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Royal Caribbean Cruises Ltd. – ‘8-K’ for 2/17/21 – ‘EX-10.14’

On:  Tuesday, 2/23/21, at 4:04pm ET   ·   For:  2/17/21   ·   Accession #:  1104659-21-26708   ·   File #:  1-11884

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/21  Royal Caribbean Cruises Ltd.      8-K:1,9     2/17/21   25:19M                                    Toppan Merrill/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     53K 
 2: EX-10.1     Material Contract                                   HTML    502K 
11: EX-10.10    Material Contract                                   HTML    634K 
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Exhibit 10.14

Fifth Amendment and Restatement Agreement

in connection with the Credit Agreement in respect of

"HARMONY OF THE SEAS " (ex Hull A34)

Contents

THIS FIFTH AMENDMENT AND RESTATEMENT AGREEMENT (this Amendment) is dated 19 February 2021 and made BETWEEN:

WHEREAS:

NOW IT IS AGREED as follows:

In this Amendment:

Amended Credit Agreement means the Existing Credit Agreement as amended and restated in accordance with this Amendment.

Amendment Effective Date has the meaning set forth in clause 3.

Fee Letter means any letter between any Finance Party and the Borrower setting out the fees payable in connection with this Amendment.

Finance Documents has the meaning given to such term in the form of the Amended Credit Agreement set out in Schedule 3.

Finance Parties means the Facility Agent, the Mandated Lead Arrangers and the Lenders.

Funding Agreement Amendment No.3 has the meaning given to such term in the form of the Amended Credit Agreement set out in Schedule 3.

Framework Information Package means the general test scheme/information package in connection with the "Debt Deferral Extension" application submitted by the Borrower in order to obtain the benefit of the measures provided for in the Framework for the purpose of this Amendment and certain of the Borrower’s obligations under the Existing Credit Agreement.

Party means each of the parties to this Amendment.

Second Deferral Period means the period from and including 1 April 2021 to and including 31 March 2022.

Second Deferred Tranche has the meaning given to such term in the form of the Amended Credit Agreement set out in Schedule 3.

Other than BpiFAE in respect of the rights of BpiFAE under the Finance Documents, unless expressly provided to the contrary in a Finance 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.

Each of the Parties designates this Amendment as a Finance Document.

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 hereby agree that, subject to the satisfaction of the conditions precedent set forth in clause 3:

together with such evidence from legal counsel to the Facility Agent as the Lenders may require as to the continued effectiveness of the Guarantees relative to the further deferral arrangements;

or, where applicable, a written approval in principle (which can be given by email) by either of the above counsel of the arrangements contemplated by this Amendment and a confirmation that a formal opinion will follow promptly after the Amendment Effective Date;

it being acknowledged and agreed by the Facility Agent that the conditions referred to in paragraphs (c), (f), (i), (j) and (k) above have, at the date of this Amendment, been satisfied.

are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Finance Documents in each such representation and warranty was a reference to this Amendment, each officer certificate referred in clause 3(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.

save that such other amendments shall in each case incorporate changes to reflect (A) any factual differences and (B) any particular requirements of an ECA Guarantor, in each case under that relevant ECA Financing.

The provisions of clause 13.4 (Notices), clause 13.8 (Severability) and clause 13.14 (Law and Jurisdiction) 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 clauses to “this Agreement” were references to this Amendment and references to each Party are references to each Party to this Amendment.

(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 clause 13.5 (Payment of Costs and Expenses) of the Existing Credit Agreement.

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. The Parties acknowledge and agree that they may execute this Amendment and any variation or amendment to the same, by electronic instrument. The Parties agree that the electronic signatures appearing on the document shall have the same effect as handwritten signatures and the use of an electronic signature on this Amendment shall have the same validity and legal effect as the use of a signature affixed by hand and is made with the intention of authenticating this Amendment, and evidencing the Parties’ intention to be bound by the terms and conditions contained herein. For the purposes of using an electronic signature, the Parties authorise each other to conduct the lawful processing of personal data of the signers for contract performance and their legitimate interests including contract management.

This Amendment, and all non-contractual obligations arising in connection with it, shall be governed by and construed in accordance with English law.

The Parties have executed this Amendment the day and year first before written.

Schedule 1

Finance Parties

Facility Agent

Société Générale

BpiFAE Agent

Société Générale

Mandated Lead Arrangers

Banco Santander S.A.

KfW IPEX Bank GmbH

Schedule 2

Form of Amendment Effective Date confirmation – Hull A34

"HARMONY OF THE SEAS" (Hull A34)

We, Société Générale, refer to the fifth amendment and restatement agreement dated [l] 2021 (the Amendment) relating to a credit agreement dated as of 15 April 2014 (as previously amended, supplemented and/or restated from time to time) (the Credit Agreement) made between (among others) the above named Royal Caribbean Cruises Ltd. as the Borrower, the financial institutions listed in it as the Lenders and ourselves as the Facility Agent in respect of a loan to the Borrower from the Lenders of up to the Maximum Loan Amount (as defined in the Credit Agreement).

We hereby confirm that all conditions precedent referred to in clause 3.1 of the Amendment have been satisfied. In accordance with clause (a) of the Amendment, the Amendment Effective Date is the date of this confirmation and the amendment and restatement of the Credit Agreement in accordance with the Amendment is now effective.

Dated                                                     2021

For and on behalf of

Société Générale

(as Facility Agent)

Schedule 3

Amended and Restated Credit Agreement

Dated 15 April 2014

as amended and restated by Amendment and Restatement n°1 dated 15 January 2016

as amended by Amendment Agreement n° 1 dated 27 June 2016

as amended and restated by Amendment and Restatement n°2 dated 15 August 2019

as amended and restated by Amendment and Restatement n°3 dated 5 May 2020

as supplemented by a Supplemental Agreement dated 3 August 2020

as amended and restated by Amendment and Restatement n°4 dated 30 October 2020 and as further amended and restated by Amendment and Restatement n° 5 dated 19 February 2021

ROYAL CARIBBEAN CRUISES LTD.

as Borrower

SOCIÉTÉ GÉNÉRALE

as Facility Agent

SOCIÉTÉ GÉNÉRALE

as BpiFAE Agent

BANCO SANTANDER, S.A.

and

KfW IPEX-BANK GmbH

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

“Harmony of the Seas”

(ex Hull No. A34)

TABLE OF CONTENTS

THIS FACILITY AGREEMENT (this “Agreement”) is dated 15 April 2014, as amended and restated on 15 January 2016, as further amended on 27 June 2016, as further amended and restated on 15 August 2019, as further amended and restated on 5 May 2020, as supplemented by a supplemental agreement on 3 August 2020, and as further amended and restated on 30 October 2020 and as further amended and restated on 19 February 2021 and made between:

(each a “Mandated Lead Arranger” and collectively, the “Mandated Lead Arrangers”); and

WHEREAS,

with each advance under the Deferred Tranches (as defined below) being automatic and notional only, effected by means of a book entry to finance the repayment installment then due.

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:

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:

“Account Bank” means MUFG Bank, Ltd. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd. London Branch.), and which role shall, from the First Deferred Tranche Effective Date, no longer be relevant for the purposes of this Agreement.

“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.

“Additional Guarantee” means a guarantee of the Obligations provided by a New Guarantor in a form and substance substantially the same as the other Guarantees (reflecting any necessary logical and factual changes), with such changes, or otherwise in a form and substance, reasonably acceptable to the Facility Agent and acceptable to BpiFAE.

