Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
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4: EX-10.11 Material Contract HTML 44K
5: EX-10.12 Material Contract HTML 37K
6: EX-10.13 Material Contract HTML 37K
2: EX-10.9 Material Contract HTML 41K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
16: R1 Cover Page HTML 78K
17: R2 Consolidated Statements of Comprehensive (Loss) HTML 142K
Income
18: R3 Consolidated Balance Sheets HTML 127K
19: R4 Consolidated Balance Sheets (Parenthetical) HTML 45K
20: R5 Consolidated Statements of Cash Flows HTML 159K
21: R6 Consolidated Statements of Shareholders' Equity HTML 74K
22: R7 Consolidated Statements of Shareholders' Equity HTML 28K
(Parenthetical)
23: R8 General HTML 49K
24: R9 Summary of Significant Accounting Policies HTML 32K
25: R10 Impairment and Credit Losses HTML 97K
26: R11 Revenues HTML 78K
27: R12 (Loss) Earnings Per Share HTML 45K
28: R13 Other Assets HTML 68K
29: R14 Debt HTML 98K
30: R15 Leases HTML 118K
31: R16 Redeemable Noncontrolling Interest HTML 45K
32: R17 Commitments and Contingencies HTML 72K
33: R18 Shareholders' Equity HTML 30K
34: R19 Changes in Accumulated Other Comprehensive Income HTML 90K
(Loss)
35: R20 Fair Value Measurements and Derivative Instruments HTML 456K
36: R21 Restructuring Charges HTML 64K
37: R22 Summary of Significant Accounting Policies HTML 40K
(Policies)
38: R23 Impairment and Credit Losses (Tables) HTML 116K
39: R24 Revenues (Tables) HTML 63K
40: R25 (Loss) Earnings Per Share (Tables) HTML 44K
41: R26 Other Assets (Tables) HTML 53K
42: R27 Debt (Tables) HTML 76K
43: R28 Leases (Tables) HTML 74K
44: R29 Redeemable Noncontrolling Interest (Tables) HTML 41K
45: R30 Commitment and Contingencies (Tables) HTML 59K
46: R31 Changes in Accumulated Other Comprehensive (Loss) HTML 90K
Income (Tables)
47: R32 Fair Value Measurements and Derivative Instruments HTML 456K
(Tables)
48: R33 Restructuring Charges (Tables) HTML 61K
49: R34 General (Details) HTML 127K
50: R35 Impairment and Credit Losses - Schedule of HTML 46K
Goodwill (Details)
51: R36 Impairment and Credit Losses - Narrative (Details) HTML 80K
52: R37 Impairment and Credit Losses - Intangible Assets HTML 56K
(Details)
53: R38 Impairment and Credit Losses - Summary of Credit HTML 34K
Loss Allowance (Details)
54: R39 Revenues - Narrative (Details) HTML 54K
55: R40 Revenues - Disaggregation of Revenue (Details) HTML 59K
56: R41 (Loss) Earnings Per Share (Details) HTML 54K
57: R42 (Loss) Earnings Per Share - Narrative (Details) HTML 36K
58: R43 Other Assets - Narrative (Details) HTML 135K
59: R44 Other Assets - Share of Equity Income From HTML 36K
Investments (Details)
60: R45 Other Assets - Notes Receivable Due From Equity HTML 35K
Instruments (Details)
61: R46 Other Assets - Related Party Transactions HTML 30K
(Details)
62: R47 Debt - Summary of Debt (Details) HTML 106K
63: R48 Debt - Narrative (Details) HTML 351K
64: R49 Debt - Schedule of Convertible Notes (Details) HTML 41K
65: R50 Debt - Schedule of Maturities (Details) HTML 41K
66: R51 Leases - Narrative (Details) HTML 51K
67: R52 Leases - Schedule of Lease Expense (Details) HTML 43K
68: R53 Leases - Schedule of Lease Terms and Discount HTML 36K
Rates (Details)
69: R54 Leases - Supplemental Noncash Information HTML 32K
(Details)
70: R55 Leases - Schedule of Lease Maturities (Details) HTML 64K
71: R56 Redeemable Noncontrolling Interest - Narrative HTML 51K
(Details)
72: R57 Redeemable Noncontrolling Interest - Schedule of HTML 41K
Redeemable Noncontrolling Interest (Details)
73: R58 Commitments and Contingencies - Narrative HTML 126K
