d)
Neither the Borrower’s rights nor its obligations under the Finance Documents shall be changed, directly or indirectly, as a result of any amendment, supplement, modification, variance or novation of the Funding Agreement or the COFACE Insurance Policy, except any amendments, supplements, modifications, variances or novations, as the case may be, which occur (i) with the Borrower’s consent, (ii) at the Borrower’s request or (iii) in order to conform to amendments, supplements, modifications, variances or novations effected in respect of the Finance Documents in accordance with their terms.
(e)
The Borrower agrees that, without the prior written consent of the Facility Agent, it shall not:
(i)
agree to any change (A) to the definition of “Repayment Date” under the USD Facility Agreement, (B) to the definition of “Business Day” under the USD Facility Agreement (but only to the extent the same would result in a change in the definition of “Repayment Date” under the USD Facility Agreement) or (C) that will result in a change of the payment dates of any amount of scheduled payments of principal or

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interest under clause 5.1(a) (as may be varied pursuant to clause 5.1(b)(ii)) or clause 5.3(d(i)(A)) of the USD Facility Agreement;
(ii)
agree to any change to the provisions of clause 7 ( Representations and Warranties ), clause 8 ( Affirmative Covenants ) and/or clause 9 ( Negative Covenants ) of the USD Facility Agreement but only to the extent those provisions are, as at the date of the Amendment and Restatement No.1, substantially the same in their terms, scope and effect as, respectively, the provisions of Clause 7 ( Representations and Warranties ), Clause 8 ( Affirmative Covenants ) and Clause 9 ( Negative Covenants );
(iii)
agree to any change to the provisions of clause 10.1 ( Listing of Events of Default ) of the USD Facility Agreement but, with regards to clauses 10.1(a) ( Non-Payment of Obligations ), 10.1(b) ( Breach of Warranty ) and/or 10.1(c) ( Non-Performance of Certain Covenants and Obligations ) of the USD Facility Agreement, only to the extent the same concern breaches of or defaults under those provisions of the USD Facility Agreement which are, as at the date of the Amendment and Restatement No.1, substantially the same in their terms, scope and effect as the provisions of Clauses 10.1(a) ( Non-Payment of Obligations ), 10.1(b) ( Breach of Warranty ) and/or 10.1(c) ( Non-Performance of Certain Covenants and Obligations );
(iv)
agree to any change to the provisions of clause 11.1 ( Listing of Mandatory Prepayment Events ) of the USD Facility Agreement but only to the extent those provisions are, as at the date of the Amendment and Restatement No.1, substantially the same in their terms, scope and effect as the provisions of Clause 11.1 ( Listing of Mandatory Prepayment Events ); and/or
(v)
agree to any change to the obligations to make pari-passu and  pro-rata payments under the Facility and the USD Facility as provided under Clause 5.1 (c) and under clause 5.1 (c) of the USD Facility Agreement.
13.2
Exercise of Remedies
No failure or delay on the part of the Facility Agent or any Lender in exercising any power or right under this Agreement or any other Finance 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 Facility Agent or any Lender under this Agreement or any other Finance 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.
13.3
Mitigation, Borrower Challenges, etc.
(a)
Each Lender agrees to use reasonable efforts (consistent with its internal policies and legal and regulatory restrictions and the terms of the Funding Agreement, the COFACE Insurance

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Policy and (if the Fixed Rate applies) the arrangements with Natixis DAI relating to the CIRR), in consultation with the Borrower, to avoid any circumstances which arise and which would result in any Commitments becoming cancellable or amounts becoming payable or prepayable pursuant to Clauses 2.5 ( Cancellation due to Lender Illegality ), 2.7 ( Automatic Cancellation ), 6.4 ( Market Disruption in respect of an Unfunded Loan Portion ), 6.5 ( Increased Loan Costs, etc. ), 6.7 ( Increased Capital Costs ), 6.8(c), (d), (i) or (j) ( Taxes ), 6.9 ( Reserve Costs ), 11.1(m) ( Illegality for Lenders ) and/or 11.1(n) ( Illegality for the Funding Entity ), including using reasonable efforts (consistent with its internal policies and legal and regulatory restrictions and the terms of the Funding Agreement (if it then maintains a Funded Loan Portion), the COFACE Insurance Policy and (if the Fixed Rate applies) the arrangements with Natixis DAI relating to the CIRR) to designate a different Lending Office, if such efforts would avoid such Commitments becoming cancellable or such amounts becoming payable or prepayable, provided that, in each such case, such efforts shall not, in the reasonable judgment of such Lender, be prejudicial or otherwise disadvantageous to such Lender and/or its Affiliates.
(b)
If the Borrower (acting reasonably) disagrees with any of:
(i)
the Funding Entity’s determination of EURIBOR in accordance with Clause 6.1(a);
(ii)
a claim by the Funding Entity under Clause 6.3(b);
(iii)
the notice or calculations of the Funding Entity provided pursuant to Clauses 6.5(b) or 6.7(b); or
(iv)
the details, calculations or supporting documentation in respect of Funding Losses of the Funding Entity provided pursuant to Clause 6.6(c) or (e),
then the Borrower shall promptly notify the Facility Agent thereof in writing with reasonable details of the Borrower’s position and the Facility Agent shall, subject to the terms of the Funding Agreement, use reasonable efforts to present the Borrower’s position and such details to the Funding Entity and shall revert to the Borrower with details of any responses from the Funding Entity. Until such time as the Funding Entity shall revise its determination or withdraw its claim (as applicable), the Funding Entity’s initial determination shall apply and any claimed amount shall be payable by the Borrower in accordance with the terms of the relevant aforementioned Clauses.
(c)
For the avoidance of doubt, the Facility Agent shall not be required to take or omit to take any action pursuant to paragraph (a) or (b) above if it would put the Facility Agent in default under the Funding Agreement and/or the Funds Flow Agreement.
(d)
The Lenders shall not exercise any voluntary cancellation or voluntary prepayment rights under the Funding Agreement without the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed).
13.4
Notices

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(a)
All notices and other communications provided to any party hereto under this Agreement or any of the other Finance Documents shall be in writing, by facsimile or by electronic mail, shall be in the English language (or, if not in the English language, and if so required by the Facility Agent, accompanied by a certified English translation and, in this case, the English translation thereof will prevail unless the document is a constitutional, statutory or other official document) and shall be addressed, delivered or transmitted to such party at its following address, facsimile number or electronic mail address:
(i)
in the case of the Borrower:
Royal Caribbean Cruises Ltd.
1050 Caribbean Way
Miami, Florida 33132-2096 U.S.A
Attention:    Antje Gibson, Vice President and Treasurer
Tel:    +1 305 539 6440
Fax:    +1 305 539 0562
Email:    agibson@rccl.com
(ii)
in the case of the Facility Agent (and all notices and communications addressed to any Lender or Mandated Lead Arranger from any party other than the Facility Agent shall be delivered to the Facility Agent for forwarding to such Lender or Mandated Lead Arranger, as applicable):
Société Générale
189 rue d’Aubervilliers
75886 PARIS Cedex 18
France
Attention:    Sebastien Leocadie / Olivier Gueguen
Tel:    +33 (0)1 58 98 29 85 / +33 (0)1 42 13 07 52
Fax:    +33 (0)1 46 92 45 97
Email:    Sebastien.leocadie@sgcib.com / Olivier.gueguen@sgcib.com /
par-oper-fin-smo-ext@sgcib.com

and

Attention:    Alcina Aires / Murielle Bourdon
Tel:    +33 (0)1 58 98 06 85 / +33 (0)1 41 45 96 54
Fax:    +33 (0)1 46 92 45 98
Email:    alcina.aires@sgcib.com / murielle.bourdon@sgcib.com /
par-oper-caf-dmt6@sgcib.com

(iii)
in the case of the Documentation Bank:
BNP Paribas
Corporate Banking Europe – Export Finance
Commercial Support & Loan Implementation

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ACI: CHC02C1
37, Place du Marché Saint Honoré
75001 Paris
France
Attention:    Fabrice Pruvost / Patricia Di Mascio
Tel:    +33 (0)1 43 16 81 51 / +33 (0)1 43 16 90 46
Fax:    +33 (0)1 43 16 81 84
Email:    fabrice.pruvost@bnpparibas.com / patricia.dimascio@bnpparibas.com

(iv)
in the case of each of the Mandated Lead Arrangers and Original Lenders, that identified with its name below:
(A)
BNP Paribas:
BNP Paribas
Corporate Banking Europe – Export Finance
Commercial Support & Loan Implementation
ACI: CHC02C1
37, Place du Marché Saint Honoré
75001 Paris
France
Attention:    Fabrice Pruvost / Patricia Di Mascio
Tel:    +33 (0)1 43 16 81 51 / +33 (0)1 43 16 90 46
Fax:    +33 (0)1 43 16 81 84
Email:     fabrice.pruvost@bnpparibas.com / patricia.dimascio@bnpparibas.com

(B)
HSBC France:
HSBC France
109, avenue des Champs-Elysées
75419 PARIS Cedex 08
France
Attention:    Transaction Management Unit (TMU) Agency &
Operations Frédéric Gache / Philippe Abonneau
Tel:    +33 (0)1 40 70 20 45 / +33 (0)1 58 13 08 05
Fax:    +33 (0)1 40 70 31 54 / +33 (0)1 40 70 23 68
Email:    frederic.gache@hsbc.fr / philippe.abonneau@hsbc.fr
(C)
Société Générale:
Société Générale
189 rue d’Aubervilliers
75886 PARIS Cedex 18

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France
Attention:    Sebastien Leocadie / Olivier Gueguen
Tel:    +33 (0)1 58 98 29 85 / +33 (0)1 42 13 07 52
Fax:    +33 (0)1 46 92 45 97
Email:
Sebastien.leocadie@sgcib.com / Olivier.gueguen@sgcib.com /
par-oper-fin-smo-ext@sgcib.com
and

Attention:    Alcina Aires / Murielle Bourdon
Tel:    +33 (0)1 58 98 06 85 - +33 (0)1 41 45 96 54
Fax:    +33 (0)1 46 92 45 98
Email:    alcina.aires@sgcib.com / murielle.bourdon@sgcib.com /
par-oper-caf-dmt6@sgcib.com
or, in the case of any Lender that is not an Original Lender, as set forth in the applicable Lender Transfer Certificate or Lender Assignment Agreement, or, in any case, at such other address, facsimile number or electronic mail address as may be designated by such party in a notice to the other parties.
(b)
Any notice:
(i)
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;
(ii)
if transmitted by facsimile, shall be deemed given when transmitted provided it is received in legible form; and
(iii)
subject to paragraph (c) below, if transmitted by electronic mail, shall be deemed given upon acknowledgment of receipt by the recipient in readable form (it being agreed that any electronic mail so acknowledged after 5:00 p.m. in the location of receipt shall be deemed to have been given on the following day).
(c)
Any communication to be made between any two parties under or in connection with this Agreement or any of the other Finance Documents may be made by electronic mail or other electronic means to the extent that those two parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication and if those two parties:
(i)
notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and
(ii)
notify each other of any change to their address or any other such information supplied by them by not less than five (5) Business Days’ notice.