“Additional Subordination Agreement” means any subordination agreement with respect to the Second Priority Guarantee or the Third Priority Guarantee, as applicable, in a form and substance substantially the same as the other Subordination Agreements (reflecting any necessary logical and factual changes), with such changes, or otherwise in a form and substance, reasonably acceptable to the Facility Agent and the beneficiaries of any Indebtedness incurred by the relevant Guarantor, as applicable, and acceptable to BpiFAE.

“Adjustable Amount” means, as of any time of determination, $500,000,000; provided if the aggregate amount of New Capital is equal to or greater than $500,000,000, then the Adjustable Amount shall be $350,000,000.

“Adjusted Cash Balance” means, as of any date (the “Measurement Date”), the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries as determined in accordance with GAAP plus (a) any amounts available to be drawn by the Borrower and/or any of its Subsidiaries under committed but undrawn term loan or revolving credit facility agreements (excluding any amounts available under agreements where the proceeds are only intended to be used to fund the purchase of new Vessels) and less (b) the sum of (i) any scheduled payments of principal or interest (but for the purposes of anticipating any interest liabilities, the interest rate of any floating rate debt shall be determined based on reference rates then in effect at the Measurement Date) in respect of debt during the period commencing on the Measurement Date and ending on the date that is six months thereafter, (ii) any customer deposits held by the Borrower or its Subsidiaries for cruises that are scheduled to commence within three months of the Measurement Date and (iii) any planned Non-Financed Capex during the period commencing on the Measurement Date and ending on the date that is six months thereafter

“Adjusted EBITDA After Principal and Interest” means, for any Last Reported Fiscal Quarter, the Borrower’s EBITDA After Principal and Interest for such period, excluding those items, if any, that the Borrower has excluded in determining “Adjusted Net Income” for such period as disclosed in the Borrower’s annual report on 10-K or quarterly report on 10-Q, as applicable, for such Last Reported Fiscal Quarter, as evidenced pursuant to the relevant certificate to be submitted by the Borrower pursuant to Clause 8.1(q).

“Advanced Loan Deferral Period” means the period between 1 April 2020 and 31 March 2021 (inclusive).

“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 Agreement No.1” means the amendment agreement in respect of this Agreement dated 27 June 2016 between the Borrower, the Facility Agent, the BpiFAE Agent, the Documentation Bank, the Mandated Lead Arrangers and the Lenders. 

“Amendment and Restatement No.1” means the amendment and restatement agreement in respect of this Agreement dated 15 January 2016 between the Borrower, the Facility Agent, the BpiFAE Agent, the Documentation Bank, the Mandated Lead Arrangers and the Lenders.

“Amendment and Restatement No.2” means the amendment and restatement agreement in respect of this Agreement dated 15 August 2019 between the Borrower, the Facility Agent, the BpiFAE Agent, the Documentation Bank, the Mandated Lead Arrangers and the Lenders.

“Amendment and Restatement No.3” means the amendment and restatement agreement in respect of this Agreement dated 5 May 2020 between the Borrower, the Facility Agent, the BpiFAE Agent, the Documentation Bank, the Mandated Lead Arrangers and the Lenders pursuant to which this Agreement was amended in connection with, amongst other things, the Principles.

“Amendment and Restatement No.4” means the amendment and restatement agreement in respect of this Agreement dated 30 October 2020 between the Borrower, the Facility Agent, the BpiFAE Agent, the Mandated Lead Arrangers and the Lenders pursuant to which this Agreement was amended in connection with, amongst other things, the Principles.

“Amendment and Restatement No.5” means the amendment and restatement agreement in respect of this Agreement dated 19 February 2021 between the Borrower, the Facility Agent, the BpiFAE Agent, the Mandated Lead Arrangers and the Lenders.

“Annex VI” means Annex VI of the Protocol of 1997 (as subsequently amended from time to time) to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.

“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, as applicable:

in each case by referencing the last available Euros to Dollars exchange rate quoted on Bloomberg page “€ Currency HP” or its successor page.

“Applicable Spot Rate Euros Purchase” has the meaning ascribed to such term in Clause 3.7(c).

“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 any Drawing Request Amendment 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 (but for this purpose, excluding any Commitment of a Lender in respect of the Deferred Tranches) 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).

“B34 Facility Amendment Date” means 20 March 2018, being the effective date of the third supplemental amendment dated 16 March 2018 to (among other things) a credit facility supported by BpiFAE (pertaining to Hull No. B34) reflecting the alignment of certain provisions and covenants with Borrower’s revolving credit facility refinanced on 12 October 2017.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule; and (b) in relation to any state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

“Bank Indebtedness” means the Borrower’s Indebtedness up to a maximum aggregate principal amount of $5,300,000,000 under the following agreements (as amended, restated, supplemented, extended, refinanced, replaced or otherwise modified from time to time): (a) the USD1,550,000,000 revolving credit facility maturing in 2022 with Nordea Bank AB (publ), New York Branch as agent, (b) the USD1,925,000,000 revolving credit facility maturing in 2024 with The Bank of Nova Scotia as agent, (c) the USD1,000,000,000 term loan maturing on 5 April 2022 with Bank of America, N.A. as agent, (d) the USD300,000,000 term loan maturing on 7 June 2028 with Nordea Bank ABP, New York Branch as agent, (e) the USD55,827,065 term loan maturing on 5 December 2022 with Sumitomo Mitsui Banking Corporation as agent, (f) the €80,000,000 term loan maturing in November 2024 with Skandinaviska Enskilda Banken AB (publ) as agent, (g) the USD130,000,000 term loan maturing on 2 February 2023 with Industrial and Commercial Bank of China Limited, New York Branch as agent, (h) that certain guarantee dated 18 July 2016 with SMBC Leasing and Finance, Inc. as agent in connection with liabilities relating to the “Lease”, the “Construction Agency Agreement”, the “Participation Agreement” and any other “Operative Document” (as each term is defined in such guarantee) and (i) any other agreement (other than in connection with Credit Card Obligations) as to which the Second Priority Guarantors provide a first priority guarantee package.

“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.

“BpiFAE” means BpiFrance Assurance Export, the French export credit agency, a French société par action simplifiée à associé unique with its registered office at 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France, registered at the trade and companies registry of Créteil under number 815 276 308 and includes its successors in title or any other person succeeding to BpiFrance Assurance Export in the role as export credit agency of the Republic of France to manage and provide under its control, on its behalf and in its name the public export guarantees as provided by article L 432-1 of the French insurance code.

“BpiFAE Insurance Policy” means the insurance policy in respect of the Facility (including the Loan) issued by BpiFAE on 15 May 2014 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 BpiFAE Insurance Policy Amendment No.1, the BpiFAE Insurance Policy Amendment No.2, the BpiFAE Insurance Policy Amendment No.3 and the BpiFAE Insurance Policy Amendment No.4.

“BpiFAE Insurance Policy Amendment No.1” means the amendment to the BpiFAE Insurance Policy, made in connection with the transfer of the agency role from MUFG Bank, Ltd. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd. London Branch.) to the Facility Agent, to be issued by BpiFAE on or prior to the first deemed drawdown of the First Deferred Tranche in accordance with Clause 4.7 (Deferred Tranche Conditions Precedent).

“BpiFAE Insurance Policy Amendment No.2” means the amendment to the BpiFAE Insurance Policy, made in connection with the First Deferred Tranche arrangements and certain other matters related to the Amendment and Restatement No.3, to be issued by BpiFAE on or prior to the first deemed drawdown of the First Deferred Tranche in accordance with Clause 4.7 (First Deferred Tranche Conditions Precedent).