(Details)
74: R59 Commitment and Contingencies - Capital Commitments HTML 65K
(Details)
75: R60 Shareholders' Equity (Details) HTML 45K
76: R61 Changes in Accumulated Other Comprehensive (Loss) HTML 52K
Income - Changes in AOCI by Component (Details)
77: R62 Changes in Accumulated Other Comprehensive (Loss) HTML 67K
Income - Reclassifications (Details)
78: R63 Changes in Accumulated Other Comprehensive Income HTML 46K
(Loss) - Narrative (Details)
79: R64 Fair Value Measurements and Derivative Instruments HTML 55K
- Estimated Fair Value (Details)
80: R65 Fair Value Measurements and Derivative Instruments HTML 64K
- Recurring (Details)
81: R66 Fair Value Measurements and Derivative Instruments HTML 99K
- Nonrecurring (Details)
82: R67 Fair Value Measurements and Derivative Instruments HTML 51K
- Offsetting of Derivative Instruments (Details)
83: R68 Fair Value Measurements and Derivative Instruments HTML 79K
- Derivative Instruments, Interest Rate Risk,
Foreign Currency Exchange Rate Risk (Narrative)
(Details)
84: R69 Fair Value Measurements and Derivative Instruments HTML 82K
- Interest Rate Risk (Details)
85: R70 Fair Value Measurements and Derivative Instruments HTML 49K
- Fuel Price Risk (Details)
86: R71 Fair Value Measurements and Derivative Instruments HTML 71K
- Balance Sheet (Details)
87: R72 Fair Value Measurements and Derivative Instruments HTML 68K
- Income Statement Hedging Instruments (Details)
88: R73 Fair Value Measurements and Derivative Instruments HTML 33K
- Balance Sheet Hedging Instruments (Details)
89: R74 Fair Value Measurements and Derivative Instruments HTML 70K
- Designated Cash Flow Hedges (Details)
90: R75 Fair Value Measurements and Derivative Instruments HTML 29K
- Non-Derivative Net Investment (Details)
91: R76 Fair Value Measurements and Derivative Instruments HTML 37K
- Derivatives Not Designated as Hedging
Instruments (Details)
92: R77 Fair Value Measurements and Derivative Instruments HTML 34K
- Credit Related Contingent Features (Details)
93: R78 Restructuring Charges - Narrative (Details) HTML 41K
94: R79 Restructuring Charges - Summary of Changes HTML 69K
(Details)
96: XML IDEA XML File -- Filing Summary XML 173K
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95: EXCEL IDEA Workbook of Financial Reports XLSX 159K
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Supplemental Agreement in relation to the extension of the
waiver period for financial covenants in the EUR Facility Agreement
in respect of m.v. ‘Harmony of the Seas’
Dated: 4 August 2020
1We refer to:
(a)the EUR facility agreement
dated 9 July 2013 (as amended and restated from time to time, including by way of the Amendment Agreement (as defined below), the Facility Agreement) in respect of the financing of the acquisition of m.v. Harmony of the Seas (ex hull no. A34) and made between, amongst others, Royal Caribbean Cruises Ltd. as borrower (the Borrower), Société Générale as facility agent (the Facility Agent) and the banks and financial institutions listed therein as lenders (the Lenders);
(b)the amendment agreement dated 6 May 2020 (the Amendment Agreement) entered into by the parties to the Facility Agreement, and pursuant to which the Facility Agreement was
amended in accordance with the Principles (as defined therein); and
(c)the consent request email sent by the Borrower to the Facility Agent on 24 June 2020 (the Consent Request), pursuant to which the Borrower has requested an extension of the application of certain amendments previously made to the Facility Agreement by virtue of the Amendment Agreement.