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(d)
Subject to Clause 4.4 ( Form of Conditions Precedent ) and the proviso in Clause 8.1 ( Financial Information, Reports, Notices, etc. ), the Borrower may provide to the Facility Agent all information, documents and other materials that it furnishes to the Facility Agent hereunder, including all notices, requests, financial statements, financial and other reports, certificates and other materials, by transmitting the same to the Facility Agent in an electronic/soft medium in a format acceptable to the Facility Agent, promptly followed by an original thereof (unless the Facility Agent agrees otherwise); provided that any such items requested pursuant to Clause 8.1(j) or (k) shall be in a format acceptable to the Borrower and the Facility Agent and any such items requested pursuant to Clause 8.1(l) shall be in a format acceptable to COFACE.
13.5
Payment of Costs and Expenses
(a)
The Borrower agrees to pay on demand all reasonable and documented fees and expenses of the Finance Parties (including the reasonable and documented fees and out-of-pocket expenses of external counsel to the Finance Parties and of local counsel, if any, who may be retained by counsel to the Finance Parties; provided that the Borrower shall only be required to pay the fees of one collective counsel to the Finance Parties per relevant jurisdiction) in connection with (i) structuring the transactions contemplated hereby and (ii) the negotiation, preparation, review, printing and execution of this Agreement and the other Finance Documents and the completion of the transactions contemplated hereby and thereby, in each case whether or not the transactions contemplated hereby are consummated.
(b)
In addition, the Borrower agrees to pay the following:
(i)
the documented fees and out-of-pocket expenses of the Funding Entity for which the Finance Parties are responsible (directly or through the CDC Funding Agents) under clause 19 ( Frais ) of the Funding Agreement to the extent that they arise as a result of (A) any amendments, waivers, consents, supplements or other modifications to the Funding Agreement as may from time to time hereafter be (I) consented to, or requested, by the Borrower, (II) required to correspond to changes to the Construction Contract or waivers of or amendments to the Finance Documents and/or (III) required due to the occurrence of a Default that is continuing and/or (B) a Default that is continuing; and
(ii)
the documented fees and out-of-pocket expenses of external counsel to the Finance Parties and of local counsel, if any, who may be retained by counsel to the Finance Parties ( provided that, except after acceleration of the Obligations pursuant to Clause 10.3 ( Action if Other Event of Default ), the Borrower shall only be required to pay the fees of one collective counsel to the Finance Parties per relevant jurisdiction) in connection with (A) any amendments, waivers, consents, supplements or other modifications to this Agreement and/or the other Finance Documents as may from time to time hereafter be requested or required, (B) the Finance Parties monitoring the transactions contemplated hereby or preserving their rights under the Finance Documents and (C) the Finance Parties exercising remedies or otherwise enforcing

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their rights under the Finance Documents, in each case whether or not the transactions contemplated hereby are consummated.
(c)
The Borrower further agrees to pay, and to keep the Finance Parties harmless from all liability for, any stamp, recording, documentary or other similar taxes arising from the execution, delivery or enforcement of this Agreement or the borrowing hereunder.
(d)
Without prejudice to paragraph (b) above, the Borrower agrees to reimburse the Finance Parties upon demand for all out-of-pocket expenses incurred by the Finance Parties in connection with (a) the negotiation of any restructuring or “work-out”, whether or not consummated, of any Obligations and (b) the enforcement of any Obligations.
13.6
Indemnification
(a)
The Borrower hereby indemnifies and holds harmless each Finance Party, the Funding Agents and each of their respective Affiliates and their (and their Affiliates’) respective officers, advisors, directors and employees (collectively, the “ Indemnified Parties ”) from and against any and all claims, damages, losses, liabilities, costs and expenses (including fees and disbursements of counsel, which must be reasonable so long as no Event of Default is continuing), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party (including in connection with any investigation, litigation or proceeding or the preparation of a defence in connection therewith), in each case arising out of or in connection with or by reason of this Agreement, the other Finance Documents, the Funding Agreement or the transactions contemplated hereby or thereby or any actual or proposed use of the proceeds of the Loans (collectively, the “ Indemnified Liabilities ”), except (i) 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 wilful misconduct or is a claim, damage, loss, liability or expense which would have been compensated under other provisions of the Finance Documents but for any exclusions applicable thereunder and (ii) with respect to claims, damages, losses, liability or expenses arising solely under the Funds Flow Agreement, to the extent the same are not attributable to the Borrower’s breach of the terms thereof.
(b)
In the case of an investigation, litigation or other proceeding to which the indemnity in this Clause 13.6 ( Indemnification ) 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.
(c)
Each Indemnified Party shall:
(i)
furnish the Borrower with prompt notice of any action, suit or other claim covered by this Clause 13.6 ( Indemnification );

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(ii)
not agree to any settlement or compromise of any such action, suit or claim without the Borrower’s prior consent;
(iii)
cooperate fully in the Borrower’s defence of any such action, suit or other claim ( provided that the Borrower shall reimburse such Indemnified Party for its out-of-pocket expenses incurred pursuant hereto, which must be reasonable so long as no Event of Default is continuing); and
(iv)
at the Borrower’s request, permit the Borrower to assume control of the defence of any such claim, other than regulatory, supervisory or similar investigations, provided that:
(A)
the Borrower acknowledges in writing its obligations to indemnify such Indemnified Party in accordance with the terms herein in connection with such claims;
(B)
the Borrower shall keep such Indemnified Party fully informed with respect to the conduct of the defence of such claim;
(C)
the Borrower shall consult in good faith with such Indemnified Party (from time to time and before taking any material decision) about the conduct of the defence of such claim;
(D)
the Borrower shall conduct the defence of such claim properly and diligently taking into account its own interests and those of such Indemnified Party;
(E)
the Borrower shall employ counsel reasonably acceptable to such Indemnified Party and at the Borrower’s expense; and
(F)
the Borrower shall not enter into a settlement with respect to such claim unless either:
(I)
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 such Indemnified Party and contains a provision unconditionally releasing such 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
(II)
such Indemnified Party provides written consent to such settlement (such consent not to be unreasonably withheld or delayed).
(d)
Notwithstanding the Borrower’s election to assume the defence of an action, suit or other claim pursuant to paragraph (c) above, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such action, suit or claim and the Borrower shall bear the fees, costs and expenses of such separate counsel if:

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(i)
the use of counsel chosen by the Borrower to represent such Indemnified Party would present such counsel with an actual or potential conflict of interest;
(ii)
the actual or potential defendants in, or targets of, any such action include both the Borrower and such Indemnified Party and such Indemnified Party shall have concluded that there may be legal defences 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 defences (in which case the Borrower shall not have the right to assume the defence of such action on such Indemnified Party’s behalf);
(iii)
the Borrower shall not have employed counsel reasonably acceptable to such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of the institution of such action; or
(iv)
the Borrower authorises such Indemnified Party to employ separate counsel at the Borrower’s expense.
(e)
If any sum due from the Borrower under the Finance Documents (a “ Sum ”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “ First Currency ”) in which that Sum is payable into another currency (the “ Second Currency ”) for the purpose of:
(i)
making or filing a claim or proof against the Borrower;
(ii)
obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings;
the Borrower shall as an independent obligation, within three (3) Business Days of demand, indemnify each Indemnified Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that Indemnified Party at the time of its receipt of that Sum.
13.7
Survival
The obligations of the Borrower under Clauses 6.5 ( Increased Loan Costs, etc. ), 6.6 ( Funding Losses ), 6.7 ( Increased Capital Costs ), 6.8 ( Taxes ), 6.9 ( Reserve Costs ), 13.5 ( Payment of Costs and Expenses ) and 13.6 ( Indemnification ) and the obligations of the Lenders under Clause 12.2 ( Indemnity ), shall in each case survive any termination of this Agreement and the payment in full of all Obligations. The representations and warranties made by the Borrower in this Agreement shall survive the execution and delivery of this Agreement.
13.8
Severability

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Any provision of any Finance Document 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 such Finance Document or affecting the validity or enforceability of such provision in any other jurisdiction.
13.9
Execution in Counterparts
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.
13.10
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 by Clause 9.6 ( Consolidation, Merger, etc. ), the Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of the Facility Agent, each Lender, COFACE and (for as long as the Funding Agreement is in effect) the Funding Entity; and
(b)
the rights of sale, assignment and transfer of the Lenders are subject to Clause 13.11 ( Lender Transfers, Assignments and Participations ).
13.11
Lender Transfers, Assignments and Participations
Each Lender may transfer by novation all or any of its rights and obligations under the Finance Documents or assign all or any such rights or sell participations in its portion of the Loan or grant security over its rights under the Finance Documents to one or more other Persons in accordance with this Clause 13.11 ( Lender Transfers, Assignments and Participations ).
(a)
Transfers and Assignments
(i)
Any Lender, upon prior notice to COFACE and with the prior written consent of the Funding Entity (if the Funding Agreement is then in effect and if the transferee or assignee requires the benefit thereof), Natixis DAI (if the Loan is accruing interest at the Fixed Rate) and the Borrower (the consent of the Borrower not to be unreasonably withheld or delayed), may at any time (and from time to time) transfer by novation all or any of its rights and obligations under the Finance Documents or assign all or any of its rights under the Finance Documents to any Person (including COFACE and any financial institution presented to the Lenders by the Borrower, which shall be subject to the approval of the Lenders (acting reasonably) and, if the Funding Agreement is then in effect, the Funding Entity) (any such transferee or assignee, as the case may be, a “ New Lender ”); provided that any New Lender (other than COFACE) shall, if the Fixed Rate applies, be eligible to benefit from the CIRR stabilisation.
(ii)
Notwithstanding clause (i) above, the consent of the Borrower shall not be required:

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(A)
in the case of any transfer or assignment to COFACE, any other existing Lender or any Affiliate of any Lender ( provided that, for a transfer or assignment to an Affiliate of any Lender occurring prior to the Disbursement Date, at least three (3) Business Days’ prior written notice shall be given to the Borrower); and/or
(B)
for any transfer or assignment during the continuation of an Event of Default under Clauses 10.1(a) ( Non Payment ); 101.(d)(i) ( Default on other Indebtedness ) and 10.1(e) ( Bankruptcy, Insolvency, etc. ).
(iii)
The consent of the Borrower to a transfer or assignment shall be deemed to be given in the absence of a written notice delivered by the Borrower to the Facility Agent, on or before the fifth (5 th ) 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.
(iv)
Notwithstanding the foregoing, the Borrower hereby expressly consents to the transfer or assignment to Natixis of up to ten per cent. (10%) of the Commitments as at the date of this Agreement.
(v)
Any transfer or assignment by a Lender under this paragraph (a) (other than a transfer or assignment to COFACE and/or where a Default is continuing and/or where the transfer or assignment is at the Borrower’s request) shall not result in an increase of the Borrower’s obligations under Clauses 6.5 ( Increased Loan Costs, etc. ), 6.6 ( Funding Losses ), 6.7 ( Increased Capital Costs ), 6.8 ( Taxes ) and 6.9 ( Reserve Costs ) or any other additional costs to the Borrower which the Borrower would not have been obligated to pay to the transferring or assigning Lender had the transfer or assignment (as the case may be) not occurred.
(b)
Procedure for Transfer or Assignment
(i)
The Borrower and the Facility Agent shall be entitled to continue to deal solely and directly with the existing Lender in connection with the interests to be transferred or assigned to a New Lender until (i) such New Lender and the transferring/assigning Lender shall have executed and delivered to the Facility Agent a duly completed Lender Transfer Certificate or Lender Assignment Agreement, as applicable, (ii) the Facility Agent shall have executed such Lender Transfer Certificate or Lender Assignment Agreement, as applicable, and (iii) the processing fee described in clause (viii) below shall have been paid.
(ii)
Subject to:
(A)
the Facility Agent performing all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the New Lender; and