“BpiFAE Insurance Policy Amendment No.3” means the amendment to the BpiFAE Insurance Policy that was issued by BpiFAE to correct certain aspects of BpiFAE Insurance Policy Amendment No.2.

“BpiFAE Insurance Policy Amendment No.4” means the amendment to the BpiFAE Insurance Policy to be issued by BpiFAE on or prior to the first deemed drawdown of the Second Deferred Tranche in accordance with Clause 4.8 (Second Deferred Tranche Conditions Precedent).

“BpiFAE Premium” means the premium due to BpiFAE pursuant to the BpiFAE Insurance Policy in the USD amount set forth in Clause 2.2(a)(ii), payable by the Borrower to the Facility Agent (for the account of BpiFAE).

“Builder” means Chantiers de l’Atlantique S.A. (formerly 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 Dollars and/or Euros, any day (other than a Saturday or Sunday) on which banks are open for general business in New York City, London and Paris and which 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:

“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 zero eight per cent. (2.08%) per annum.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

“Commitment” means:

“Commitment Fee” has the meaning ascribed to such term in Clause 5.5 (Commitment Fee).

“Commitments Termination Date” means:

“Construction Contract” means the Contract for Construction and Sale of m.v. ‘Harmony of the Seas’ (ex 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 Continental Europe (previously HSBC France) and Société Générale as mandated lead arrangers with Société Générale as facility agent and as refinanced by the EUR Funding Entity.

“Covenant Modification Date” means the later to occur of (a) the expiry of the Financial Covenant Waiver Period and (b) the date upon which the financial covenants set out in Clause 9.4(a) have been modified in this Agreement in a form and substance satisfactory to BpiFAE, the Borrower and the Lenders.

“Covered Taxes” means any Taxes other than (a) 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, in each case by the jurisdiction under the laws of which such Lender 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 applicable Obligor’s activities in any such jurisdiction, and (b) any taxes imposed under FATCA.

“Credit Card Obligations” means any obligations of the Borrower under credit card processing arrangements or other similar payment processing arrangements entered into in the ordinary course of business of the Borrower.

“DDTL Indebtedness” means the Borrower’s Indebtedness (or, if such Indebtedness has not yet been incurred, the commitments by lenders to provide Indebtedness to the Borrower as of the effectiveness of the Amendment and Restatement No.4) in connection with that certain Commitment Letter, dated as of August 12, 2020, between the Borrower and MORGAN STANLEY SENIOR FUNDING INC. (as amended, restated, extended, supplemented, refinanced, replaced or otherwise modified from time to time).

“Debt Deferral Extension Regular Monitoring Requirements” means the general test scheme/reporting package in the form set out in Schedule P to this Agreement submitted or to be submitted (as the case may be) by the Borrower in accordance with Clause 8.1(n).

“Debt Incurrence” means any incurrence of Indebtedness for borrowed money by any Group Member, whether pursuant to a public offering or a Rule 144A or other private placement of debt securities (including any secured debt securities (but excluding any unsecured debt securities) convertible into equity securities) or an incurrence of loans under any loan or credit facility, or any issuance of bonds, other than:

“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.

“Deferred Costs Percentage” means, in respect of the First Deferred Tranche, 0.43% per annum.

“Deferred Tranches” means together, the First Deferred Tranche and the Second Deferred Tranche, and being in an aggregate amount not to exceed the Deferred Tranches Maximum Loan Amount and “Deferred Tranche” means either of them.

“Deferred Tranches Maximum Loan Amount” has the meaning given to it in Recital (D).

“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 (but for this purpose excluding the Deferred Tranche) is made under this Agreement.

“Dispose” means to sell, transfer, license, lease, distribute or otherwise transfer, and “Disposition” shall have a correlative meaning.

"Disruption Event" means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the party whose operations are disrupted.

“Documentation Bank” means from the date of this Agreement until 30 January 2020, MUFG Bank, Ltd. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd. London Branch.), and which shall from such date, no longer be relevant for the purposes of, or included in, the definition of Finance Parties.

“Dollar Equivalent” means any EUR amount converted into a corresponding USD amount by using the weighted average rate of currency hedges entered into by the Borrower pursuant to the Hedging Arrangements, including in such weighted average calculation the Applicable Spot Rate.

“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).

“Drawing Request Amendment Request” means a request to amend the Drawing Request duly executed by an Authorised Officer, substantially in the form of Schedule D (Form of Drawing Request Amendment Request).

“Early Warning Monitoring Period” means the period beginning on the Second Deferred Tranche Effective Date and ending on the last day of two consecutive Fiscal Quarters in which the Borrower has achieved a higher Adjusted EBITDA after Principal and Interest for such Fiscal Quarters when compared with the same calculation for the corresponding Fiscal Quarters of the 2019 Fiscal Year, as evidenced pursuant to the certificate to be submitted by the Borrower pursuant to Clause 8.1(q) (and such date shall be notified to the Borrower by the Facility Agent).

“EBITDA After Principal and Interest” means, for any Last Reported Fiscal Quarter, the Borrower’s consolidated operating income for such period plus any depreciation and amortization expenses that were deducted in calculating consolidated operating income for such period and minus (a) any scheduled amortization or maturity payments made during such period and (b) consolidated interest expense of the Borrower for such period (net of any capitalized interest and interest income), in each relevant case as determined in accordance with GAAP.

“ECA Financed Vessel” means any Vessel subject to any ECA Financing.

“ECA Financing” means any financing arrangement pursuant to which one or more ECA Guarantor provides guarantees or other credit support (including but not limited to a sale and leaseback transaction or bareboat charter or lease or an arrangement whereby a Vessel under construction is pledged as collateral to secure the Indebtedness of a shipbuilder, and, for the avoidance of doubt, committed but undrawn export credit agency facilities), entered into by the Borrower or a Subsidiary for the purpose of financing or refinancing all or any part of the purchase price, cost of design or construction of a Vessel or Vessels or the acquisition of Equity Interests of entities owning, or to own, Vessels.

“ECA Guarantor” means BpiFrance Assurance Export, Finnvera plc or Euler Hermes Aktiengesellschaft (or, in each case, any successor thereof).

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of a Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“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:

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.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities) but excluding any debt securities convertible into such Equity Interests.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“EUR Facility” means the EUR facility under the EUR Facility Agreement.

“EUR Facility Agent” means Société Générale in its capacity as facility agent for the EUR Facility Finance Parties.

“EUR Facility Agreement” means the Original EUR Facility Agreement as amended by the EUR Facility Amendment, the EUR Facility Amendment No. 2, the EUR Facility Amendment No. 3, the EUR Facility Amendment No. 4 and the EUR Facility Amendment No. 5.

“EUR Facility Amendment” means the amendment and restatement agreement in respect of the Original EUR Facility Agreement dated 15 April 2014 between the Borrower, the EUR Facility Agent, BNP Paribas, HSBC Continental Europe (previously HSBC France) and Société Générale as mandated lead arrangers and the EUR Facility Lenders.

“EUR Facility Amendment No. 2” means the amendment and restatement agreement in respect of the Original EUR Facility Agreement (as amended by the EUR Facility Amendment) dated 15 January 2016 between the Borrower, the EUR Facility Agent, BNP Paribas, HSBC Continental Europe (previously HSBC France) and Société Générale as mandated lead arrangers and the EUR Facility Lenders.

“EUR Facility Amendment No. 3” means the amendment agreement in respect of the Original EUR Facility Agreement (as amended by the EUR Facility Amendment and the EUR Facility Amendment No. 2) dated 27 June 2016 between the Borrower, the EUR Facility Agent, BNP Paribas, HSBC Continental Europe (previously HSBC France) and Société Générale as mandated lead arrangers and the EUR Facility Lenders.

