What changed in this filing

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Item 5. Other Information

2020-11-04 compared with 2020-08-10 · 40 added, 49 removed, 16 unchanged (85% of the section changed)

1 unchanged sentence

The information below is reported in lieu of information that would be reported under Items 1.01 and 2.03 under Form 8-K.

Export Credit Facility Amendment

On August 4, 2020, we amended the EUR denominated BPiFrance Assurance Export-backed loan facility incurred to finance Harmony of the Seas in order to extend the period during which a breach of the financial covenants will not trigger a mandatory prepayment under the facility through and including the fourth quarter of 2021.

In connection with this amendment, we have agreed that as a condition to the extension of the waiver period, certain of our subsidiaries (none of which directly own a vessel) will issue guarantees for the debt outstanding under the facility by no later than October 15, 2020.

Certain of the lenders participating in the facility, 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 amendment is summary in nature and is qualified in its entirety by reference to the full and complete terms of the amendment, a copy of which is filed herewith as Exhibit 10.17 and incorporated herein by reference.

Termination of Commercial Paper Program

As of December 31, 2019, we had $1.4 billion of commercial paper notes outstanding under our commercial paper program established on June 14, 2018.

As of June 30, 2020, we did not have a balance outstanding on this commercial paper program.

On August 5, 2020, we terminated this commercial paper program pursuant to the terms of our dealer agreements entered into with each of the commercial paper dealers who act as dealers under this program (the “Dealers”).

From time to time, the Dealers and certain of their respective affiliates have provided, and may in the future provide, lending, commercial banking, investment banking and other financial advisory services to us and our affiliates.

4.1 Indenture, dated May 19, 2020, among the Company, the guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent, registrar and security agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 19, 2020).

4.2 Indenture, dated June 9, 2020, among the Company, RCI Holdings LLC, a limited liability company formed and existing under the laws of Liberia and a direct, wholly-owned subsidiary of the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent, registrar and security agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 9, 2020).

4.3 Indenture, dated June 9, 2020, among the Company, and The Bank of New York Mellon Trust Company, N.A., as trustee, paying agent, registrar, custodian and conversion agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 9, 2020).

10.1 Sixth Amendment Agreement to a Credit Agreement dated as of June 8, 2011 (as amended and restated from time to time) “Anthem of the Seas” – ex Hull No.

S-698, dated April 8, 2020 between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arrangers and the mandated lead arrangers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 10, 2020).

10.2 Third Amendment Agreement to a Credit Agreement dated as of 13 November 2015 (as amended and restated from time to time) “Spectrum of the Seas” – ex Hull No.

S-700, dated April 8, 2020 between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arrangers and the mandated lead arrangers (incorporated by reference to Exhibit 10.

2 to the Company’s Current Report on Form 8-K filed on April 10, 2020).

10.3 Sixth Amendment Agreement to a Credit Agreement dated as of June 8, 2011 (as amended and restated from time to time) “Quantum of the Seas” – ex Hull No.

S-697, dated April 21, 2020 between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arrangers and the mandated lead arrangers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 24, 2020).

10.4 Second Supplemental Agreement to a Credit Agreement in respect of the financing of acquisition of m.v.

Celebrity Edge (ex hull no.

J34), dated as April 28, 2020, between the Company, Citibank N.A., London Branch as global coordinator, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent, Citibank Europe PLC, UK Branch as facility agent, the mandated lead arrangers and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 4, 2020).

10.5 Second Supplemental Agreement to a Credit Agreement in respect of the financing of acquisition of m.v.

Celebrity Apex (ex hull no.

K34), dated as April 29, 2020, between the Company, Citibank N.A., London Branch as global coordinator, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent, Citibank Europe PLC, UK Branch as facility agent, the mandated lead arrangers and the other lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 4, 2020).

10.6 Fourth Supplemental Agreement to a Credit Agreement in respect of the financing of acquisition of m.v.

Symphony of the Seas (ex hull no.

B34), dated as April 29, 2020, between the Company, Citibank N.A., London Branch as ECA agent, Citibank Europe PLC, UK Branch as facility agent, the mandated lead arrangers and the other lenders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 4, 2020).