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(B)
the Facility Agent (after consultation with the Funding Entity (if the Funding Agreement is then in effect) and upon the Lenders’ instructions) being satisfied if the Funding Agreement is then in effect that the security in favour of the Funding Entity under the Funding Agreement will not be adversely affected by the proposed transfer/assignment and confirming that, simultaneously with the transfer/assignment:
(I)
the New Lender will have rights and/or obligations, as the case may be, of a borrower under the Funding Agreement equal in proportion to the rights and/or obligations hereunder being transferred or assigned to the New Lender; and
(II)
the New Lender’s rights under the Finance Documents and the COFACE Insurance Policy will be delegated, pledged or assigned, as applicable, in favour of the Funding Entity to the same extent as the Existing Lender’s rights thereunder immediately prior to such transfer/assignment,
the Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Lender Transfer Certificate or Lender Assignment Agreement appearing on its face to comply with the terms of this Agreement, execute that Lender Transfer Certificate or Lender Assignment Agreement, as applicable, and promptly thereafter provide a copy thereof to the Borrower.
(iii)
For as long as the Funding Agreement is in effect, any transfer or assignment under this Clause 13.11 ( Lender Transfers, Assignments and Participations ) shall not be effective unless (A) the New Lender shall have rights and/or obligations, as the case may be, of a borrower under the Funding Agreement equal in proportion to the rights and/or obligations hereunder being transferred or assigned to the New Lender and (B) the New Lender’s rights under the Finance Documents and the COFACE Insurance Policy shall have been delegated, pledged or assigned, as applicable, in favour of the Funding Entity to the same extent as the Existing Lender’s rights thereunder immediately prior to such transfer/assignment. In addition, any transfer or assignment under paragraph (a)(iv) above shall not be effective unless Natixis is named as a co-insured under the COFACE Insurance Policy.
(iv)
Any transfers or assignment must be in a minimum aggregate amount of fifteen million Euros (EUR 15,000,000) (or, if less, all of the existing Lender’s Commitment or portion of the Loan, as applicable).
(v)
From and after the date that the Facility Agent executes the Lender Transfer Certificate or Lender Assignment Agreement, as applicable, (A) the New Lender thereunder shall be deemed automatically to have become a party hereto and, to the extent that rights and/or obligations hereunder have been transferred or assigned to such New Lender in connection with such Lender Transfer Certificate or Lender Assignment Agreement, shall have the rights and/or obligations, as the case may be,

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of a Lender hereunder and under the other Finance Documents, and (B) the transferring/assigning Lender, to the extent that rights and/or obligations hereunder have been transferred or assigned by it, shall be released from its obligations hereunder and under the other Finance Documents.
(vi)
Except to the extent resulting from a change in law occurring after the date of a transfer or assignment (as the case may be), in no event shall the Borrower be required to pay to any New Lender any amount under Clauses 6.5 ( Increased Loan Costs, etc. ), 6.6 ( Funding Losses ), 6.7 ( Increased Capital Costs ), 6.8 ( Taxes ) or 6.9 ( Reserve Costs ) that is greater than the amount which it would have been required to pay had no such transfer or assignment been made.
(vii)
Each New Lender, by executing the relevant Lender Transfer Certificate or Lender Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the Transfer Date and that it is bound by that decision to the same extent as the existing Lender would have been had it remained a Lender.
(viii)
Any transferring/assigning Lender or the relevant New Lender must pay a processing fee to the Facility Agent upon delivery of any Lender Transfer Certificate or Lender Assignment Agreement in the amount of two thousand Euros (EUR 2,000) (and shall also reimburse the Facility Agent for any reasonable out-of-pocket costs, including reasonable attorneys’ fees and expenses, incurred in connection with the assignment, unless a Default is continuing, in which case the Borrower shall be liable for such costs, fees and expenses). Natixis shall not be required to pay any such processing fee or costs, fees or expenses in connection with a transfer or assignment made pursuant to paragraph (a)(iv) above.
(c)
Limitation on Responsibility of Existing Lenders
(i)
Unless expressly agreed to the contrary, an existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(A)
the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;
(B)
the financial condition of the Borrower;
(C)
the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or
(D)
the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,
and any representations or warranties implied by law are excluded.

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(ii)
Each New Lender confirms to the relevant existing Lender and the other Finance Parties that it:
(A)
has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the existing Lender in connection with any Finance Document; and
(B)
will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(iii)
Nothing in any Finance Document obliges any existing Lender to:
(A)
accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 13.11 ( Lender Transfers, Assignments and Participations ); or
(B)
support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.
(d)
Participations
Any Lender may at any time sell to one or more commercial banks or other financial institutions participating interests in its portion of the Loan without informing, consulting with or obtaining the consent of any other party to the Finance Documents; provided that:
(i)
no participation contemplated in this paragraph (d) shall relieve such Lender from its obligations hereunder;
(ii)
such Lender shall remain solely responsible for the performance of its obligations hereunder;
(iii)
the Borrower and the Facility 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 Finance Documents; and
(iv)
the Borrower shall not be required to pay any amount under Clauses 6.5 ( Increased Loan Costs, etc. ), 6.6 ( Funding Losses ), 6.7 ( Increased Capital Costs ), 6.8 ( Taxes ) or 6.9 ( Reserve Costs ) that is greater than the amount which it would have been required to pay had no participating interest been sold.
(e)
Lender Screen

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The Facility Agent shall maintain in its internal data system an electronic file (the “ Lender Screen ”) identifying, at any time, (i) the then current Lenders, (ii) each such Lender’s then current Commitments or participations in the Loan, as the case may be, (iii) after the Disbursement Date, the amount of the then outstanding Loan owed to each such Lender and (iv) if applicable, the fact that such Lender acquired or sold its Commitments or participations in the Loan, as the case may be, pursuant to a Lender Transfer Certificate or Lender Assignment Agreement. The entries on the Lender Screen shall be conclusive, absent manifest error. Upon reasonable prior notice, the Facility Agent shall make a screen-shot of the Lender Screen available to the Borrower and/or any Finance Party.
(f)
Security Over Lenders’ rights
(i)
In addition to the other rights provided to Lenders under this Clause 13.11 ( Lender Transfers, Assignments and Participations ), each Lender may at any time charge, assign or otherwise create security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender, including:
(A)
any charge, assignment or other security to secure obligations to its federal reserve or central bank;
(B)
upon at least three (3) Business Days’ prior written notice to the Borrower, any charge, assignment or other security to secure obligations of that Lender for the benefit of any of its Affiliates;
(C)
any delegation, pledge or assignment in favour of the Funding Entity in connection with the Funding Agreement; and
(D)
in the case of any Lender which is a fund, any charge, assignment or other security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,
provided that any such charge, assignment or security shall:
(I)
be made only with the Borrower’s prior written consent (such consent not to be unreasonably withheld or delayed), except if it is made pursuant to clause (A), (B) or (C) above in which case no such consent shall be required;
(II)
not release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or other security for the Lender as a party to any of the Finance Documents; and
(III)
not require any payments to be made by the Borrower or grant to any Person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.

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(ii)
Notwithstanding anything to the contrary herein, upon enforcement by the Funding Entity of any delegation, pledge or assignment described in clause (i)(C) above in accordance with its terms, all rights of the relevant Lender under the Finance Documents which are subject to that delegation, pledge or assignment (as applicable) shall be transferred ipso jure to the Funding Entity which shall become the direct beneficiary of the same without the need for any formality (including, for the avoidance of doubt, without the need to comply with the procedures provided in paragraph (a) or (b) above).
(iii)
Any Lender charging, assigning or otherwise creating security in or over any of its rights under the Finance Documents pursuant to this paragraph (f) or the relevant chargee, assignee or secured party (as applicable), other than the Funding Entity, shall reimburse the Facility Agent for any reasonable out-of-pocket costs, including reasonable attorneys’ fees and expenses, incurred in connection with the relevant charge, assignment or other security.
(g)
Borrower’s Lender Replacement Rights
In respect of any Lender (an “ affected Lender ”), if the Commitments of such affected Lender become cancellable pursuant to Clause 2.5 ( Cancellation due to Lender Illegality ) or the Borrower is at any time required or entitled to cancel any Commitments of the affected Lender pursuant to Clause 6.12 ( Cancellation of Commitment or Prepayment of Affected Lender ) or prepay the affected Lender’s participation in the Loan pursuant to Clause 11.1(k) ( Funding Agreement ), Clause 11.1(m) ( Illegality for Lenders ) or Clause 11.1(n) ( Illegality for the Funding Entity ), the Borrower shall be entitled:
(i)
in the case of any such cancellation of Commitments, within thirty (30) days of receiving notice of the relevant underlying event (which shall be at least thirty (30) days prior to the Scheduled Delivery Date or, if the requirement to cancel is due to an illegality, such shorter period as is required by law); and
(ii)
in the case of any such prepayment, within thirty (30) days of receiving notice of the relevant underlying event or, if the requirement to prepay is due to an illegality, such shorter period as is required by law,
and (so long as no Default has occurred and is continuing) without liability for the Borrower for any premium or penalties but subject to any liability for Funding Losses to the extent provided for in Clause 6.6 ( Funding Losses ), to request that the affected Lender shall, and the affected Lender shall, use reasonable efforts (consistent with its internal policies and legal and regulatory restrictions and the terms of the Funding Agreement (if it then maintains a Funded Loan Portion), the COFACE Insurance Policy and (if the Fixed Rate applies) the arrangements with Natixis DAI relating to the CIRR) to:
(I)
with the Funding Entity’s approval and, if no Default has occurred and is continuing, in consultation with the Borrower, replace itself with one or more Affiliates and/or one or more other financial institutions (including any financial institution(s)

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presented to the Lenders by the Borrower, which must have a minimum rating of at least A- by Standard & Poor’s and/or A3 by Moody’s and must be approved by the Funding Entity); or
(II)
transfer its Commitment and its rights and obligations under this Agreement, the other Finance Documents, the COFACE Insurance Policy and (if it then maintains a Funded Loan Portion) the Funding Agreement to one or more unaffected Lenders,
in each case in accordance with the terms of this Agreement and provided that such efforts would avoid such cancellation or prepayment and would not, in the reasonable judgment of the affected Lender, be prejudicial or otherwise disadvantageous to the affected Lender and/or its Affiliates.
This paragraph (g) is without prejudice to the Lenders’ obligations under Clause 13.3 ( Mitigation, Borrower Challenges, etc. ).
13.12
Other Transactions
Nothing contained herein shall preclude the Facility Agent or any other Finance Party from engaging in any transaction, in addition to those contemplated by this Agreement or any other Finance 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.
13.13
COFACE Premium
(a)
The Borrower shall exclusively bear the cost of the COFACE Premium. The Borrower shall pay the COFACE Premium to the Facility Agent (for the account of COFACE) with the proceeds of the disbursement of the Loan as specified in the Drawing Request.
(b)
Subject to paragraphs (c) and (d) below, the COFACE Premium shall be in an aggregate amount of two point three five per cent. (2.35%) of the aggregate of the amounts made available under the Facility as described in Clause 2.2(a)(i)(A) to (D). The estimated maximum amount of the COFACE Premium as of the date of this Agreement is set out in Clause 2.2(a)(ii).
(c)
The Borrower acknowledges that the maximum amount of the COFACE Premium set out in Clause 2.2(a)(ii) is based on the Maximum Loan Amount and the Final Maturity Date, and that the actual amount of the COFACE Premium will be equal to two point three five per cent. (2.35%) of the portion of the Loan which is actually borrowed by the Borrower in respect of the items listed in Clause 2.2(a)(i)(A) to (D). The Borrower shall make payment of the actual amount of the COFACE Premium notwithstanding that such actual amount may be different from the estimated maximum amount set out in Clause 2.2(a)(ii).
(d)
If the Longstop Date is extended by agreement between the Borrower and the Lenders, the COFACE Premium may be redetermined by COFACE and notified to the Borrower by the