“EUR Facility Amendment No. 4” means the amendment and restatement agreement in respect of the Original EUR Facility Agreement (as amended by the EUR Facility Amendment, EUR Facility Amendment No. 2 and the EUR Facility Amendment No. 3) dated 15 August 2019 between the Borrower, the EUR Facility Agent, BNP Paribas, HSBC Continental Europe (previously HSBC France) and Société Générale as mandated lead arrangers and the EUR Facility Lenders.

“EUR Facility Amendment No. 5” means the amendment and restatement agreement in respect of the Original EUR Facility Agreement (as amended by the EUR Facility Amendment, EUR Facility Amendment No. 2, the EUR Facility Amendment No. 3 and the EUR Facility Amendment No. 4) dated 6 May 2020 between the Borrower, the EUR Facility Agent, BNP Paribas, HSBC Continental Europe (previously HSBC France) and Société Générale as mandated lead arrangers and the EUR Facility Lenders.

“EUR Facility Amendment No. 6” means the amendment and restatement agreement in respect of the Original EUR Facility Agreement (as amended by the EUR Facility Amendment, EUR Facility Amendment No. 2, the EUR Facility Amendment No. 3, the EUR Facility Amendment No. 4 and the EUR Facility Amendment No.5) dated 19 February 2021 between the Borrower, the EUR Facility Agent, BNP Paribas, HSBC Continental Europe (previously HSBC France) and Société Générale as mandated lead arrangers and the EUR Facility Lenders.

“EUR Facility Finance Parties” means the parties to the EUR Facility Agreement (other than the Borrower).

“EUR Facility Lenders” means the Persons who are from time to time borrowers under the EUR Funding Agreement and lenders under the EUR Facility Agreement.

“EUR Funding Account” means a special segregated EUR account held in the Borrower's name at the Account Bank.

“EUR Funding Agents” means the EUR Funding Coordination Agent and the EUR Funding Paying Agent.

“EUR Funding Agreement” means the funding agreement dated 9 July 2013 (as amended by Funding Agreement Amendment No.1, Funding Agreement Amendment No.2 and the Funding Agreement Amendment No.3 (each as defined in the EUR Facility Agreement)) between the EUR Funding Entity, the EUR Funding Agents and the EUR Facility Lenders in their capacities as borrowers thereunder.

“EUR Funding Coordination Agent” means HSBC Continental Europe or any successor or assign of HSBC Continental Europe in such capacity as permitted under the EUR Funding Agreement.

“EUR 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 EUR Funding Agreement.

“EUR Funding Paying Agent” means Société Générale or any successor or assign of Société Générale in such capacity as permitted under the EUR Funding Agreement.

“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:

“FATCA Application Date” means:

“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 5.6 (Other Fees), and including the fee letters entered into in connection with Amendment and Restatement No.3.

“Final Maturity Date” means (a) in respect of the Loan (other than the Deferred Tranche) the date that is twelve (12) years after the Starting Date of Repayment, namely 12 May 2028, (b) in respect of the First Deferred Tranche, 12 November 2024 and (c) in respect of the Second Deferred Tranche, 12 November 2026.

“Finance Documents” means this Agreement, Amendment Agreement No.1, the Amendment and Restatement No.1, the Amendment and Restatement No.2, the Amendment and Restatement No.3, the Amendment and Restatement No.4, the Amendment and Restatement No.5 the Supplemental Agreement, the First Priority Guarantee, the Second Priority Guarantee, the Third Priority Guarantee, any Additional Guarantee, the Subordination Agreements, any Additional Subordination Agreement, any New Guarantor Subordination Agreement, each of the Fee Letters, the Drawing Request, any Drawing Request Amendment Request, the Funding Accounts Charge 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 BpiFAE Agent, the Lenders and from the date of this Agreement until 30 January 2020, the Documentation Bank.

“Financial Covenant Waiver Period” means the period from and including 1 April 2020 to and including 30 September 2022.

“First Deferral Period” means the period from and including the First Deferred Tranche Effective Date to and including 31 March 2021 (inclusive).

“First Deferred Tranche” means the aggregate of the advances deemed to be made by the Lenders under this Agreement from time to time during the First Deferral Period and in an aggregate amount not exceeding the First Deferred Tranche Maximum Amount or, as the case may be, the aggregate outstanding amount of such advances from time to time.

“First Deferred Tranche Effective Date” has the meaning given to it in Amendment and Restatement No.3.

“First Priority Assets” means the Vessels known on the date the Amendment and Restatement No.4 becomes effective as or that sailed under the name (i) Celebrity Constellation, (ii) Celebrity Equinox, (iii) Celebrity Millennium, (iv) Celebrity Silhouette, (v) Celebrity Summit, (vi) Celebrity Eclipse, (vii) Celebrity Infinity, (viii) Celebrity Reflection and (ix) Celebrity Solstice (it being understood that such Vessels shall remain “First Priority Assets” regardless of any change in name or ownership after such date).

“First Priority Guarantee” means the first priority guarantee granted by the First Priority Guarantor prior to the Amendment Effective Date (as defined in the Amendment and Restatement No.4) (and any other first priority guarantee granted by a First Priority Holdco Subsidiary in connection with becoming a First Priority Guarantor) in favor of the Facility Agent for the benefit of the Agents and the Lenders, in each case substantially in the form attached hereto as Schedule K.

“First Priority Guarantor” means Celebrity Cruise Lines Inc. (and any of its successors) and any other First Priority Holdco Subsidiary that has granted or, prior to that entity becoming a First Priority Holdco Subsidiary pursuant to a Disposal of a First Priority Asset in accordance with Section 9.5(a)(v)(A), will grant a First Priority Guarantee.

“First Priority Holdco Subsidiaries” means one or more Subsidiaries of the Borrower that directly own any of the Equity Interests issued by any other Subsidiary of the Borrower that owns any First Priority Assets.

“First Priority Release Event” means the occurrence of any event or other circumstance that results in either (x) 80% of the aggregate principal amount of Bank Indebtedness outstanding as of the effectiveness of the Amendment and Restatement No.4 (being $5,300,000,000 (and 80% of which is $4,240,000,000)) or (y) 100% of the aggregate principal amount of Secured Note Indebtedness outstanding as of the effectiveness of the Amendment and Restatement No.4 (being $3,320,000,000):

Notwithstanding the foregoing, a First Priority Release Event shall in no case occur if the Borrower has failed to pay any Indebtedness that is outstanding under any ECA Financing (including this Agreement) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise). For the avoidance of doubt, if a First Priority Release Event would have occurred but for the continuance of the payment default described above, then a First Priority Release Event will occur immediately upon that payment default being remedied.

“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:

“Fixed Rate” means a rate per annum equal to the aggregate of (a) the CIRR and (b) the Fixed Rate Margin.

“Fixed Rate Margin” means zero point forty five per cent. (0.45%) per annum.

“Floating Rate” means a rate per annum equal to the aggregate of (a) LIBOR and (b) the applicable Floating Rate Margin.

“Floating Rate Margin” means, for each Interest Period:

“Framework” means the document titled “Debt Deferral Extension Framework” in the form set out in Schedule O to this Agreement, and which sets out certain key principles and parameters relating to, amongst other things, the further temporary suspension of repayments of principal in connection with certain qualifying Loan Agreements (as defined therein) and being applicable to BpiFAE-covered loan agreements such as this Agreement and more particularly, the Second Deferred Tranche hereunder.