2Words and expressions defined in the Facility Agreement shall have the same meaning when used in this agreement.
3Pursuant to the Amendment Agreement, it has been agreed that the financial covenants set out in clause 9.4 of the Facility Agreement (the Financial Covenants)
shall continue to be tested in accordance with the existing terms of the Facility Agreement (and the reporting obligations of the Borrower in respect of such Financial Covenants shall continue to apply) but that, subject to the conditions set out in clause 11.1(e) of the Facility Agreement, any breach of the Financial Covenants arising during the Advanced Loan Deferral Period shall not constitute a Mandatory Prepayment Event (the Financial Covenant Waiver).
4It is hereby agreed that pursuant to the Consent Request, the Financial Covenant Waiver shall, with effect from the date of this agreement, be extended from the last day of the Advanced Loan Deferral Period until and including 31 December 2021 (and the reference to ‘Advanced Loan Deferral Period’ in each of clause 8.1(n) to (p) (inclusive) and clause 11.1(e) of the Facility Agreement
shall be construed accordingly).
5The above extension is granted on the basis that a breach of the Financial Covenants which arises at a time when an Event of Default under clause 10.1(e) to (g) inclusive of the Facility Agreement has occurred and is continuing, or a Mandatory Prepayment Event under clauses 11.1(o) or 11.1(p) of the Facility Agreement has occurred, shall continue to constitute a Mandatory Prepayment Event.
6In addition to the conditions referred to in paragraph 5 above, it is acknowledged and agreed that the extension granted pursuant to paragraph 4 above (or, as the case may be in relation to (a) below, the continued availability of that extension) is subject to the following conditions:
(a)the execution of all of the Guarantees by the Guarantors (as such
terms are defined in the schedule to this letter) in favour of, amongst others, the Lenders, together with all necessary ancillary and supporting documentation related to the execution of such Guarantees (including such subordination and intercreditor documentation as may be required by the senior creditors), by no later than 15 October 2020 (or such later date as may be agreed by the Lenders and BpiFAE) and with such Guarantees being
executed in favour of the Lenders and any such ancillary and supporting documentation to which the Lenders are a party to be in a form and substance, and documented in a manner, mutually acceptable to, amongst others, the Borrower, the Lenders
and BpiFAE (each acting reasonably); and
(b)the payment by the Borrower to the Facility Agent (for the account of the Lenders) of a testing suspension fee in the amount of EUR5,000 per Lender which has, as at the date of this agreement, provided its approval in respect of the matters contained in this agreement to the Facility Agent. The fee shall be payable on the date falling no later than five Business Days after the date of this Agreement and shall be made free and clear of any deduction, restriction or withholding and in immediately available freely transferable cleared funds and in Euros to the following account or such other account(s) as the Facility Agent may notify the Borrower of in advance:
Beneficiary : SOCIETE GENERALE PARIS
SWIFT:
Account:
Ref.
7The Borrower represents and warrants that each of the representations contained in clause 7 of the Facility Agreement shall be deemed repeated by the Borrower (by reference to any applicable date stated therein but otherwise by reference to the facts and circumstances then existing) at the date of this agreement.
8Save as expressly amended by this agreement, all other terms and conditions of the Facility Agreement and the other Finance Documents shall remain unaltered in full force and effect.
9This agreement is a Finance Document.
10No term of this agreement is enforceable under the Contracts
(Rights of Third Parties) Act 1999 by anyone who is not a party to this agreement.
11This agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this agreement.
12This agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. The provisions of clause 13.14 of the Facility Agreement shall apply with equal effect to this agreement.