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Facility Agent, and any increase thereof shall be promptly paid by the Borrower to the Facility Agent with the Borrower’s own funds.
(e)
Notwithstanding the above, a minimum premium being, as of the date of this Agreement, in an amount of one thousand five hundred and fifteen Euros (EUR 1,515) shall be paid to COFACE by the Borrower in respect of the COFACE Insurance Policy upon the execution of the COFACE Insurance Policy. Such amount shall remain the property of COFACE and is accordingly payable by the Borrower to COFACE in any event.
(f)
The Borrower acknowledges that the obligation to pay one hundred per cent. (100%) of the COFACE Premium out of, and subject to, the Disbursement (subject to paragraph (d) above) and to pay all other duly documented costs of COFACE incurred in connection with the COFACE Insurance Policy at the times required under the foregoing paragraphs of this Clause 13.13 ( COFACE Premium ) is absolute and unconditional.
(g)
If, following the Disbursement Date, the Borrower:
(i)
voluntarily prepays all or part of the Loan, COFACE will refund to the Facility Agent, for the account of the Lenders and ultimately the Borrower, eighty per cent. (80%) of the unexpired COFACE Premium, calculated in accordance with the following formula:
R = P x (1 – (1 / (1+2.35%)) x (N / (12 * 365)) x 80%
where:
R ” means the amount of the refund;
P ” means the amount of the prepayment;
N ” means the number of days between the effective prepayment date and the Final Maturity Date; and
P x (1 – (1 / (1+2.35%)) corresponds to the share of the financed COFACE Premium corresponding to P; and
(ii)
prepays all or part of the Loan for any reason other than a voluntary prepayment, the Facility Agent shall promptly request that COFACE refund to the Facility Agent, for the account of the Lenders and ultimately the Borrower, eighty per cent. (80%) of the unexpired COFACE Premium, calculated in accordance with the formula set out in clause (i) above,
and in any such case, upon the Facility Agent’s receipt of any such reimbursement from COFACE, the full amount of such reimbursement shall be repaid by the Facility Agent to the Borrower. For the avoidance of doubt, should the Facility Agent not receive any such reimbursement from COFACE, it shall have no payment obligations towards the Borrower. However, the Facility Agent shall duly demand the payment of such reimbursement from

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COFACE in each case in which the right to such reimbursement arises under this paragraph (g).
(h)
Subject only to paragraph (g) above, the COFACE Premium is not refundable to the Borrower for any reason whatsoever and the portion of the Loan made for purposes of financing the COFACE Premium shall be repaid in full by the Borrower in accordance with the terms hereof.
13.14
Law and Jurisdiction
(a)
Governing Law
This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall in all respects be governed by and construed in accordance with English law.
(b)
Jurisdiction
For the exclusive benefit of the Finance Parties, the parties to this Agreement irrevocably agree that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and, for such purposes, each party hereto irrevocably submits to the jurisdiction of such courts. The Borrower irrevocably waives any objection which it may now or in the future have to the laying of the venue of any proceedings in any court referred to in this Clause 13.14 ( Law and Jurisdiction ), and any claim that those proceedings have been brought in an inconvenient or inappropriate forum.
(c)
Alternative Jurisdiction
Nothing contained in this Clause 13.14 ( Law and Jurisdiction ) shall limit the rights of the Finance Parties to commence any proceedings against the Borrower in any other court of competent jurisdiction, nor shall the commencement of any proceedings against the Borrower in one or more jurisdictions preclude the commencement of any proceedings in any other jurisdiction, whether concurrently or not.
(d)
Service of Process
Without prejudice to the rights of the Finance Parties to use any other method of service permitted by law, the Borrower irrevocably agrees that any writ, notice, judgment or other legal process shall be sufficiently served on it if addressed to it and left at or sent by post to RCL Cruises Ltd., presently at Building 3, The Heights – Brooklands, Weybrige, Surrey KT13 0NY, England, Attention: General Counsel, and in any such event the Borrower shall be conclusively deemed to have been served at the time of leaving or, if posted, at 9:00 a.m. on the third (3 rd ) Business Day after posting by prepaid first class registered post. If the appointment of the Person mentioned in this paragraph (d) ceases to be effective in respect of the Borrower, the Borrower shall immediately notify the Facility Agent and appoint a

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further Person in England to accept service of process on its behalf in England and, failing such appointment within fifteen (15) days, the Facility Agent shall be entitled, at the cost of the Borrower, to appoint such Person by notice to the Borrower.
(e)
Waiver of Immunity
To the extent that the Borrower may in any jurisdiction claim for itself or its assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself, its assets or revenues such immunity (whether or not claimed), the Borrower irrevocably agrees not to claim, and irrevocably waives, such immunity to the full extent permitted by the laws of such jurisdiction.
13.15
Confidentiality
(a)
Each party hereto (a “ first party ”) agrees to maintain the confidentiality of all non-public information provided to it by any other party hereto (a “ second party ”), and the first party shall not use any such information other than in connection with or in enforcement of this Agreement or in connection with other business now or hereafter existing or contemplated with the second party, except to the extent such information (a) was or becomes generally available to the public other than as a result of disclosure by the first party or its directors, officers, employees and agents or (b) was or becomes available on a non-confidential basis from a source other than the second party so long as such source is not, to its knowledge, prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the second party; provided , however , that the first party may disclose such information without consulting with or obtaining the consent of any other party hereto:
(i)
at the request or pursuant to any requirement of any self-regulatory body, governmental, banking or taxation body, agency or official to which the first party is subject or in connection with an examination of the first party by any such authority, body, agency or official, including the Republic of France and any French Authority;
(ii)
pursuant to subpoena or other court process;
(iii)
when required to do so in accordance with the provisions of any applicable requirement of law or the rules of any relevant stock exchange;
(iv)
to the extent required in connection with any litigation, arbitration, administrative or other investigations, proceedings or disputes to which it may be party;
(v)
to rating agencies, auditors, insurance and reinsurance brokers, insurers and reinsurers;
(vi)
to the extent reasonably required in connection with the exercise of any remedy hereunder;

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(vii)
to its independent auditors, counsel, and any other professional advisors who are advised of the confidentiality of such information;
(viii)
to any potential participant or transferee/assignee or any Affiliate thereof or any Person who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any related participation or transfer/assignment, provided that such Person agrees to keep such information confidential to the same extent required of the first party hereunder;
(ix)
to any Person to whom or for whose benefit any Lender charges, assigns or otherwise creates security (or may do so) pursuant to Clause 13.11(f) ( Security Over Lenders’ Rights );
(x)
in accordance with paragraph (b) below;
(xi)
as expressly permitted under the terms of any other document or agreement regarding confidentiality to which the second party or any of its Subsidiaries is party with the first party;
(xii)
to its Affiliates and its Affiliates’ directors, officers, employees, professional advisors and agents, provided that each such Affiliate, director, officer, employee, professional advisor or agent shall keep such information confidential to the same extent required of the first party hereunder;
(xiii)
to any other party to this Agreement;
(xiv)
to the Funding Agents and the Funding Entity;
(xv)
to the French Authorities and any Person to whom information is required or requested to be disclosed by the French Authorities; and
(xvi)
with the consent of the applicable second party.
(b)
(i)    Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or the Borrower the following information:
(A)
the Borrower’s name;
(B)
the Borrower’s country of domicile;
(C)
the Borrower’s place of incorporation;
(D)
the date of this Agreement;

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(E)
the names of the Facility Agent, each Mandated Lead Arranger and the Documentation Bank;
(F)
the date of each amendment and/or restatement of this Agreement;
(G)
the amount of the total Commitments;
(H)
the currency of the Facility;
(I)
the type of the Facility;
(J)
the ranking of the Facility;
(K)
the Longstop Date and Final Maturity Date for the Facility;
(L)
changes to any of the information previously supplied pursuant to clauses (A) to (K) above; and
(M)
such other information agreed between such Finance Party and the Borrower,
to enable such numbering service provider to provide its usual syndicated loan numbering identification services.
(ii)
The parties hereto acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or the Borrower by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.
(iii)
The Borrower represents that none of the information set out in clause (i)(A) to (M) above is, nor will it at any time be, unpublished price-sensitive information.
(iv)
The Facility Agent shall notify the Borrower and the other Finance Parties of:
(A)
the name of any numbering service provider appointed by the Facility Agent in respect of this Agreement, the Facility and/or the Borrower; and
(B)
the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or the Borrower by such numbering service provider.
(c)
Each of the parties hereto shall be responsible for any breach of this Clause 13.15 ( Confidentiality ) by any of its directors, officers or employees operating within the scope of his/her professional duties.



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Schedule A

The Original Lenders and Commitments

Original Lender
Commitment (EUR)
Percentage
BNP Paribas
297,408,630
33⅓%
HSBC France
297,408,630
33⅓%
Société Générale
297,408,630
33⅓%




Schedule A-1



Schedule B

Repayment Schedule
Repayment Date
Loan Repayment Amount
(EUR)
Loan Principal Outstanding
(EUR)
29-Apr-16
 
713,780,712
29-Oct-16
29,740,863
684,039,849
29-Apr-17
29,740,863
654,298,986
29-Oct-17
29,740,863
624,558,123
29-Apr-18
29,740,863
594,817,260
29-Oct-18
29,740,863
565,076,397
29-Apr-19
29,740,863
535,335,534
29-Oct-19
29,740,863
505,594,671
29-Apr-20
29,740,863
475,853,808
29-Oct-20
29,740,863
446,112,945
29-Apr-21
29,740,863
416,372,082
29-Oct-21
29,740,863
386,631,219
29-Apr-22
29,740,863
356,890,356
29-Oct-22
29,740,863
327,149,493
29-Apr-23
29,740,863
297,408,630
29-Oct-23
29,740,863
267,667,767
29-Apr-24
29,740,863
237,926,904
29-Oct-24
29,740,863
208,186,041
29-Apr-25
29,740,863
178,445,178
29-Oct-25
29,740,863
148,704,315
29-Apr-26
29,740,863
118,963,452
29-Oct-26
29,740,863
89,222,589
29-Apr-27
29,740,863
59,481,726
29-Oct-27
29,740,863
29,740,863
29-Apr-28
29,740,863
-
 
 
 
Total
713 780 712
 



Schedule B-1



Schedule C

Form of Drawing Request
DRAWING REQUEST
From:    Royal Caribbean Cruises Ltd. (the “ Borrower ”)
To:    Société Générale, as Facility Agent (on behalf of the Lenders)
Date:     [ ]
Re: Facility Agreement for Hull No. A34 (the “Purchased Vessel”)
Dear Sirs,
We refer to the facility agreement dated 9 July 2013 (as amended from time to time, the “ Facility Agreement ”) and made between the Borrower, Société Générale as Facility Agent, BNP Paribas as Documentation Bank, BNP Paribas, HSBC France and Société Générale as Mandated Lead Arrangers and the Lenders that are parties thereto in respect of the Purchased Vessel. Capitalised terms defined in the Facility Agreement have the same meanings herein.
1.    We refer to the Facility Agreement. This is the Drawing Request.
2.    We wish to borrow the Loan on the following terms:
Proposed Disbursement Date/Effective Delivery Date:
[●] (or, if that is not a TARGET Day, the next TARGET Day);
Currency:
Euros;
Interest rate:
[Fixed][Floating] Rate; and
Amount:
EUR [●], being the aggregate of:
(a)
[●] (the “ Builder Portion ”), which is the aggregate of:
(i)
[●] in respect of the Initial Basic Cash Contract Price;
(ii)
[●] in respect of the Non-Exercise Premium; and
(iii)
[●] in respect of Change Orders (other than Borrower-Paid Change Orders) effected in accordance with the terms of the Construction Contract;
(b)
[●] (the “ Borrower Portion ”), which is the aggregate of:


