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Item 1.01
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Entry into a Material Definitive Agreement.
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Credit Facility Amendments
On
July 28, 2020, Royal Caribbean Cruises Ltd. (the “Company,” “our” and “we”) amended our $1.55
billion unsecured revolving credit facility due 2022 with Nordea Bank ABP, New York Branch, as administrative agent (the “Nordea
Revolver”), our $1.925 billion unsecured revolving credit facility due 2024 with The Bank of Nova Scotia, as administrative
agent (the “BNS Revolver”), and our $1.0 billion unsecured three-year term loan agreement with Bank of America, N.A.,
as administrative agent (the “Term Loan” and together with the Nordea Revolver and the BNS Revolver, the “Credit
Facilities”).
These
amendments extend our waiver of the quarterly-tested fixed charge coverage and net debt to capitalization covenants in each Credit
Facility through and including the fourth quarter of 2021 and increase the monthly-tested minimum liquidity covenant for the duration
of the extended waiver period. Pursuant to these amendments, the restrictions on paying cash dividends and effectuating share repurchases
during the wavier period were extended through and including the fourth quarter of 2021. In addition, these amendments incorporate
the restrictions on investments set forth in the indentures governing our 9.125% senior guaranteed notes due 2023, 10.875% senior
secured notes due 2023 and 11.500% senior secured notes due 2025.
Certain
of the lenders participating in the amended Credit Facilities, and affiliates of those parties, provide banking, investment banking
and other financial services to us from time to time for which they have received, and will in the future receive, customary fees.
The
foregoing description of the provisions of the amendments is summary in nature and is qualified in its entirety by reference to
the full and complete terms of the amendments, copies of which are filed herewith as Exhibit 10.1, 10.2 and 10.3 and incorporated
herein by reference.
Export Credit Facility Amendments
On July 28, 2020, we entered into (i)
a financial covenant waiver extension consent letter with KfW IPEX-Bank GmbH to amend our Hermes backed
loan facilities, including but not limited to, those incurred to finance Quantum of the Seas, Anthem of the Seas,
Ovation of the Seas, Spectrum of the Seas and Odyssey of the Seas (collectively, the Hermes Facilities”)
and (ii) amendments to the BpiFAE backed loan facilities incurred to finance Celebrity
Edge, Celebrity Apex, and Symphony of the Seas (the “Bpi Facilities”) in each case, in order to
extend the period during which a breach of the financial covenants will not trigger a mandatory prepayment or default, as
applicable, under each facility through and including the fourth quarter of 2021. Similarly, on July 31, 2020, we amended the
Finnvera-backed loan facilities incurred to finance Icon 1, Icon 2 and Icon 3 (the “Finnvera
Facilities” and together with the Hermes Facilities and the Bpi Facilities, the “Export Credit Facilities”)
in order to extend the period during which a breach of the financial covenants will not trigger a default under each facility
through and including the fourth quarter of 2021; provided that certain structural enhancements are provided on or before
September 30, 2020. In connection with these consents and amendments, we have agreed that certain of our subsidiaries (none
of which directly own a vessel) will issue guarantees for the debt outstanding under the Export Credit Facilities.
Certain
of the lenders participating in the Export Credit Facilities, and affiliates of those parties, provide banking, investment banking
and other financial services to us from time to time for which they have received, and will in the future receive, customary fees.
The
foregoing description of the provisions of the amendments is summary in nature and is qualified in its entirety by reference to
the full and complete terms of the amendments, copies of which are filed herewith as Exhibit 10.4, 10.5, 10.6, 10.7 and 10.8
and incorporated herein by reference.