10.7 Amendment to the Amended and Restated Credit Agreement, dated as of May 7, 2020, among the Company, the various financial institutions party thereto and Nordea Bank ABP, New York Branch as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 11, 2020).

10.8 Amendment to the Amended and Restated Credit Agreement, dated as of May 7, 2020, among the Company, the various financial institutions party thereto and The Bank of Nova Scotia as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 11, 2020).

10.9 Amendment to Term Loan Agreement, dated as of May 7, 2020, among the Company, the various financial institutions party thereto and Bank of America, N.A.

as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 11, 2020).

10.10 Amendment to the Amended and Restated Credit Agreement, dated as of Ju ly 28, 2020.

Export Credit Facility Amendments

On October 30, 2020, we entered into amendments to the BpiFrance Assurance Export-backed loan facilities incurred to finance Symphony of the Seas, Celebrity Edge, Celebrity Apex and Harmony of the Seas (collectively, the “Bpi Facilities”), in each case, to implement guarantees of the debt outstanding under the Bpi Facilities in connection with the further extension of the financial covenant waivers through and including the fourth quarter of 2021 agreed to in July.

The guarantees will be released under certain circumstances as other debt is repaid or refinanced on an unsecured and unguaranteed basis.

The guarantors consist of certain of our subsidiaries (none of which directly own a vessel).

In connection with the issuance of the guarantees of the Bpi Facilities, the guarantor subsidiaries are restricted from issuing additional guarantees in favor of other lenders, and certain of the guarantor subsidiaries are restricted from incurring additional debt.

In addition, the Bpi Facilities will benefit from guarantees to be issued by intermediary parent companies of subsidiaries that take delivery of any new vessels.

As previously disclosed, we are in the process of amending our other export credit facilities to implement similar pari passu guarantees in favor of the lenders thereunder.

Certain of the lenders participating in the Bpi 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.

10.1 Amendment to the Amended and Restated Credit Agreement, dated as of July 28, 2020.

among the Company, the various financial institutions party thereto and Nordea Bank ABP, New York Branch as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 3, 2020).

10.11 Amendment to the Amended and Restated Credit Agreement, dated as of Ju ly 28, 2020, among the Company, the various financial institutions party thereto and The Bank of Nova Scotia as administrative agent (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 3, 2020).

10.12 Amendment to Term Loan Agreement, dated as of Ju ly 28, 2020, among the Company, the various financial institutions party thereto and Bank of America, N.A.

as administrative agent (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filedon August 3, 2020).

10.13 Third Amendment Agreement to a Credit Agreement dated as of 27 November 2013 (as amended and restated from time to time) “Ovation of the Seas” – ex hull no S-699, dated May 6, 2020, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arrangers and the mandated lead arrangers (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 11, 2020).

10.14 Fourth Amendment and Restatement Agreement, relating to a credit agreement in respect of the financing of the acquisition of m.v.

Harmony of the Seas (ex hull no.

A34), dated May 6, 2020 between the Company, Société Genéralé as facility agent, BNP Baribas, HSBC France and Société Générale as Mandated Lead Arrangers and the banks and financial institutions listed therein as lenders (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on May 11, 2020).

10.15 Third Amendment Agreement to a Credit Agreement dated as of 13 November 2015 (as amended and restated from time to time) in respect of “Odyssey of the Seas” – Hull S-713, dated 30 April 2020, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arrangers and the mandated lead arrangers.*

10.16 Amendment Letter, dated May 11, 2020 in respect of the Icon 3 Hull No.

1402 credit agreement, dated 18 December 2019 between the Company, the lenders and residual risk guarantors party thereto, and KfW IPEX-Bank GmbH as facility agent, CIRR agent, documentation agent, Hermes agent, initial mandated lead arranger and sole bookrunner.*

10.2 Amendment to the Amended and Restated Credit Agreement, dated as of July 28, 2020, among the Company, the various financial institutions party thereto and The Bank of Nova Scotia as administrative agent (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 3, 2020).