 
Schedule C- 1
 



(i)
[●] in respect of Borrower-Paid Change Orders; and
(ii)
[●] in respect of the NYC Allowance; and
(c)
[●] (the “ COFACE Premium Portion ”) in respect of the payment of the COFACE Premium to the Facility Agent for the account of COFACE.
3.    The proceeds of the Loan shall be credited as follows:
(a)
the Builder Portion shall be paid directly to the Builder, in accordance with clause 2.2(a)(i)(A), (B) and (C)(I) of the Facility Agreement, at the following account:
[Builder’s account details];
(b)
the Borrower Portion shall be paid to the Borrower, in accordance with clause 2.2(a)(i)(C)(II) and (D) of the Facility Agreement, at the following account:
[Borrower’s account details]; and
(c)
the COFACE Premium Portion shall be paid to the Facility Agent for the account of COFACE, in accordance with clause 2.2(a)(ii) and clause 13.13 ( COFACE Premium ) of the Facility Agreement, at the following account:
[Facility Agent’s account details],
and such payments shall be deemed for all purposes as the Loan having been made to the Borrower.
4.    We confirm that, as of the date of this Drawing Request and on the Disbursement Date:
(a)
each of the representations and warranties set forth in clause 7 ( Representations and Warranties ) (other than clause 7.10(b) ( Obligations rank pari passu; Liens ), clause 7.11 ( Withholding, etc. ) and clause 7.17 ( Construction Contract ) of the Facility Agreement remains true and correct by reference to the facts and circumstances now existing;
(b)
no Default, Event of Default or Mandatory Prepayment Event, and no event which (with the expiry of a grace period, the giving of notice or both) will become a Mandatory Prepayment Event, has occurred and is continuing or is reasonably likely to occur upon the disbursement of the Loan;
(c)
the Construction Contract has not been suspended, repudiated, invalidated, terminated or cancelled (in whole or in part) and is otherwise in full force and effect;
(d)
at least twenty per cent. (20%) of the Cash Contract Price (inclusive of the Initial Basic Cash Contract Price, [the Non-Exercise Premium,] all Change Orders

Schedule C-2
 
 
 



(including Borrower-Paid Change Orders) and the aggregate utilised NYC Allowance) has been paid by the Borrower to the Builder in accordance with the terms of the Construction Contract;
(e)
the Borrower has paid an amount equal to the Borrower Portion to the Builder for (i) Borrower-Paid Change Orders in accordance with the second sentence of article V(6) of the Construction Contract and (ii) the utilised NYC Allowance in accordance with article II(3A) and appendix C of the Construction Contract;
(f)
the Non-Yard Costs have been properly supplied, installed and completed, as applicable, in accordance with the terms of the Construction Contract;
(g)
no Lien, other than the Mortgage, is recorded over the Purchased Vessel, and
(h)
[the drawing request under the USD Facility Agreement has been duly delivered to the USD Facility Agent and a copy of such drawing request is attached to this Drawing Request.] (2)
5.
Attached to this Drawing Request is the evidence establishing the average rate of currency hedges entered into by the Borrower for payment in Dollars of the Non-Yard Costs.
6.
This Drawing Request is irrevocable (except by operation of clause 2.6 ( Delayed Delivery ) of the Facility Agreement, which shall not affect any election [herein][in the initial Drawing Request] of the interest rate applicable to the Loan).
7.
This Drawing Request is governed by, and shall be construed in accordance with, English law.

Yours faithfully,
ROYAL CARIBBEAN CRUISES LTD.
By: _________________________
Name:
Title:



(2) To be deleted if the USD Facility has been cancelled in full pursuant to clause 2.4 ( Voluntary Cancellation ), 2.5 ( Cancellation due to Lender Illegality ) or 2.7 ( Automatic Cancellation ) of the USD Facility Agreement.

Schedule C-3
 
 
 




Schedule D

Form of Lender Transfer Certificate

To:    Société Générale, as Facility Agent (the “ Facility Agent ”)
    
Cc:
Royal Caribbean Cruises Ltd., as Borrower (the “ Borrower ”)

From:
[ Existing Lender ] (the “ Existing Lender ”) and [ New Lender ] (the “ New Lender ”)

Dated:    [●]

Royal Caribbean Cruises Ltd. – Facility Agreement for Hull No. A34

1.
We refer to the facility agreement dated 9 July 2013 (as amended from time to time, the “ Facility Agreement ”) and made between the Borrower, the Facility Agent, BNP Paribas as Documentation Bank, BNP Paribas, HSBC France and Société Générale as Mandated Lead Arrangers and the Lenders that are parties thereto. Capitalised terms defined in the Facility Agreement have the same meanings herein.
2.
This is a Lender Transfer Certificate.
3.
We refer to clause 13.11 ( Loan Transfers, Assignments and Participations ) of the Facility Agreement and agree that:
(a)
the Existing Lender transfers to the New Lender by novation, and in accordance with clause 13.11 ( Loan Transfers, Assignments and Participations ) of the Facility Agreement, all of the Existing Lender’s rights and obligations under the Facility Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment(s) and participation(s) in the Loan under the Facility Agreement as specified in the Schedule attached hereto;
(b)
the proposed Transfer Date is [●]; and
(c)
the Lending Office and address, fax number and attention details for notices of the New Lender for the purposes of clause 13.4(a) ( Notices ) of the Facility Agreement are set out in the Schedule attached hereto.
4.
The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in clause 13.11(c) ( Limitation on Responsibility of Existing Lenders ) of the Facility Agreement [and confirms that it is eligible to benefit from the CIRR stabilisation] (3) .

(3) Only if the Fixed Rate applies

Schedule D- 1



5.
This Lender Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Lender Transfer Certificate.
6.
This Lender Transfer Certificate and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.
7.
This Lender Transfer Certificate has been entered into on the date stated at the beginning of this Lender Transfer Certificate.

Schedule D-2
 
 
 



THE SCHEDULE

Rights and obligations to be transferred


[ insert relevant details regarding the Commitments/Loan ]

[ Lending Office address, fax number and attention details for notices and account details for payments ]


[Existing Lender]                        [New Lender]

By: _______________________                By: _______________________
Name:                                Name:


This Lender Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [●].


Société Générale, as Facility Agent

By: _______________________
Name:




Schedule D-3
 
 
 




Schedule E

Form of Lender Assignment Agreement

To:    Société Générale, as Facility Agent (the “ Facility Agent ”)
    
Cc:
Royal Caribbean Cruises Ltd., as Borrower (the “ Borrower ”)

From:
[ Existing Lender ] (the “ Existing Lender ”) and [ New Lender ] (the “ New Lender ”)

Dated:    [●]

Royal Caribbean Cruises Ltd. – Facility Agreement for Hull No. A34

1.
We refer to the facility agreement dated 9 July 2013 (as amended from time to time, the “ Facility Agreement ”) and made between the Borrower, the Facility Agent, BNP Paribas as Documentation Bank, BNP Paribas, HSBC France and Société Générale as Mandated Lead Arrangers and the Lenders that are parties thereto. Capitalised terms defined in the Facility Agreement have the same meanings herein.
2.
This is a Lender Assignment Agreement.
3.
We refer to clause 13.11 ( Loan Transfers, Assignments and Participations ) of the Facility Agreement and agree that:
(a)
the Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facility Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment(s) and participation(s) in the Loan under the Facility Agreement as specified in the Schedule attached hereto;
(b)
the Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitments and participations in the Loan under the Facility Agreement specified in the Schedule attached hereto; and
(c)
the New Lender becomes a party to the Finance Documents as a Lender under the Facility Agreement and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.
4.    The proposed Transfer Date is [●].
5.
On the Transfer Date, the New Lender becomes a party to the Finance Documents as a Lender under the Facility Agreement.

Schedule E- 1


6.
The Lending Office and address, fax number and attention details for notices of the New Lender for the purposes of clause 13.4(a) ( Notices ) of the Facility Agreement are set out in the Schedule attached hereto.
7.
The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in clause 13.11(c) ( Limitation on Responsibility of Existing Lenders ) of the Facility Agreement [and confirms that it is eligible to benefit from the CIRR stabilisation] (4) .
8.
This Lender Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with clause 13.11 ( Loan Transfers, Assignments and Participations ) of the Facility Agreement, the Borrower of the assignment referred to in this Lender Assignment Agreement.

9.
This Lender Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Lender Assignment Agreement.

10.
This Lender Assignment Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

11.
This Lender Assignment Agreement has been entered into on the date stated at the beginning of this Lender Assignment Agreement.






















(4) Only if the Fixed Rate applies.

Schedule E-2
 
 
 



THE SCHEDULE

Rights to be assigned and obligations to be released and undertaken


[ insert relevant details regarding the Commitments/Loan ]

[ Lending Office address, fax number and attention details for notices and account details for payments ]


[Existing Lender]                        [New Lender]

By: _______________________                By: _______________________
Name:                                Name:


This Lender Assignment Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as [●].

Signature of this Lender Assignment Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.


Société Générale, as Facility Agent

By: _______________________
Name:



Schedule E-3
 
 
 




SIGNATURE PAGE (1 OF 2)
FACILITY AGREEMENT
(Hull No. A34)

This Agreement has been signed on the date set forth at the beginning of this Agreement.

The Borrower
ROYAL CARIBBEAN CRUISES LTD.
By: _________________________
Name:
Title:

The Facility Agent
SOCIÉTÉ GÉNÉRALE
By: _________________________
Name:
Title:

The Documentation Bank
BNP PARIBAS
By: _________________________
Name:
Title:


 
 
 




SIGNATURE PAGE (2 OF 2)
FACILITY AGREEMENT
(Hull No. A34)

The Mandated Lead Arrangers
BNP PARIBAS
By: _________________________
Name:
Title:
HSBC FRANCE
By: _________________________
Name:
Title:
SOCIÉTÉ GÉNÉRALE
By: _________________________
Name:
Title:

The Original Lenders
BNP PARIBAS
By: _________________________
Name:
Title:
HSBC FRANCE
By: _________________________
Name:
Title:
SOCIÉTÉ GÉNÉRALE
By: _________________________
Name:
Title:


 
 
 




SIGNATURE PAGE (1 OF 2)
AMENDMENT AND RESTATEMENT AGREEMENT TO THE FACILITY AGREEMENT DATED 9 JULY 2013, AS AMENDED AND RESTATED ON 15 APRIL 2014
(Hull No. A34)
This Agreement has been signed on the date set forth at the beginning of this Agreement.
The Borrower
ROYAL CARIBBEAN CRUISES LTD.
By: /s/ Antje M. Gibson
Name: Antje M. Gibson
Title: Vice President & Treasurer
The Facility Agent
SOCIÉTÉ GÉNÉRALE
By: /s/ Isabelle Seneca            By: /s/ Agnes Deschenes-Voirin
Name: Isabelle Seneca            Name: Agnes Deschenes-Voirin
Title: Director Export Finance        Title: Director Export Finance
The Mandated Lead Arrangers
BNP PARIBAS
By: /s/ Didier Lietaer                By: /s/ Loïc Le Saché
Name: Didier Lietaer                Name: Loïc Le Saché
Title: Export Finance, Global Head of     Title: Head of Specialized Export Finance
Origination Desks
HSBC FRANCE
By: /s/ Fatima Bao                By: /s/ Julie Bellais
Name: Fatima Bao                Name: Julie Bellais
Title: Deputy Head of Transaction
Management Unit
SOCIÉTÉ GÉNÉRALE
By: /s/ Isabelle Seneca            By: /s/ Agnes Deschenes-Voirin
Name: Isabelle Seneca            Name: Agnes Deschenes-Voirin
Title: Director Export Finance        Title: Director Export Finance


