Document

EX-10.2 3 ex10_22021q2.htm EX-10.2 Document

CONFORMED COPY

11 May 2021

CARNIVAL CORPORATION
and
CARNIVAL PLC

THE SUBSIDIARIES OF CARNIVAL CORPORATION and CARNIVAL PLC listed in Schedule 1

(as Borrowers)

BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY

(as Facilities Agent)


AMENDMENT AGREEMENT RELATING TO A MULTICURRENCY REVOLVING FACILITIES AGREEMENT ORIGINALLY DATED 18 MAY 2011 AS AMENDED FROM TIME TO TIME

Freshfields Bruckhaus Deringer LLP

65 Fleet Street

London EC4Y 1HS

CONTENTS


CLAUSE			Page

1. INTERPRETATION			1
2. AMENDMENT OF FACILITIES AGREEMENT			2
3. REPRESENTATIONS			2
4. GUARANTEE			2
5. EFFECT OF AMENDMENT			3
6. MISCELLANEOUS			3
SCHEDULE 1			5
BORROWERS			5
NAME OF SUBSIDIARIES OF THE COMPANY AND CARNIVAL PLC			5
SCHEDULE 2			6
CONDITIONS PRECEDENT			6
SCHEDULE 3 AMENDMENTS			8

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THIS AGREEMENT is dated 11 May 2021 and made between:

(1) CARNIVAL CORPORATION (a Panamanian corporation having its principal place of business at Carnival Place, 3655 N.W. 87th Avenue, Miami, Florida, 33178-2428) (the Company);

(2) CARNIVAL PLC (a company incorporated under the laws of England and Wales with registered number 04039524) (Carnival plc);

(3) THE SUBSIDIARIES OF THE COMPANY and of CARNIVAL PLC listed in Schedule 1 (Borrowers) as borrowers (in this capacity and together with the Company and Carnival plc, the Borrowers);

(4) CARNIVAL CORPORATION and CARNIVAL PLC as guarantors of their respective Subsidiaries (each a Guarantor); and

(5) BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY as facilities agent of the other Finance Parties (the Facilities Agent).

WHEREAS:

(1) This Agreement is supplemental to and amends the multicurrency facilities agreement (the Facilities Agreement) dated 18 May 2011 as amended and restated most recently on 6 August 2019 and amended further from time to time most recently on 31 December 2020 between, among others, the Company, Carnival plc and Bank of America Europe Designated Activity Company (formerly known as Bank of America Merrill Lynch International Designated Activity Company) as successor in title to Bank of America Merrill Lynch International Limited.

(2) Pursuant to Clause 41 (Amendments and Waivers) of the Facilities Agreement, the Facilities Agent is authorised to effect, on behalf of any Finance Party, any amendment or waiver permitted by that Clause. The Majority Lenders have consented to the amendment of the Facilities Agreement as contemplated by this Agreement and, accordingly, the Facilities Agent is authorised and has been instructed to execute this Agreement on behalf of the Finance Parties.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

In this Agreement:

Amended Facilities Agreement means the Facilities Agreement as amended by this Agreement.

Effective Date means the date on which the Facilities Agent confirms to the Lenders and the Company that it has received each of the documents listed in Schedule 2 (Conditions Precedent) in a form and substance satisfactory to the Facilities Agent. The Facilities Agent shall give such confirmation promptly upon being so satisfied.

Subsidiary Deed of Guarantee means the deed of guarantee issued by each Subsidiary Guarantor in favour of the Facilities Agent on behalf of the Finance Parties in respect of the Obligors.

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Subsidiary Guarantor means each of:

(a) GXI, LLC.;

(b) HAL Antillen N.V.;

(d) Cruiseport Curacao C.V.;

(e) Princess Cruise Lines, Ltd.;

(f) Seabourn Cruise Line Limited; and

(g) Costa Crociere S.p.A.

1.2 Defined terms and construction

In this Agreement, unless the context otherwise requires:

(a) a reference to a term defined in any other Finance Document has the same meaning in this Agreement;

(b) references to Clauses are to Clauses of the Amended Facilities Agreement unless otherwise stated; and

(c) the provisions of Clause 1.2 (Construction) apply to this Agreement as though they were set out in full in this Agreement except that references to the Amended Facilities Agreement are to be construed as references to this Agreement.

2. AMENDMENT OF FACILITIES AGREEMENT

With effect from (and including) the Effective Date, the Facilities Agreement shall be amended to incorporate the amendments set out in Schedule 3 (Amendments) to this Agreement.

3. REPRESENTATIONS

The Repeating Representations are confirmed to be true in all material respects by each Obligor (by reference to the facts and circumstances then existing) on the date of this Agreement and on the Effective Date, and in each case as if references to the Finance Documents in such Repeating Representations are references to this Agreement, the Amended Facilities Agreement and the Subsidiary Deed of Guarantee.