10.3 Amendment to Term Loan Agreement, dated as of July 28, 2020, among the Company, the various financial institutions party thereto and Bank of America, N.A.

as administrative agent (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on August 3, 2020).

10.4 Financial Covenant Waiver Extension Consent Letter relating to the Cruise Debt Holiday Principles, dated July 28, 2020, among Royal Caribbean Cruises Ltd., Silversea Cruise Holding Ltd.

and KfW IPEX-Bank GmbH (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on August 3, 2020).

10.5 Supplemental Agreement in relation to the extension of the waiver period for financial covenants in respect of the financing of the acquisition of Celebrity Edge (ex hull no.

J34), dated July 28, 2020, among Royal Caribbean Cruises Ltd.

and Citibank Europe plc, UK Branch (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on August 3, 2020).

10.6 Supplemental Agreement in relation to the extension of the waiver period for financial covenants in respect of the financing of the acquisition of Celebrity Apex (ex hull no.

K34), dated July 28, 2020, among Royal Caribbean Cruises Ltd.

and Citibank Europe plc, UK Branch (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on August 3, 2020).

10.7 Supplemental Agreement in relation to the extension of the waiver period for financial covenants in respect of the financing of the acquisition of Symphony of the Seas (ex hull no.

B34), dated July 28, 2020, among Royal Caribbean Cruises Ltd.

and Citibank Europe plc, UK Branch (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed on August 3, 2020).

10.8 Financial Covenant Waiver Extension Consent Letter relating to the Cruise Debt Holiday Principles, dated July 31, 2020, between Royal Caribbean Cruises Ltd.

and KfW IPEX-Bank GmbH (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K filed on August 3, 2020).

10.9 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 August 4, 2020, among the Company and Societe Generale.*

10.10 Supplemental Agreement in relation to certain amendments in connection with the Silversea negative covenants and the exercise of the Buyer's Stretch Option in respect of Edge 3 (ex.

L34), dated August 29, 2020, among the Company, Hoediscus Finance Limited, Citibank Europe Plc, UK Branch, Citibank N.A., London Branch, Citicorp Trustee Company Limited, HSBC France and Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch*

10.11 Supplemental Agreement in relation to certain amendments in connection with the Silversea negative covenants and the exercise of the Buyer's Stretch Option in respect of Edge 4 (ex.

M34), dated August 29, 2020, by and among the Company, Hoediscus Finance Limited, Citibank Europe Plc, UK Branch, Citibank N.A., London Branch, Citicorp Trustee Company Limited, HSBC France and Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch*

10.12 Supplemental Agreement in relation to certain amendments in connection with Silversea Cruise Holding Ltd.

in respect of Oasis 5 (ex.

C34), dated August 29, 2020, among the Company, Hibisyeu Finance Limited, Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch and HSBC France*

10.13 Supplemental Agreement in relation to certain amendments in connection with Silversea Cruise Holding Ltd.

in respect of Oasis 6 (ex.

A35), dated August 29, 2020, among the Company, Palmeraie Finance Limited, Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch and HSBC France*

31.1 Certification of the Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*

5 unchanged sentences

101 The following financial statements of Royal Caribbean Cruises Ltd.

for the period ended June 30, 2020, formatted in iXBRL (Inline extensible Reporting Language) are filed herewith:

(i) the Consolidated Statements of Comprehensive Income (Loss) for the quarter ended June 30, 2020 and 2019;

(ii) the Consolidated Balance Sheets at June 30, 2020 and December 31, 2019;

(iii) the Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019;

for the period ended September 30, 2020, formatted in iXBRL (Inline extensible Reporting Language) are filed herewith:

(i) the Consolidated Statements of Comprehensive Income (Loss) for the quarter ended September 30, 2020 and 2019;

(ii) the Consolidated Balance Sheets at September 30, 2020 and December 31, 2019;

(iii) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019;

(iv) the Notes to the Consolidated Financial Statements, tagged in summary and detail.

3 unchanged sentences

Executive Vice President, Chief Financial Officer

August 10, 2020 (Principal Financial Officer and duly authorized signatory)

November 4, 2020 (Principal Financial Officer and duly authorized signatory)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information