 
 
 




SIGNATURE PAGE (2 OF 2)

AMENDMENT AND RESTATEMENT AGREEMENT TO THE FACILITY AGREEMENT DATED 9 JULY 2013
(Hull No. A34)
The Lenders
BNP PARIBAS
By: /s/ Didier Lietaer                By: /s/ Loïc Le Saché
Name: Didier Lietaer                Name: Loïc Le Saché
Title: Export Finance, Global Head of     Title: Head of Specialized Export Finance
Origination Desks
HSBC FRANCE
By: /s/ Fatima Bao                By: /s/ Julie Bellais
Name: Fatima Bao                Name: Julie Bellais
Title: Deputy Head of Transaction
Management Unit
SOCIÉTÉ GÉNÉRALE
By: /s/ Isabelle Seneca            By: /s/ Agnes Deschenes-Voirin
Name: Isabelle Seneca            Name: Agnes Deschenes-Voirin
Title: Director Export Finance        Title: Director Export Finance
NATIXIS
By: /s/ Thibault Lantoine
Name: Thibault Lantoine
Title: Head of Aviation & Export Asset Monitoring



 
 
 

Exhibit 10.26

PERFORMANCE-BASED RESTRICTED SHARES AGREEMENT
PURSUANT TO THE
ROYAL CARIBBEAN CRUISES LTD. 2008 EQUITY INCENTIVE PLAN


Name of Grantee
 
Grant Date
 
Target Number of Performance Shares
 
Maximum Number of Performance Shares
 
Value of Each Performance Share on Grant Date
 
Performance Period
 
 
This Performance-Based Restricted Shares Agreement (this “ Agreement ”) is dated as of __________ and is entered into between Royal Caribbean Cruises Ltd. (the “ Company ”) and _______________, an employee of the Company. This Agreement is made pursuant to the provisions of the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan (the “ Plan ”) and consists of this document and the Plan.
The Company and the Grantee hereby agree as follows:


1 of 7



Definitions
Capitalized terms used and not defined in this Agreement shall have the meanings given to them in the Plan. The following terms shall have the following meanings for purposes of this Agreement:
Applicable Age Requirement ” means the age of 62 or above.
Applicable Service Requirement ” means 15 years of continuous employment by the Company or an Affiliate of the Company.
Committee ” means the Compensation Committee of the Board of Directors of the Company.
Involuntary Termination of Service ” means a Termination of Service by reason of action by the Company without Cause, action by the Grantee for Good Reason or, if Grantee is a member of the Board of Directors, failure of the Grantee to be nominated for election or elected.
Performance Shares ” shall mean that number of restricted Shares listed above as the “Maximum Number of Performance Shares”.
Qualifying Criteria ” means, collectively, the Applicable Age Requirement and the Applicable Service Requirement.
Required Service Date ” shall mean the first anniversary of the Grant Date or, if later, the first anniversary of the date that the Grantee first meets both of the Qualifying Criteria.
Shares ” shall mean shares of the Company’s common stock, par value $0.01 per share.
Grant of Performance Shares
The Company hereby issues and grants to the Grantee the Performance Shares, subject to and in accordance with the terms, conditions and restrictions set forth in the Agreement.
Vesting
Following the last day of the Performance Period, the Committee shall determine the exact number of Shares that the Grantee is entitled to under this Agreement (the “ Actual Number of Performance Shares ”) based on [insert applicable metrics]. Please refer to the performance matrix on Schedule A  hereto which sets forth how the Actual Number of Performance Shares is calculated.
Performance Shares in an amount equal to the Actual Number of Performance Shares shall become vested as of the date of the Committee’s determination of performance in accordance with the preceding paragraph (the “ Vesting Date ”). Any Performance Shares which do not become vested as of the Vesting Date shall be forfeited to the Company without consideration or any further action by the Grantee or the Company.

2 of 7



Forfeiture; Early Vesting Events
Unless otherwise specified in this Agreement, if Grantee has a Termination of Service prior to the Required Service Date, any Performance Shares that are not vested as of the effective date of termination (the “ Termination Date ”) shall be forfeited to the Company without consideration or any further action by the Grantee or the Company.
On and after the Required Service Date, the Performance Shares granted hereunder will, subject to the early vesting provisions of paragraphs A and B below, remain outstanding and eligible to vest on the Vesting Date without regards to whether Grantee has had a Termination of Service prior to the Vesting Date.
A. Early Vesting Event: Death or Disability
If the Grantee has a Termination of Service by reason of his/her death or Disability prior to the Vesting Date, the Grantee shall vest as of the Termination Date in a number of shares equal to the Target Number of Performance Shares.
B. Early Vesting Event: Termination Following Change in Control
If, prior to the Vesting Date, (i) there is a Change in Control of the Company and (ii) within 12 months of such change, the Grantee has an Involuntary Termination of Service (a “ Change in Control Vesting Event ”), the Grantee shall vest as of the Termination Date in a number of shares equal to the Committee’s then best estimate of the Actual Number of Performance Shares.
Dividends; Rights as Shareholder
The Grantee shall be the record owner of the Performance Shares until or unless such Performance Shares are forfeited pursuant to the terms of this Agreement, and as a record owner shall be entitled to all rights of a common stock holder of the Company, including without limitation, voting rights with respect to the Performance Shares; provided that the Performance Shares shall be subject to the limitations on transfer and encumbrance set forth in “Restrictions on Transfer” below.
In addition, notwithstanding the foregoing, dividends with respect to the Performance Shares shall accrue (but not get paid) during the period beginning on the Grant Date and ending on the applicable vesting date, at which time such accrued dividends shall be paid out in the form of cash. The accrued dividends that shall be paid out shall be only such amount that has accrued with respect to the number of Performance Shares that vest on such vesting date. The Grantee shall have no rights with respect to any accrued dividends in respect of Performance Shares that do not vest for any reason.
Restrictions on Transfer
Prior to the vesting of any Performance Share, the Grantee may not voluntarily or involuntarily, by operation of law or otherwise, assign, pledge, transfer, sell or otherwise dispose of or encumber such Performance Share or the Participant’s rights in connection with such Performance Shares, except as provided in the Plan. Any assignment, pledge, transfer, sale or other disposition or encumbrance, voluntary or involuntary, of the Grantee’s Performance Shares made, or any attachment, execution, garnishment, or lien issued against or placed upon the Performance Shares, other than as so permitted, shall be void.

3 of 7



Restrictive Covenants
The Grantee acknowledges and recognizes that his or her services to be rendered to the Company and/or its Affiliates are of a special and unusual character that have a unique value to Company and the conduct of its business, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of the Grantee, and because of the confidential information to be obtained by or disclosed to the Grantee, and as a material inducement to Company providing this grant of Performance Shares to the Grantee, the Grantee agrees to the provisions of Schedule B   attached hereto (the “ Restrictive Covenants ”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Grantee and the Company or any of its Affiliates, including but not limited to, any employment agreement between Grantee and the Company or any of its Affiliates.
Standard Terms and Conditions
Please refer to Schedule C , incorporated herein by reference, which sets forth standard terms and conditions applicable to the grant of Performance Shares.
By the signatures below, the Grantee and the authorized representative of the Company acknowledge agreement to this Performance-Based Restricted Shares Agreement as of the Grant Date specified above.
 


Royal Caribbean Cruises Ltd.                Grantee:
 

 By: ___________________________            _____________________________________
                    


4 of 7



SCHEDULE A
The Actual Number of Performance Shares to which the Grantee will be entitled hereunder will be calculated by the Committee based on the Company’s [insert relevant performance metric(s)]. Specifically, the Committee shall calculate the Actual Number of Performance Shares by multiplying the Grantee’s Target Number of Performance Shares by the applicable percentage determined as set forth below based on the Company’s [insert relevant performance metric(s)] for the specified [insert performance period(s)]. As noted in this Agreement, special rules apply under certain circumstances, such as death, disability and termination following a change-in-control.
[Insert relevant information regarding calculation of performance metric(s)]
The Committee will adjust [insert performance metric(s)] for fuel price variances from prices used in determining the Target below. The Committee also may, in certain circumstances and in its sole discretion, make adjustments to [insert performance metric(s)] for purposes of this Agreement for those unique or unusual events that are outside the bounds of management’s control in order to better reflect the Company’s core results, provide the intended benefit and to make the performance evaluation as relevant as possible.
The following table shall apply for calculating this Award:
Payout amount for levels of [insert performance metric(s)] between the maximum and threshold achievement shall be interpolated on a straight-line basis (rounded up to the nearest integer).  The number of Actual Number of Performance Shares cannot exceed the Maximum Number of Performance Shares.



5 of 7



SCHEDULE B
RESTRICTIVE COVENANTS
Grantee hereby covenants and agrees that Grantee will not, directly or indirectly, whether as principal, agent, trustee or through the agency of any corporation, partnership, association or agent (other than as the holder of not more than five percent (5%) of the total outstanding stock of any company the securities of which are traded on a regular basis on recognized securities exchanges for the [___]-year period immediately following the termination of Grantee’s employment under any circumstances (the " Non-competition Period "), for any reason, serve as or be a consultant to or employee, officer, agent, director or owner of another entity engaged in cruises, with a minimum fleet size of 1,000 berths (including ships under construction or publicly announced to be built), or cruise related businesses of any such entity.
Grantee further agrees that during the Non-competition Period, he or she shall not: (i) employ or seek to employ any person who is then employed or retained by the Company or its Affiliates (or who was so employed or retained at any time within the six (6) month period prior to the last day of Grantee’s employment with the Company); or (ii) solicit, induce, or influence any proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, consultant, agent, lessor, supplier, customer or any other person or entity which has a business relationship with the Company or its Affiliates at any time during the Non-competition Period, to discontinue or reduce or modify the extent of such relationship with the Company or any of its Affiliates.
Employee has carefully read and considered the provisions of this Agreement and agrees that the restrictions set forth are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, shareholders, and other employees and for the protection of the business of Company. Grantee acknowledges that he or she is qualified to engage in businesses other than that described in the first paragraph of this Schedule B . It is the belief of the parties, therefore, that the best protection that can be given to Company that does not in any way infringe upon the rights of Grantee to engage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Grantee of this Schedule B , the parties agree that the restrictions contained herein shall be enforced to the maximum extent permitted by law. In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall be as fully enforceable as if it had been set forth herein by the parties.