“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 BpiFAE and Natixis DAI.

“F.R.S. Board” means the Board of Governors of the Federal Reserve System or any successor thereto.

“Funding Accounts” means the EUR Funding Account and the USD Funding Account.

“Funding Accounts Charge” means the charge over the Funding Accounts to be entered into between the Borrower, the Finance Parties and the Account Bank.

“Funding Losses” means any amounts payable by the Borrower pursuant to Clause 6.5 (Funding Losses).

“Funds Flow Agreement” means the funds flow agreement (convention portant sur des flux des paiements) dated 31 July 2013 between the EUR Funding Entity, the EUR Facility Agent, the Borrower, the Builder, the facility agent under 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 Facility Agent on behalf of the 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 Agreements” means any agreements entered into by the Borrower from time to time in spot or forward currency markets for the purchase of Euros with Dollars in order to pay the Cash Contract Price.

“Hedging Arrangements” means the Borrower’s USD-to-EUR hedging arrangements under the Hedging Agreements.

“Hedging Euros Purchase” has the meaning ascribed to such term in Clause 3.7(c).

“Group” means the Borrower and its Subsidiaries from time to time.

“Group Member” means any entity that is a member of the Group.

“Group Member Guarantee” means any guarantee or other similar or analogous credit support arrangement granted by a Group Member (other than the Borrower) in support of the Indebtedness of another Group Member or any other Person.

“Guarantee” means the First Priority Guarantee, the Second Priority Guarantee, the Third Priority Guarantee and (if applicable) any Additional Guarantee and “Guarantees” means any or all of them.

“Guarantee Release Date” means the date upon which the First Priority Release Event, the Second Priority Release Event and the Third Priority Release Event have all occurred and accordingly, subject to Clause 9.5(g) (and in particular proviso (2) to such Clause 9.5(g)), each of the Guarantees has been released by the Facility Agent, and also being the date upon which, in accordance with Clause 9.12, certain provisions of this Agreement shall be replaced by the provisions set out in Schedule R.

“Guarantor” means the provider of any Guarantee from time to time and “Guarantors” means any or all of them.

“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 (including the Hedging Agreements).

“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:

“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 Disbursement Date (or, in the case of the Deferred Tranche, the date of the deemed advance of the relevant portion of the Deferred Tranche) and ending on (but not including) the first Repayment Date following such date (as the same may be adjusted pursuant to Clause 6.9(d)), and subsequently each succeeding period starting on (and including) the immediately preceding Repayment Date (as the same may be adjusted pursuant to Clause 6.9(d)) and ending on (but not including) the next Repayment Date (as the same may be adjusted pursuant to Clause 6.9(d)).“Investment Grade” means, with respect to Moody’s, a Senior Debt Rating of Baa3 or better and, with respect to S&P, a Senior Debt Rating of BBB- or better.

“Last Reported Fiscal Quarter(s)” means the most recently completed Fiscal Quarter(s) for which the Borrower has filed financial statements with the SEC as part of an annual report on 10-Q or a quarterly report on 10-Q.

“Lender” means:

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“Lender Assignment Agreement” means any Lender Assignment Agreement substantially in the form of Schedule F (Form of Lender Assignment Agreement).

“Lender Transfer Certificate” means any Lender Transfer Certificate substantially in the form of Schedule E (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 Basket Amount” is defined in Section 9.3(d).

“LIBOR” means, for any period:

in each case as of 10:00 a.m. (London time) on the Quotation Date for the offering of deposits in Dollars for a period comparable to such period, provided that, if such period is:

and, if any such rate is below zero (0), LIBOR shall be deemed to be zero (0).

“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 in an aggregate amount not to exceed the Maximum Loan Amount (and including for this purpose, the Deferred Tranches Maximum Loan Amount) or, as the case may be, the aggregate principal amount of such disbursement outstanding.

“Loan Release Date” means the date on which the EUR proceeds of the Hedging Euros Purchase and the Applicable Spot Rate Euros Purchase and the USD Retained Portion are released from the Funding Accounts in accordance with Clause 3.7(e).

“Longstop Date” means the two hundred and seventieth (270th) day following the Original Scheduled Delivery Date, being 24 January 2017.

“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) in respect of any drawn portion of a Deferred Tranche, or where the interest rate applicable to the Loan is otherwise calculated by reference to LIBOR, the applicable 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 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 to which it is a party.

“Material Guarantor” means (i) each of Celebrity Cruise Lines Inc., RCI Holdings LLC, RCL Cruise Holdings LLC and RCL Cruises Ltd (and each of their respective successors) and (ii) any other entity that becomes a First Priority Guarantor, a Second Priority Guarantor or a Third Priority Guarantor after the effectiveness of Amendment and Restatement No.4.

“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 the Dollar Equivalent of one hundred seventy eight million four hundred forty five thousand one hundred and seventy eight Euros (EUR 178,445,178), and which for this purpose shall include the Commitments in respect of the Deferred Tranches.

“Monthly Outflow” means, in respect of each monthly period, the quotient obtained by dividing:

as evidenced pursuant to the relevant certificate to be submitted by the Borrower pursuant to Clause 8.1(q).

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage” means the first priority ship mortgage to be granted by the Borrower in connection with the Construction Financing.

“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);

“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 Capital” means the aggregate gross amount of proceeds from any capital (whether in the form of debt, equity or otherwise) raised by the Borrower or any of its Subsidiaries in one or a series of financings after 1 January 2021 (including (a) amounts borrowed (that were previously undrawn) under committed term loan facilities existing as of such date and (b) Indebtedness borrowed in lieu of the committed term loan facilities described in the foregoing clause (a) if the incurrence of such Indebtedness results in a reduction or termination of such commitments); provided that proceeds of any capital raise which are used substantially concurrently for (i) the purchase price of a new Vessel or (ii) repayment of existing Indebtedness (other than Indebtedness (A) maturing no later than the end of the first full calendar year following the date of such repayment or (B) under any revolving credit agreement the repayment of which is not accompanied by a corresponding permanent reduction in the related revolving credit commitments), in each case, shall not constitute New Capital.

“New Financings” means proceeds from:

“New Guarantor” means, with respect to any Vessel delivered after the effectiveness of the Amendment and Restatement No.4, the Subsidiary of the Borrower that (a) directly owns the Equity Interests of the Principal Subsidiary that acquired such Vessel and (b) delivers an Additional Guarantee.

“New Guarantor Subordination Agreement” means a subordination agreement pursuant to which the Lenders’ rights under the applicable Additional Guarantee will be fully subordinated in right of payment to the rights of the beneficiaries of the applicable Senior Guarantee, which subordination agreement shall be in a form and substance substantially the same as the other Subordination Agreements (reflecting any necessary logical and factual changes), with such changes, or otherwise in a form and substance, reasonably acceptable to the Facility Agent and the agent, trustee or other representative for such Senior Guarantee.

“New Lender” has the meaning ascribed to such term in Clause 13.11 (Lender Transfers, Assignments and Participations).

“Non-Financed Capex” means, with respect to any period, (a) the aggregate amount of purchases of property (including Vessels) and equipment by the Borrower and its Subsidiaries during such period as determined in good faith by the Borrower minus (b) the aggregate amount of committed financing available to be drawn during such period to fund any such purchases of property and equipment.

“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.

“NYC Applicable Rate” means, in relation to any portion of the NYC Allowance utilised by the Borrower to pay any Non-Yard Costs, the USD-to-EUR rate used by the Borrower to convert the relevant USD amount into EUR for the purpose of the Builder invoicing the same to the Borrower in EUR in accordance with the Construction Contract.