(a)the third priority guarantee to be granted by RCI Holdings LLC (RCI Holdings), with such guarantee being subordinate in priority to:
(i) the first priority guarantee dated 9 June 2020 granted by RCI Holdings in favour of the holders (or a collateral agent on their behalf) of the USD1,000,000,000 9.125% Senior Notes due 2023 (or any other indebtedness benefitting from a first ranking guarantee from RCI Holdings in an amount no greater than USD1,700,000,000) as such first priority guarantee may be amended or replaced from time to time in respect of any amendment of the financing from those parties or any refinancing of that financing;
(ii) each
of the second priority guarantees dated 26 June 2020 granted by RCI Holdings in favour of (A) Nordea Bank AB (publ), New York Branch as agent on behalf of the lenders under the USD1,550,000,000 revolving credit facility maturing in 2022, (B) The Bank of Nova Scotia as agent on behalf of the lenders under the USD1,925,000,000 revolving credit facility maturing in 2024, (C) Bank of America, N.A. as agent on behalf of the lenders under the USD1,000,000,000 term loan maturing on 5 April 2022, (D) Nordea Bank ABP, New York Branch as agent on behalf of the lenders under the USD300,000,000 term loan maturing on 7 June 2028, (E) Sumitomo Mitsui Banking Corporation as agent on behalf of the lenders under the USD55,827,065 term loan maturing on 5 December 2022, (F) Skandinaviska Enskilda Banken AB (publ) as agent on behalf of the lenders under the €80,000,000 term loan maturing in November 2024, (G) Industrial and Commercial Bank of China Limited, New York Branch as agent on behalf
of the lenders under the USD130,000,000 term loan maturing on 2 February 2023 and (H) SMBC Leasing and Finance, Inc. as agent on behalf of the beneficiaries of a guarantee dated 18 July 2016 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 guarantees) (the agents referred to in this clause (ii), the Agents) as such second priority guarantees may be amended or replaced from time to time in respect of any amendment of the financing from those parties or any refinancing of that financing;
(iii) the second priority guarantee to be granted by RCI Holdings in favour of The Bank of Nova Scotia as lender under the term loan maturing on 13 September 2021 with a current outstanding balance of USD1,735,902 (the Falmouth
Lender) as such second priority guarantee may be amended or replaced from time to time in respect of any amendment of the financing from those parties or any refinancing of that financing; and
(iv) each of the second priority guarantees granted (or to be granted) by RCI Holdings in favour of certain credit card providers or a representative on their behalf (the Credit Card Providers) in connection with cash collateral and reserve requirements in respect of cruise ticket sales as such second priority guarantee may be amended or replaced from time to time in respect of any amendment of the financing from those parties or any refinancing of that financing;
(b)the
second priority guarantee to be granted by each of RCL Holdings LLC (RCL LLC), Torcatt Enterprises S.A. (Torcatt), RCL Holdings Cooperatief UA (RCL Holdings), RCL Cruises Ltd (RCL Cruises) and RCL Investments Ltd (RCL Investments), with such guarantee being subordinate in priority to:
(i) each of the first priority guarantees dated 3 June 2020, granted by each of RCL LLC, Torcatt, RCL Holdings, RCL Cruises and RCL Investments in favour of each of the Agents as such first priority guarantees may be amended or replaced from time to time in respect of any amendment of the financing from those parties or any refinancing of that financing;
(ii) the first priority
guarantees to be granted by each of RCL LLC, Torcatt, RCL Holdings, RCL Cruises and RCL Investments in favour of the Falmouth Lender as such first priority guarantee may be amended or replaced from time to time in respect of any amendment of the financing from those parties or any refinancing of that financing; and
(iii) each of the first priority guarantees granted (or to be granted) by each of RCL LLC, Torcatt, RCL Holdings, RCL Cruises and RCL Investments in favour of each of the Credit Card Providers as such first priority guarantee may be amended or replaced from time to time in respect of any amendment of the financing from those parties or any refinancing of that financing; and
(c)the first priority guarantee to be granted by Celebrity Cruise Lines Inc., including any successor by merger, transfer of assets, or otherwise, provided that such successor
shall be incorporated in Liberia (Celebrity Cruise Lines).