6 of 7



SCHEDULE C

STANDARD TERMS AND CONDITIONS

The following terms and conditions apply to the grant of Performance Shares under this Agreement.
Application of Plan; Administration . This Agreement and the Grantee’s rights under this Agreement are subject to all the terms and conditions of the Plan, as it may be amended from time to time, as well as to such rules and regulations as the Committee may adopt. It is expressly understood that the Committee that administers the Plan is authorized to administer, construe and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Grantee to the extent permitted by the Plan. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.
Recovery of Erroneously Awarded Compensation . In the event:
required under regulations adopted under the Dodd Frank Wall Street Reform and Consumer Protection Act;
the Company’s financial statements covering the Performance Period are restated due to material non-compliance with financial reporting requirements within two years of the end of the Performance Period; or
the Committee determines, in consultation with the Company’s Audit Committee, that there is a high likelihood that an out-of-period adjustment to the Company’s financial statements covering the Performance Period would be deemed to be material because there is alleged misconduct of one or more participants hereunder associated with the adjustment and, absent the adjustment, the benefits payable hereunder to such participant(s) would be materially greater,
the Committee may require the Grantee to forfeit and/or repay an amount equal to the difference between the amount actually awarded pursuant to this Agreement based on the erroneous financial data and the amount of compensation that should have been awarded to the Grantee pursuant to the this Agreement under the accounting restatement or the adjusted financial statements, as applicable, as determined by the Committee in its sole discretion taking into account those factors the Committee determines necessary or appropriate.
Governing Law . To the extent not preempted by U.S. federal law, this Agreement shall be governed and interpreted in accordance with the laws of the State of Florida, except that no effect shall be given to any conflicts of laws principles that would require the application of the laws of a state or territory other than Florida. Additionally, the Company and the Grantee agree that the federal and state courts located in the Southern District of Florida or Miami-Dade County, Florida will have personal jurisdiction over them to hear all disputes regarding, or related to, this Agreement. The Company and the Grantee further agree that venue will be proper only in the Southern District of Florida or Miami-Dade County, Florida and they waive all objections to that venue.
Tax Liability and Withholding .  Upon the vesting of any Performance Shares or at any such time as required under applicable law, except to the extent the Grantee and the Company have agreed otherwise, a number of Shares having a fair market value equal to the minimum applicable withholding taxes, liabilities, and obligations (“ Withholding Taxes ”) required to be withheld in respect of the Shares shall be automatically delivered to the Company (rounded up to the nearest whole Share), in satisfaction of such Withholding Taxes. The number of Shares to be used for payment shall be calculated using average of the high and low trading price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.


7 of 7



No Right to Continued Employment .  This Agreement shall not confer upon an employee any right to continue employment with the Company or any Affiliate, nor shall this Agreement interfere in any way with the Company’s or Affiliate’s right to terminate such employment at any time.

Changes in Stock . In the event that as a result of a stock dividend, stock split, reclassification, recapitalization, combination of Shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off or other reorganization, the Company’s common stock shall be increased, reduced or otherwise changed, the Performance Shares shall be adjusted automatically consistent with such change to prevent substantial dilution or enlargement of the rights granted to, or available for, the Grantee hereunder.
Participation in Plan . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition or sale of the underlying Shares.  The Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
Amendments to the Plan . Subject to the terms of the Plan, the Committee may terminate, amend, or modify the Plan; provided, however , that no such termination, amendment, or modification of the Plan may in any way adversely affect the Grantee’s rights under this Agreement without the Grantee’s consent.
Compliance with Laws . This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges as may be required.
Severability . In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.
Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

8 of 7

Exhibit 12.1


Royal Caribbean Cruises Ltd.
Ratio of Earnings to Fixed Charges
(in thousands, except ratios)


 
 
Years Ended December 31,
 
 
2015
 
2014
 
2013
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
Earnings
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
665,783

 
$
764,146

 
$
473,692

 
$
18,287

 
$
607,421

Income tax (benefit) expense
 
11,094

 
(20,896
)
 
24,937

 
55,518

 
20,673

Income from equity investees, net of distributions
 
(53,015
)
 
(45,362
)
 
(26,071
)
 
(21,078
)
 
(118
)
Fixed charges
 
314,107

 
299,410

 
364,515

 
383,575

 
409,246

Capitalized interest
 
(26,491
)
 
(28,827
)
 
(17,878
)
 
(13,281
)
 
(13,986
)
Earnings
 
$
911,478

 
$
968,471

 
$
819,165

 
$
423,021

 
$
1,023,236

 
 
 
 
 
 
 
 
 
 
 
Fixed Charges
 
 
 
 
 
 
 
 
 
 
Interest expense (1)
 
$
304,216

 
$
287,126

 
$
350,299

 
$
369,062

 
$
396,402

Interest portion of rent expense (2)
 
9,891

 
12,284

 
14,216

 
14,513

 
12,844

Fixed charges
 
$
314,107

 
$
299,410

 
$
364,515

 
$
383,575

 
$
409,246

 
 
 
 
 
 
 
 
 
 
 
Ratio of Earnings to Fixed Charges
 
2.9x

 
3.2x

 
2.2x

 
1.1x

 
2.5x


(1) Interest expense includes capitalized interest and amortization of deferred financing expenses.
(2)  For the years 2014 through 2011, interest portion of rent expense represents actual interest charges for Brilliance of the Seas  operating lease. For all other rentals in the periods presented, we have assumed that one-third of rent expense is representative of the interest factor.



Exhibit 21.1


 
LIST OF SUBSIDIARIES


The following is a list of all our subsidiaries, their jurisdiction of incorporation and the names under which they do business. This list does not include those subsidiaries that, in the aggregate, would not have been a “significant subsidiary” as of December 31, 2015 .

NAME
INCORPORATION
 
Admiral Management Inc.
Liberia
 
Adventure of the Seas Inc.
Liberia
 
Allure of the Seas Inc.
Liberia
 
Anthem of the Seas Inc.
Liberia
 
Azamara Journey Inc.
Liberia
 
Azamara Quest Inc.
Liberia
 
Brilliance of the Seas Shipping Inc.
Liberia
 
CDF Croisieres de France, SAS
France
 
Celebrity Cruise Lines Inc.
Cayman Islands
 
Celebrity Cruises Holdings Inc.
Liberia
 
Celebrity Cruises Inc., doing business as Celebrity Cruises
Liberia
 
Celebrity Eclipse Inc.
Liberia
 
Celebrity Equinox Inc.
Liberia
 
Celebrity Reflection Inc.
Liberia
 
Celebrity Silhouette Inc.
Liberia
 
Celebrity Solstice Inc.
Liberia
 
Constellation Inc.
Liberia
 
Enchantment of the Seas Inc.
Liberia
 
Explorer of the Seas Inc.
Liberia
 
Freedom of the Seas Inc.
Liberia
 
GG Operations Inc.
Delaware
 
Grandeur of the Seas Inc.
Liberia
 
Greensboro S.L.
Spain
 
Independence of the Seas Inc.
Liberia
 
Infinity Inc.
Liberia
 
Island for Science, Inc.
Indiana
 
Islas Galapagos Turismo y Vapores CA
Ecuador
 
Jewel of the Seas Inc.
Liberia
 
Labadee Investments Ltd.
Cayman Islands
 
Legend of the Seas Inc.
Liberia
 
Liberty of the Seas Inc.
Liberia
 
Majesty of the Seas Inc.
Liberia
 
Mariner of the Seas Inc.
Liberia
 
Millennium Inc.
Liberia
 
Navigator of the Seas Inc.
Liberia
 
Oasis of the Seas Inc.
Liberia
 
Pullmantur, S.A.
Spain
 
Pullmantur Cruises, S.L.
Spain
 
Pullmantur Cruises Atlantic Limited
Malta
 
Pullmantur Cruises Empress Limited
Malta
 
Pullmantur Cruises Monarch Limited
Malta
 
Pullmantur Cruises Pacific Dream Limited
Malta
 




NAME
INCORPORATION
 
Pullmantur Cruises Ship Management Ltd.
Malta
 
Pullmantur Cruises Sovereign Limited
Malta
 
Pullmantur Cruises Zenith Limited
Malta
 
Pullmantur Ship Management, Ltd.
Bahamas
 
Quantum of the Seas Inc.
Liberia
 
Radiance of the Seas Inc.
Liberia
 
RCL Cruises Ltd.
England and Wales
 
RCL Holdings Cooperatief U.A.
Netherlands
 
RCL Investments Ltd.
England and Wales
 
RCL (UK) Ltd.
England and Wales
 
Rhapsody of the Seas Inc.
Liberia
 
Royal Caribbean Cruise Lines AS
Norway
 
Royal Caribbean Cruises (Asia) Pte. Ltd.
Singapore
 
Royal Caribbean Cruises Services (China) Company Limited
China
 
Royal Caribbean Holdings de Espana S.L.
Spain
 
Royal Caribbean Holdings de Panama S. de R.L.
Panama
 
Serenade of the Seas Inc.
Liberia
 
Societe Labadee Nord, S.A.
Haiti
 
Splendour of the Seas Inc.
Liberia
 
Summit Inc.
Liberia
 
TourTrek SEZC Ltd.
Cayman Islands
 
Vision of the Seas Inc.
Liberia
 
Voyager of the Seas Inc.
Liberia
 
White Sand Inc.
Liberia
 
XP Tours S.A.
Ecuador
 



Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-202262) and Forms S-8 (Nos. 333-202263, 333-170170, 333-157097, 333-84982, 333-84980, 333-42070, 333-42072, 33-71956, 33-95224 and 333-7288) of Royal Caribbean Cruises Ltd. of our report dated February 22, 2016 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.




/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Miami, Florida
February 22, 2016



Exhibit 23.2

January 14, 2016

Royal Caribbean Cruises Ltd.
1050 Caribbean Way
Miami, FL 33132

Re:     Form 10-K for Year Ended December 31, 2015

Dear Sirs and Mesdames:

You have asked for our opinion on certain U.S. Federal income tax matters relating to Royal Caribbean Cruises Ltd. (the “Company”). With respect to questions of fact material to this opinion, we have, when relevant facts were not independently established, relied upon information provided by representatives of the Company and of shareholders of the Company.

Certain Factual Assumptions

In issuing our opinion, we have relied upon representations and/or publicly available information that:

(1) the Company and its direct and indirect wholly-owned subsidiaries that own, charter or operate a ship or ships consist of (a) corporations formed under the laws of Liberia or Malta, each of which is a country that exempts from taxation all international shipping income (including bareboat charter income) of U.S. corporations, (b) a United Kingdom company (the “UK Disregarded Entity”) for which a valid and timely election was filed with the Internal Revenue Service (the “IRS”) on Form 8832 to be classified as a pass-through entity for U.S. Federal income tax purposes, and the equity interests in which are owned entirely by the Company, (c) a second United Kingdom company (the “UK Disregarded Subsidiary”) that is wholly owned by a third United Kingdom company (the “UK Disregarded Parent”) that is, in turn, wholly owned by the Company, and for both of which UK companies a valid and timely election has been filed with the IRS on Form 8832 to be classified as a disregarded entity for U.S. Federal income tax purposes, and (d) an Ecuadorean corporation (the “Ecuador Subsidiary”) that owns and operates a ship used for Galapagos Islands cruises that are conducted entirely outside the United States;

(2) the common stock of the Company is the Company’s only outstanding class of st
(3) all outstanding shares of common stock of the Company are listed for trading on the New York Stock Exchange (the “NYSE”), where those shares are regularly quoted by dealers making a market in the stock (by regularly and actively offering to


Royal Caribbean Cruises Ltd.
January 14, 2016
Page 2

make, and making, purchases and sales of such shares in the ordinary course of business to and from customers who are not related persons with respect to the dealers), and on the Oslo Stock Exchange; and Company shares are not traded on any non-U.S. securities market other than the Oslo Stock Exchange;

(4) trades of Company common stock are effected on each of the NYSE and the Oslo Stock Exchange in other than de minimis quantities on at least 60 days during each year, and the aggregate number of such shares traded on each of the NYSE and the Oslo Stock Exchange each year equals or exceeds 10% of the average number of shares of Company common stock outstanding during the year;

(5) the NYSE is a national securities exchange that is registered under section 6 of the Securities Act of 1934;

(6) the Oslo Stock Exchange is officially recognized, sanctioned or supervised by a governmental authority of Norway and has an annual trading volume in excess of $1 billion;

(7) more than 50% of the outstanding shares of Company common stock are (and will be for at least 183 days during the current year) owned by persons each of whom owns less than 5% of such outstanding shares (treating as one person for this purpose any two or more persons who are related within the meaning of section 267(b) of the Internal Revenue Code of 1986, as amended (the “Code”)), (1) and no such shares are in bearer form;

(8) the Company’s certificate of incorporation precludes any person from acquiring more than 4.9% of the outstanding shares of Company’s common stock (treating as one person for this purpose any two or more persons who are related within the meaning of Code section 267(b)), except that this restriction does not apply to existing 5% shareholders of the Company and may not apply, under Liberian law, to shares that were not voted in favor of the adoption of such restriction; and

(9) the Company and each relevant subsidiary will comply with all applicable substantiation and reporting requirements set forth in Treasury Regulation §1.883-1(c)(3).