“Obligations” means all obligations (payment or otherwise) of the Borrower arising under or in connection with this Agreement and the other Finance Documents.

“Obligors” means the Borrower and the Guarantors.

“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 EUR Facility Agreement” means the facility agreement dated 9 July 2013 between the Borrower, the EUR Facility Agent, BNP Paribas as documentation bank, BNP Paribas, HSBC Continental Europe (previously HSBC France) and Société Générale as mandated lead arrangers and the EUR Facility Lenders.

“Original Scheduled Delivery Date” means 29 April 2016.

“Other ECA Parties” means the facility agents acting on behalf of the creditors under any ECA Financing, whether existing on or after the effectiveness of the Amendment and Restatement No.4 (excluding the Facility Agent acting in any representative capacity in connection with this Agreement).

“Other Guarantees” means the guarantees issued, or to be issued, by any of the First Priority Guarantor, the Second Priority Guarantors, the Third Priority Guarantor or any New Guarantor in favor of any Other ECA Party; provided that any Other Guarantee issued by (a) the First Priority Guarantor shall be pari passu in right of payment with the First Priority Guarantee, (b) any Second Priority Guarantor shall be pari passu (or junior) in right of payment with the Second Priority Guarantee, (c) the Third Priority Guarantor shall be pari passu (or junior) in right of payment with the Third Priority Guarantee and (d) any New Guarantor shall be pari passu in right of payment with each Additional Guarantee issued by such New Guarantor.

“Other Senior Parties” means each agent, trustee or other representative in respect of Bank Indebtedness or Credit Card Obligations.

“Other Vessel” means a passenger cruise vessel (other than the Purchased Vessel) owned by a Group Member.

“Pari Passu Creditor” means with respect to any Group Member, any creditor under or in respect of any Indebtedness incurred by such Group Member (including in respect of any ECA Financing) which is not, as at 31 December 2020, secured by a Lien over a Vessel or which, at any time (whether pursuant to the operation of Clause 8.12(d) or otherwise), shares in the same security and/or guarantee package as the Lenders.

“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.

“Permitted Refinancing” means, in respect of any Indebtedness or commitments, any amendment, restatement, extension, renewal, refinancing or replacement that does not increase the aggregate principal amount of such Indebtedness or commitments outstanding at the time of such Permitted Refinancing other than by the amount of unpaid accrued interest and premium thereon and underwriting discounts, fees, commissions and expenses associated with such amendment, restatement, supplement, refinancing or other modification.

“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.

“Poseidon Principles” means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published in June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organisation from time to time.

“Post-Disbursement Delay” means a delay of the delivery of the Purchased Vessel beyond the date contemplated in a Drawing Request which occurs after the Disbursement Date and prior to the Loan Release Date.

“Pre-Disbursement Delay” means a delay of the delivery of the Purchased Vessel beyond the date contemplated in a Drawing Request which occurs prior to the Disbursement Date.

“Pre-Disbursement Delay Fee” has the meaning ascribed to such term in Clause 5.4 (Pre-Disbursement Delay Fee).

“Principal Subsidiary” means any Subsidiary of the Borrower that owns a Vessel.

“Principles” means the document titled "Cruise Debt Holiday Principles" and dated 6 April 2020 in the form of Schedule H (The Principles), which document sets out certain key principles and parameters relating to, amongst other things, the temporary suspension of repayments of principal in connection with certain qualifying Loan Agreements (as defined therein) and being applicable to BpiFAE-covered loan agreements such as this Agreement.

“Purchase Price” means, with respect to any Vessel, the book value of such Vessel at the time initially acquired by a Principal Subsidiary.

“Purchased Vessel” means the passenger cruise vessel, “Harmony of the Seas”, 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 Banco Santander, S.A. and Citibank 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 specified in the relevant part of Schedule B (Repayment Schedule), as such Schedule B (Repayment Schedule) was substituted on the Second Deferred Tranche Effective Date.

“Required Lenders” means, at any time, Lenders that in the aggregate, hold more than sixty two point six per cent. (62.6%) 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 two point six per cent. (62.6%) of the Commitments.

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“Restricted Loan Arrangement” means any loan or credit (including any seller’s credit granted in connection with the sale of a Vessel or other assets (and provided that any such sale complies with the provisions of Clause 11.1(m)(iii))) made available by a Group Member to any Person but excluding any such loan or credit that is provided:

provided that no Group Member shall be permitted to make or grant any new loan or other credit (or make any further advances in respect of any existing loan or other credit) of any kind to any Person at any time where an Event of Default or a Mandatory Prepayment Event has occurred and is continuing. It is agreed that for the purpose of this definition “credit” shall not include any short term trade and/or operational receivables owing to a Group Member by a Person who is not a Group Member and which are created or arise in the ordinary course of business.

“Restricted Payments” means any dividend or other distribution (whether in cash, securities or other property (other than Equity Interests), with respect to any Equity Interests in the Borrower, or any share buy-back program or other payment (whether in cash, securities or other property (other than Equity Interests)), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower.

“Restricted Voluntary Prepayment” means, in respect of any Indebtedness for borrowed money of any Group Member (other than any such Indebtedness incurred pursuant to an ECA Financing), the relevant Group Member elects to prepay, repay or redeem that Indebtedness prior to its scheduled maturity date other than:

and provided that in the case of each of paragraph (a) to (c) above, in no circumstances shall a Group Member apply excess cash in prepayment, repayment or redemption of any such Indebtedness under any ‘cash sweep’ mechanism or similar prepayment provision (and if excess cash is used in this manner in connection with any such prepayment, repayment or redemption the carve out above shall not apply).

“S&P” means Standard & Poor’s Financial Services LLC, a wholly-owned subsidiary of The McGraw-Hill Financial Inc.

“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.

“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.

“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 London interbank offered rate administered by ICE Benchmark Administration Limited (or any other Person which takes over the administration of that rate) for the relevant period displayed on the Reuters Libor01 screen (or any successor screen 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.

“Second Deferral Period” means the period between and, in each case, including the Second Deferred Tranche Effective Date and 31 March 2022.

“Second Deferred Tranche Effective Date” has the meaning given to the term “Amendment Effective Date” in the Amendment and Restatement No.5.

“Second Deferred Tranche” means the aggregate of the advances deemed to be made by the Lenders under this Agreement from time to time during the Second Deferral Period (and corresponding to each repayment installment of the Loan (including the First Deferred Tranche) falling due during such period) and in an aggregate amount not exceeding the Second Deferred Tranche Maximum Loan Amount or, as the case may be, the aggregate outstanding amount of such advances from time to time.

“Second Priority Assets” means the Vessels known on the date the Amendment and Restatement No.4 becomes effective as or that sailed under the name (i) Azamara Quest, (ii) Azamara Pursuit, (iii) Azamara Journey, (iv) Celebrity Edge, (v) Celebrity Apex, (vi) Celebrity Flora, (vii) Celebrity Xpedition, (viii) Celebrity Xperience, (ix) Celebrity Xploration, (x) Monarch, (xi) Horizon and (xii) Sovereign (it being understood that such Vessels shall remain “Second Priority Assets” regardless of any change in name or ownership after such date).

“Second Priority Guarantee” means the second priority guarantee granted by the Second Priority Guarantors prior to the Amendment Effective Date (as defined in the Amendment and Restatement No.4) (and any other second priority guarantee granted by a Second Priority Holdco Subsidiary in connection with becoming a Second Priority Guarantor) in favor of the Facility Agent for the benefit of the Agents and the Lenders, in each case substantially in the form attached hereto as Schedule L.