4. GUARANTEE

On the Effective Date, each Obligor:

(a) confirms its acceptance of the Amended Facilities Agreement;

(b) agrees that it is bound as an Obligor by the terms of the Amended Facilities Agreement; and

(c) if a Guarantor, confirms that its guarantee provided under Clause 23 (Guarantee and Indemnity) of the Amended Facilities Agreement and the relevant Deed of Guarantee:

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(i) continues in full force and effect on the terms of the Amended Facilities Agreement and the relevant Deed of Guarantee; and

(ii) extends to the obligations of the Obligors under the Finance Documents (including the Amended Facilities Agreement and notwithstanding the imposition of any amended, additional or more onerous obligations).

5. EFFECT OF AMENDMENT

(a) In accordance with the Facilities Agreement, each of the Facilities Agent and Company designates each of this Agreement, the Amended Facilities Agreement and the Subsidiary Deed of Guarantee as a Finance Document.

(b) The Facilities Agreement and this Agreement will, from the Effective Date, be read and construed as one document.

(d) Except to the extent expressly waived in this Agreement, no waiver is given by this Agreement and the Lenders expressly reserve all their rights and remedies in respect of any breach of, or other Default under, the Finance Documents.

6. MISCELLANEOUS

6.1 Further assurance

Each Obligor shall, at the request of the Facilities Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

6.2 Incorporation of terms

The provisions of Clauses 37 (Notices), 39 (Partial invalidity), 46 (Governing law) and 47 (Enforcement) of the Amended Facilities Agreement shall apply to this Agreement as though they were set out in full in this Agreement and as if references in those clauses to “this Agreement” are references to this Agreement.

6.3 Counterparts

This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment or telecopy shall be an effective mode of delivery.

6.4 Italian transparency rules

Pursuant to and in accordance with the transparency rules (Disposizioni in materia di trasparenza delle operazioni e dei servizi bancari e finanziari. Correttezza delle relazioni tra intermediari e clienti) applicable to transactions and banking and financial services issued by Bank of Italy on 29 July 2009 and published in the Italian official gazette (Gazzetta Ufficiale) no. 217 on 18 September 2009 (as amended and supplemented from time to time) (the Transparency Rules), the Parties mutually acknowledge and declare that this Agreement and any of its terms and conditions have been negotiated, with the assistance of their respective

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legal counsels, on an individual basis and, as a result, this Agreement falls into the category of the agreements “che costituiscono oggetto di trattativa individuale” which are exempted from the application of Section II of the Transparency Rules.

IN WITNESS whereof the parties have caused this Agreement to be duly executed on the date first written above.

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SCHEDULE 1

BORROWERS

Name of Subsidiaries of the Company and Carnival plc

1. Costa Crociere S.p.A. (a company organised and existing under the laws of Italy as a società per azioni, having its registered office in Genoa (Italy), Piazza Piccapietra 48, registered with the Companies’ Register (Registro delle Imprese) of Genoa under no. 02545900108, Repertorio Economico Amministrativo no. GE-279842)

2. CC U.S. Ventures, Inc. (a corporation incorporated and existing under the laws of the State of Delaware, United States of America)

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SCHEDULE 2

CONDITIONS PRECEDENT

Subsidiary Guarantors

1. A copy of the constitutional documents of each Subsidiary Guarantor.

2. A copy of a resolution of the board of directors or, if applicable, a committee of the board of directors of each Subsidiary Guarantor approving the terms of, the transactions contemplated by, and the execution, delivery and performance of, the Subsidiary Deed of Guarantee and authorising a specified person or persons to execute the Subsidiary Deed of Guarantee.

3. If applicable, a copy of the resolution of the board of directors appointing the committee referred to in paragraph 2 above.

4. A specimen of the signature of each person who executes the Subsidiary Deed of Guarantee and who is authorised on behalf of a Subsidiary Guarantor to execute or witness the execution of the Subsidiary Deed of Guarantee.

5. A certificate of an authorised signatory of the Company certifying that each copy document relating to any Subsidiary Guarantor specified in this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Subsidiary Deed of Guarantee.

6. A copy of a good standing certificate with respect to each Subsidiary Guarantor incorporated in a State in the United States of America, issued as of a recent date by the Secretary of State or other appropriate official of each such Subsidiary Guarantor’s jurisdiction of incorporation or organisation.

7. A copy of a good standing certificate with respect to each Subsidiary Guarantor incorporated in Bermuda, issued as of a recent date by the appropriate official of each such Subsidiary Guarantor’s jurisdiction of incorporation or organisation.

8. A certificate downloaded from registro delle imprese confirming that no insolvency procedures have been started in relation to Costa Crociere S.p.A. no earlier than 5 Business Days before the date of the Subsidiary Deed of Guarantee.

Legal opinions

1. A legal opinion of Allen & Overy LLP, London office, English law legal advisers to the Facilities Agent, addressed to the Finance Parties.

2. A legal opinion of Morris James LLP, Delaware state law legal advisers to the Facilities Agent, addressed to the Finance Parties.

3. A legal opinion of Allen & Overy LLP, Milan office, Italian law legal advisers to the Facilities Agent, addressed to the Finance Parties.

4. A legal opinion of STvB Advocaten, Curaçao law legal advisers to the Company, addressed to the Finance Parties.

5. A legal opinion of Conyers Dill & Pearman Limited, Bermuda law legal advisers to the Company, addressed to the Finance Parties.

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