Discussion

Under Code section 883, certain foreign corporations are exempt from Federal income or branch profits tax on income derived from or incidental to the international operation of a ship or ships, including income from the leasing of such ships. (2) A foreign corporation will qualify for the benefits of section 883 if, in relevant part, (1) the foreign country in which the foreign corporation is organized grants an

(1) Code §267(b) describes a number of relationships between two or more persons, including members of the same family, a grantor and a fiduciary of a trust, a fiduciary and a beneficiary of a trust, and various other relationships between individuals and entities and between entities. Additional attribution rules applicable under Code §267(b) are set forth in Code §267(c).

(2) Code §883(a) provides that, to the extent that it applies, the relevant items of shipping income “shall not be included in gross income” of the corporation and “shall be exempt from taxation under this subtitle,” which is the subtitle regarding income taxes.



Royal Caribbean Cruises Ltd.
January 14, 2016
Page 3

equivalent exemption to corporations organized in the United States and (2) (a) more than 50% of the value of the corporation’s capital stock is owned, directly or indirectly, by individuals who are residents of a foreign country or countries that grant such an equivalent exemption to corporations organized in the United States or (b) the stock of the corporation (or the direct or indirect corporate parent thereof) is “primarily and regularly traded on an established securities market” in the United States or another qualifying country.

The Company and each direct and indirect wholly-owned subsidiary that owns, charters or operates a ship or ships will meet the requirements of clause (1) above because Liberia, Malta and Ecuador are countries that grant an equivalent exemption for all relevant categories of international shipping income. (3) (For this purpose, the Company will be treated as the owner or operator of all ships owned or operated by the UK Disregarded Entity or by the UK Disregarded Subsidiary.)
 
With respect to the requirements of clause (2)(b) above, regulations and other guidance under Code section 883 set forth the tests applicable to determine whether a corporation’s shares of stock should be considered “primarily and regularly traded on an established securities market” in the United States or another qualifying country.

The Company’s shares are traded on an established securities market in the United States and on an established securities market in Norway, which is a qualifying country for section 883 purposes. The NYSE constitutes an established securities market for purposes of section 883 because it is a “national securities exchange that is registered under section 6 of the Securities Act of 1934.” (4) Likewise, the Oslo Stock Exchange constitutes an established securities market because it is “officially recognized, sanctioned, or supervised by a governmental authority of Norway, and has an annual value of shares traded on the exchange exceeding $1 billion.” (5) Norway is a qualifying country for section 883 purposes with respect to all relevant categories of international shipping income. (6)  

The Company’s shares are considered “primarily” traded on either the NYSE or the Oslo Stock Exchange, because the number of such shares traded on one of those markets during the year exceeds the number of such shares traded on any other established securities market during that year. (7)  

Stock will generally be considered “regularly traded” on a securities market if trades in more than de minimis quantities occur on the market on at least sixty days of the year, and the annual trading volume on the market equals or exceeds 10% of the outstanding shares. (8) The Company’s shares meet this test with respect to both the NYSE and the Oslo Stock Exchange. The Company’s shares also meet an alternative basis for such a conclusion with respect to the NYSE, inasmuch as the stock is regularly quoted by dealers making a market in the stock. (9)  

(3) Rev. Rul. 2008-17, 2008-1 C.B. 626; see Exchange of Notes Between Liberia Ministry of Foreign Affairs, dated Oct. 7, 1987, and U.S. Embassy, Monrovia, Liberia, dated Oct. 23, 1987, reprinted at 1988-1 C.B. 463; Exchange of Notes Between Liberia Ministry of Foreign Affairs, dated Dec. 9, 2004, and U.S. Embassy, Monrovia, Liberia, dated June 4, 2005; Exchange of Notes Between Embassy of Malta, Washington, D.C., dated Dec. 26, 1996, and U.S. Department of State, dated Mar. 11, 1997, reprinted at 1997-1 C.B. 314. According to Rev. Rul. 2008-17, the internal tax law of Ecuador provides an equivalent exemption for international shipping income. In any event, the vessel owned and operated by the Ecuador Subsidiary does not visit U.S. waters.

(4) Treas. Reg. §1.883-2(b)(1)(ii).
(5) Treas. Reg. §1.883-2(b)(1)(i).
(6) Rev. Rul. 2008-17, 2008-1 C.B. 626; see Exchange of Notes Between U.S. Department of State, dated May 22, 1990, and Royal Norwegian Embassy, dated May 24, 1990, reprinted at 1991-1 C.B. 304.
(7) Treas. Reg. §1.883-2(c).
(8) Treas. Reg. §1.883-2(d)(1)(ii).
(9) Treas. Reg. §1.883-2(d)(2).


Royal Caribbean Cruises Ltd.
January 14, 2016
Page 4

If, for at least half the number of days in the year, 50% or more of a corporation’s outstanding shares are owned by 5% or greater shareholders other than registered investment companies (a “closely-held group”), the regulations under Code section 883 provide that the shares generally will fail to be treated as “regularly traded” unless the corporation can identify sufficient qualified direct or indirect shareholders within the closely-held group as to reduce to 50% or less the aggregate shares owned by the closely-held group that are not owned, directly or indirectly, by qualified shareholders. (10) Less than 50% of the Company’s outstanding shares are (and have been) owned by such 5% or greater shareholders, so the Company will not be disqualified by reason of the closely-held exception. The restriction in the Company’s certificate of incorporation described in paragraph (8) above is designed to ensure that this will continue to be the case.

Conclusion

Based upon, and subject to the factual representations and assumptions described above, and the legal authorities and limitations set forth below, it is our opinion that the income of the Company, and its direct and indirect wholly-owned subsidiaries that own, charter or operate a ship or ships, to the extent derived from or incidental to the operation of a ship or ships, is exempt from Federal income tax pursuant to Code section 883.

*        *        *        *        *

This opinion represents our best legal judgment, but it has no binding effect or official status of any kind, and no assurance can be given that contrary positions may not be taken by the Internal Revenue Service or a court considering the issues. We express no opinion relating to any Federal income tax matter except on the basis of the facts described above, and any changes in such facts could require a reconsideration and modification of our opinion. We also express no opinion regarding tax consequences under foreign, state or local laws. In issuing our opinion, we have relied solely upon existing provisions of the Code, existing and proposed regulations under it, and current administrative positions and judicial decisions. Those laws, regulations, administrative positions and judicial decisions are subject to change at any time. Any such changes could affect the validity of the opinion set forth above. Also, future changes in Federal tax laws and the interpretation thereof can have retroactive effect.

Our firm includes lawyers admitted to practice in the Commonwealth of Pennsylvania, the States of California, Delaware, Illinois, New Jersey, New York and Wisconsin, and the District of Columbia. We do not purport to be experts in the laws of any other jurisdiction, aside from U.S. Federal law.


(10) Treas. Reg. §1.883-2(d)(3).



Royal Caribbean Cruises Ltd.
January 14, 2016
Page 5

Very truly yours,


/s/ DRINKER BIDDLE & REATH LLP

DRINKER BIDDLE & REATH LLP


Exhibit 24.1



POWER OF ATTORNEY

DIRECTORS OF
ROYAL CARIBBEAN CRUISES LTD.

The undersigned directors of Royal Caribbean Cruises Ltd., a Liberian corporation (the “Company”), hereby constitute and appoint Richard D. Fain and Jason T. Liberty and each of them (with full power to each of them to act alone), the true and lawful attorneys-in-fact and agents for the undersigned, and on behalf of the undersigned and in the name, place and stead of the undersigned, in any and all capacities, to sign the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 to be filed by the Company with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, and any and all amendments, applications, or other documents to be filed with the Securities and Exchange Commission pertaining to such Annual Report on Form 10-K, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present. The undersigned hereby ratify and confirm all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

EXECUTED as of the 22 nd day of February 2016 .

 
 
 
 
 
 
 
/s/ John F. Brock
 
 
 
 
/s/ William K. Reilly
 
John F. Brock
 
 
 
 
William K. Reilly
 
Director
 
 
 
 
Director
 
 
 
 
 
 
 
 
/s/ William L. Kimsey
 
 
 
 
/s/ Bernt Reitan
 
William L. Kimsey
 
 
 
 
Bernt Reitan
 
Director
 
 
 
 
Director
 
 
 
 
 
 
 
 
/s/ Ann S. Moore
 
 
 
 
/s/ Vagn O. Sørensen
 
Ann S. Moore
 
 
 
 
Vagn O. Sørensen
 
Director
 
 
 
 
Director
 
 
 
 
 
 
 
 
/s/ Eyal Ofer
 
 
 
 
/s/ Donald Thompson
 
Eyal Ofer
 
 
 
 
Donald Thompson
 
Director
 
 
 
 
Director
 
 
 
 
 
 
 
 
/s/ Thomas J. Pritzker
 
 
 
 
/s/ Arne Alexander Wilhelmsen
 
Thomas J. Pritzker
 
 
 
 
Arne Alexander Wilhelmsen
 
Director
 
 
 
 
Director
 
 
 
 
 
 
 



Exhibit 31.1



 
CERTIFICATIONS
 
I, Richard D. Fain, certify that:
 
1.
I have reviewed this annual report on Form 10-K of Royal Caribbean Cruises Ltd.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:
February 22, 2016
 
 
 
/s/ Richard D. Fain
 
 
Richard D. Fain
 
 
Chairman and
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)


Exhibit 31.2


 
CERTIFICATIONS
 
I, Jason T. Liberty, certify that:
 
1.
I have reviewed this annual report on Form 10-K of Royal Caribbean Cruises Ltd.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:
February 22, 2016
 
 
 
/s/ Jason T. Liberty
 
 
Jason T. Liberty
 
 
Chief Financial Officer
 
 
(Principal Financial Officer)



Exhibit 32.1


 
In connection with the annual report on Form 10-K for the year ended December 31, 2015 as filed by Royal Caribbean Cruises Ltd. with the Securities and Exchange Commission on the date hereof (the “Report”), Richard D. Fain, Chairman and Chief Executive Officer, and Jason T. Liberty, Chief Financial Officer, each hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
 
1.                                       the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
 
2.                                       the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Royal Caribbean Cruises Ltd.
 
Date:
February 22, 2016
 
 
 
 
 
 
 
 
By:
/s/ Richard D. Fain
 
 
 
Richard D. Fain
 
 
 
Chairman and
 
 
 
Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 
 
 
 
 
By:
/s/ Jason T. Liberty
 
 
 
Jason T. Liberty
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial Officer)