“Second Priority Guarantors” means RCL Cruise Holdings LLC, Torcatt Enterprises S.A., RCL Holdings Cooperatief UA, RCL Cruises Ltd and RCL Investments Ltd (and any of their respective successors) and any other Second Priority Holdco Subsidiary that has granted or, prior to that entity becoming a Second Priority Holdco Subsidiary pursuant to a Disposal of a Second Priority Asset in accordance with Section 9.5(b)(iii)(A), will grant a Second Priority Guarantee.

“Second Priority Holdco Subsidiaries” means (a) RCL Cruises Ltd. or any other Subsidiaries of the Borrower that directly own all of the equity interests in (i) RCL TUI Cruises German Verwaltungs GmbH and (ii) RCL TUI Cruises German Holding GmbH & Co. KG and (b) one or more Subsidiaries of the Borrower that directly own any of the Equity Interests issued by any other Subsidiary of the Borrower that owns any Second Priority Asset. For the avoidance of doubt, Second Priority Holdco Subsidiaries shall not include any Principal Subsidiary.

“Second Priority Release Event” means the occurrence of any event or other circumstance that results in either (x) 80% of the aggregate principal amount of Bank Indebtedness outstanding as of the effectiveness of the Amendment and Restatement No.4 (being $5,300,000,000 (and 80% of which is $4,240,000,000)) or (y) 100% of the aggregate principal amount of Secured Note Indebtedness outstanding as of the effectiveness of the Amendment and Restatement No.4 (being $3,320,000,000):

and which, in the case of (y) above, has resulted in the release of (or will result in the substantially simultaneous release of) each guarantee granted by the Second Priority Guarantors in respect of the Bank Indebtedness.

Notwithstanding the foregoing, a Second Priority Release Event shall in no case occur if the Borrower has failed to pay any Indebtedness that is outstanding under any ECA Financing (including this Agreement) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise). For the avoidance of doubt, if a Second Priority Release Event would have occurred but for the continuance of the payment default described above, then a Second Priority Release Event will occur immediately upon that payment default being remedied.

“Secured Note Indebtedness” means the Borrower’s Indebtedness under the Secured Note Indenture.

“Secured Note Indenture” means that certain Indenture, dated as of May 19, 2020 (as amended, supplemented, extended, refinanced, replaced and/or otherwise modified from time to time) in respect of the $1,000,000,000 10.875% senior secured notes due 2023 and $2,320,000,000 11.50% senior secured notes due 2025, by and among the Borrower, as issuer, the guarantors party thereto from time to time, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee and as security agent.

“Senior Guarantee” means any guarantee by a New Guarantor of Indebtedness incurred by the Borrower or any of its Subsidiaries after the effectiveness of the Amendment and Restatement No.4; provided that the aggregate principal amount of Indebtedness guaranteed under any Senior Guarantee shall in no case exceed 10.0% of the Purchase Price of the relevant Vessel owned by the Principal Subsidiary of such New Guarantor that acquired such Vessel.

“Senior Parties” means each agent, trustee or other representative in respect of Unsecured Note Indebtedness or DDTL Indebtedness.

“Statement of Compliance” means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

“Starting Date of Repayment” means (a) in respect of the Loan (but for this purpose excluding the Deferred Tranches) the date notified to the Facility Agent by the EUR Facility Agent in writing pursuant to a notice substantially in the form of Schedule G (Form of Notice of Starting Date of Repayment) and (b) in respect of the relevant portion of either Deferred Tranche, the date upon which such portion of the relevant Deferred Tranche was deemed to be advanced pursuant to Clause 3.9 (and being the date of the relevant Repayment Date falling during the First Deferral Period (in the case of the First Deferred Tranche) and the date of the relevant Repayment Date falling during the Second Deferral Period (in the case of the Second Deferred Tranche)).

“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.

“Subordination Agreement” means any subordination agreement with respect to the Second Priority Guarantee or the Third Priority Guarantee executed by the Facility Agent and any of the Senior Parties or Other Senior Parties.

“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.

“Supplemental Agreement” means the supplemental agreement in respect of this Agreement dated 3 August 2020 between the Borrower and the Facility Agent, pursuant to which certain modifications were made to this Agreement.

“TARGET Day” means any day on which TARGET2 is open for the settlement of payments in Euros.

“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 any 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.

“Third Priority Assets” means the Vessels known on the date the Amendment and Restatement No.4 becomes effective as (i) Symphony of the Seas, (ii) Oasis of the Seas, (iii) Harmony of the Seas, (iv) Spectrum of the Seas, (v) Quantum of the Seas, (vi) Ovation of the Seas and (vii) Anthem of the Seas (it being understood that such Vessels shall remain “Third Priority Assets” regardless of any change in name or ownership after the such date).

“Third Priority Guarantee” means the third priority guarantee granted by RCI Holdings LLC prior to the Amendment Effective Date (as defined in the Amendment and Restatement No.4) (and any other third priority guarantee granted by a Third Priority Holdco Subsidiary in connection with becoming a Third Priority Guarantor) in favor of the Facility Agent for the benefit of the Agents and the Lenders, in each case substantially in the form attached hereto as Schedule M.

“Third Priority Guarantor” means RCI Holdings LLC (and any of its successors) and any other Third Priority Holdco Subsidiary that has granted or, prior to that entity becoming a Third Priority Holdco Subsidiary pursuant to a Disposal of a Third Priority Asset in accordance with Section 9.5(c)(iii)(A), will grant a Third Priority Guarantee.

“Third Priority Holdco Subsidiaries” means one or more Subsidiaries of the Borrower that directly own any of the Equity Interests issued by any other Subsidiary of the Borrower that owns any Third Priority Asset.

“Third Priority Release Event” means the occurrence of any event or other circumstance that results in either (x) 80% of the aggregate principal amount of Bank Indebtedness outstanding as of the effectiveness of the Amendment and Restatement No.4 (being $5,300,000,000 (and 80% of which is $4,240,000,000)) or (y) 100% of the aggregate principal amount of Unsecured Note Indebtedness and the DDTL Indebtedness outstanding as of the effectiveness of the Amendment and Restatement No.4 (being, in aggregate, $1,700,000,000):

and which, in the case of (y) above, has resulted in the release of (or will result in the substantially simultaneous release of) each guarantee granted by the Third Priority Guarantor in respect of the Unsecured Note Indebtedness, the DDTL Indebtedness and the Bank Indebtedness.

Notwithstanding the foregoing, a Third Priority Release Event shall in no case occur if the Borrower has failed to pay any Indebtedness that is outstanding under any ECA Financing (including this Agreement) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise). For the avoidance of doubt, if a Third Priority Release Event would have occurred but for the continuance of the payment default described above, then a Third Priority Release Event will occur immediately upon that payment default being remedied.

“Transaction Documents” means, collectively, the Finance Documents, the Funds Flow Agreement, the Funds Flow 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:

“UK Bail-In Legislation” means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 of Directive 2014/59/EU) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“United States” or “U.S.” means the United States of America, its fifty States and the District of Columbia.

“Unsecured Note Indebtedness” means the Borrower’s Indebtedness under the Unsecured Note Indenture.

“Unsecured Note Indenture” means that certain Indenture, dated as of June 9, 2020 (as amended, supplemented, extended, refinanced, replaced and/or otherwise modified from time to time) in respect of the $1,000,000,000 9.125% senior notes due 2023, by and among the Borrower, as issuer, the guarantor party thereto, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee.

“USD Funding Account” means a special segregated USD account held in the Borrower's name at the Account Bank.

“USD Retained Portion” means the portion of the Loan to be used to pay (i) any portion of the NYC Allowance that the Builder invoices to the Borrower in accordance with the Construction Contract in EUR, converted into USD at the relevant NYC Applicable Rate and (ii) the BpiFAE Premium.

“VAT” means:

“Vessel” means the Purchased Vessel and any Other Vessel.

“Write-Down and Conversion Powers” means (a) with respect to any Resolution Authority, the write-down and conversion powers of such Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) in relation to any UK Bail-In Legislation: (i) any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and (ii) any similar or analogous powers under that UK Bail-In Legislation.

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. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Subject to the terms and conditions of this Agreement, the Lenders make available to the Borrower a term loan credit facility in Dollars in a maximum aggregate amount equal to the Maximum Loan Amount.

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.

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 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.

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.

The Borrower may utilise the Facility by delivery of a duly completed Drawing Request to the Facility Agent at or before 9:00 a.m. (London 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 of any Drawing Request by forwarding a copy thereof to each Lender, together with its attachments.

The Lenders shall not be obliged to make the Facility available except in accordance with Clause 3.7 (Disbursement; Hedging Arrangements) and 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 and the other Finance Documents, to disburse the proceeds of the Loan (other than the USD Retained Portion) in accordance with Clause 3.7 (Disbursement; Hedging Arrangements) and, upon the receipt of the EUR proceeds of the Hedging Euros Purchase and the Applicable Spot Rate Euros Purchase into the EUR Funding Account, to disburse such proceeds and the USD Retained Portion from the Funding Accounts in the apportionment set out in Clause 2.2 (Purpose).

Any advance under a Deferred Tranche shall be automatically made available in the manner contemplated by Recital (D) and, accordingly, other than this Clause 3.9, the other provisions of Clause 3 shall not apply to a deemed advance of any part of either Deferred Tranche, and all references to Loan and/or the Facility in the remainder of this Clause 3 shall be deemed to exclude the Deferred Tranches.

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:

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

this Agreement, the Funding Accounts Charge and each Fee Letter, in each case duly executed by each of the parties hereto and thereto;

opinions, addressed to the Facility Agent, each Original Lender, the BpiFAE Agent, each Mandated Lead Arranger and the Documentation Bank, from:

each of which shall also be in form and substance satisfactory to the Mandated Lead Arrangers;

evidence that the Borrower’s process agent described in Clause 13.14(d) has accepted its appointment;

the EUR Facility Amendment duly executed by each of the parties thereto; and

the Funds Flow Amendment duly executed by each of the parties thereto.

The obligations of the Lenders to fund the Loan (excluding the Deferred Tranches) 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 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:

each Hedging Agreement in respect of which the Borrower's hedging counterparty has been identified in paragraph 3(a) (Hedging Euros Purchase) of the Drawing Request and each Hedging Agreement entered into with a Finance Party or EUR Facility Finance Party (as applicable) as contemplated by Clause 3.6(a)(ii), in each case duly executed by each of the parties thereto;

opinions, addressed to the Facility Agent, each Lender, the BpiFAE Agent, each Mandated Lead Arranger and the Documentation Bank, from:

each of which shall also be in form and substance satisfactory to the Mandated Lead Arrangers;

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;

confirmation that, both before and after giving effect to the disbursement of the Loan, the following statements shall be true and correct:

originals of:

evidence that no Lien, other than the Mortgage, is recorded over the Purchased Vessel.

The obligations of the Facility Agent to procure that the EUR proceeds of the Hedging Euros Purchase and the Applicable Spot Rate Euros Purchase are disbursed from the EUR Funding Account and that the USD Retained Portion is disbursed from the USD Funding Account in the apportionment set out in Clause 2.2 (Purpose) on the Effective Delivery Date are subject to the Facility Agent's receipt (or waiver in writing), prior to or concurrently with the disbursement of such EUR proceeds and the USD Retained Portion, of the following documents, information, evidence and confirmations, each in form and substance satisfactory to the Facility Agent:

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;

evidence that the BpiFAE Insurance Policy is in full force and effect (subject only to the full payment of the BpiFAE Premium) and has not been suspended, repudiated, terminated, invalidated or cancelled (in whole or in part), which shall also be in form and substance satisfactory to the Mandated Lead Arrangers;

confirmation that, both before and after giving effect to the disbursement of such EUR proceeds and the USD Retained Portion, the statements set forth in Clause 4.2(f) (Representations and Warranties, no Default, no Mandatory Prepayment Event, etc.) continue to be true and correct, in each case by reference to the facts and circumstances then existing;

evidence that there continues to be no Lien, other than the Mortgage, recorded over the Purchased Vessel;

evidence that, if the Hedging Euros Purchase and the Applicable Spot Rate Euros Purchase have not resulted in sufficient EUR (when taken together with the EUR to be advanced under the EUR Facility Agreement as described in the then-effective drawing request under the EUR Facility Agreement) to pay the entire Delivery Installment to the Builder, the Borrower has paid such shortfall to the Builder with its own funds.

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 BpiFAE, provided that any waiver of or in respect of the conditions specified in Clause 4.1(f) (Funds Flow Amendment) shall be subject to the prior written consent of the Borrower.

The First Deferred Tranche shall only be advanced pursuant to Clause 3.9 (Deemed Advance of Deferred Tranches) and Recital (D) if prior to the date of the first such advance, the Facility Agent shall have received (in a form and substance satisfactory to it):

The Second Deferred Tranche shall only be advanced pursuant to Clause 3.9 (Deemed Advance of Deferred Tranche) and Recital (D) if prior to the date of the first such advance, the Facility Agent shall have received (in a form and substance satisfactory to it):

(c)

(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,

Interest on the outstanding principal amount of the Loan shall accrue and be payable in accordance with this Clause 5.3 (Interest Provisions).

provided that:

After the date on which 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, the Pre-Disbursement Delay 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 the sum of overnight LIBOR as quoted at 11:00 a.m. (London time) plus three point two zero per cent. (3.20%) per annum.

For the avoidance of doubt, the Fixed Rate shall not be available during or with respect to any period prior the Effective Delivery Date.

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.

All interest and fees under the Finance Documents (including, for the avoidance of doubt, the Commitment Fee, the Pre-Disbursement Delay 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.

Except as otherwise agreed in this Agreement or in any of the other Finance Documents, all payments by the Borrower hereunder and under the other Finance Documents shall be made in Dollars. 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.

The Facility Agent shall obtain from each Reference Bank timely information for the purpose of determining LIBOR in the event that LIBOR 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 LIBOR 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, 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 LIBOR made by reference to quotations of interest rates furnished by Reference Banks.

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 asserts that it is unlawful for such Lender to make, continue or maintain the Loan (including the Deferred Tranches), its participation therein bearing interest at a rate based on LIBOR, then the obligation of such Lender to make, continue or maintain its participation in the Loan 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 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 that is the equivalent of the sum of LIBOR for the relevant Interest Period plus the applicable Floating Rate Margin.

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 6.3(b)(i) and/or 6.3(b)(ii) above (hereinafter called a “Market Disruption Notice”).

and the result of any of the foregoing is either (A) to increase the cost to such Lender of making or maintaining its participation in the Loan or any part thereof (including the Deferred Tranches), (B) to reduce the amount of any payment received by such Lender or its effective return hereunder or on its capital or (C) 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, in any such case, if such increase or reduction in the opinion of such Lender materially affects the interests of such Lender: