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EXHIBIT 1.5
AMENDMENT NO. 1
TO
CONTRACT FOR HULL NUMBER T-31
Whereas, Royal Caribbean Cruises Ltd. (the "Shipowner") and Chantiers de
l'Atlantique (the "Builder") have entered into a Contract for Hull Number T-31
dated 16 March 1998 (the "Contract") pursuant to which the Builder has agreed to
construct the vessel having Builder's hull number T-31; and
Whereas, the Contract provides that the Shipowner may, in its sole discretion,
terminate the Contract upon notice to the Builder on or before January 31, 1999;
and
Whereas, the Shipowner has requested an extension of time to consider whether to
exercise its option to proceed with the Contract; and
Whereas, the Builder believes that it is in its best interest to grant such
extension;
Now, therefore, in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Article XXII of the Contract is hereby amended to read as follows:
The SHIPOWNER may, at its sole option to be exercised in its
unfettered discretion, terminate this Contract upon notice to
the Builder on or before February 20, 1999.
In witness whereof, the parties have caused this Amendment No. 1 to be duly
executed by their authorized representatives as of this 27th day of January,
1999.
FOR THE SHIPOWNER FOR THE BUILDER
Royal Caribbean Cruises Ltd. Chantiers de l'Atlantique
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Chairman and Chief Executive Chairman & CEO
Officer
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AMENDMENT NO. 2
TO CONTRACT FOR HULL NUMBER T-31
DATED 19 FEBRUARY 1999
Whereas, Royal Caribbean Cruises Ltd. (the "Shipowner") and Chantiers de
l'Atlantique (the "Builder") have entered into a Contract for Hull Number T-31
dated 16 March 1998 (the "Contract") pursuant to which the Builder has agreed to
construct the vessel having Builder's hull number T-31 (the "Vessel"); and
Whereas, the Shipowner and the Builder wish to amend the Contract to provide
that the Vessel shall be equipped with a different type of machinery and contain
a greater number of passengers cabins;
Whereas the Shipowner and the Builder have taken into account the situation
resulting from the variations of the dollar;
Whereas the Shipowner has declared that the Vessel should be built as a
Millennium Class Vessel;
Now, therefore, in consideration of the premises, and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Article I.1.A of the Contract is hereby amended by deleting the phrase
"revised 11 March 1998" from the third and fourth lines thereof and
inserting "revised 20 March 1998" in its place.
Article I.1.A of the Contract is hereby further amended by deleting the
phrase "revised 13 March 1998" from the sixth line thereof and inserting
the phrase "revised 20 March 1998" in its place.
2. Article I.3.1 of the Contract is hereby amended by (i) increasing the
Vessel's Life Saving Equipment capacity (total) from 3,350 persons to 3,450
persons, (ii) increasing the Vessel's number of passenger cabins from 975
cabins to 1,025 cabins, and (iii) increasing the Vessel's number of crew
cabins from 502 cabins to 503 cabins.
3. Article I.3.2 of the Contract is hereby amended in its entirety to read as
follows:
3.2 - MACHINERY
The machinery to consist of two (2) gas turbine generator sets
and one (1) steam turbine generator set (COGES type), having a
total maximum continuous rating of 57,800 kW electric power
under the reference conditions set forth in the
Specifications, to supply power to two (2) electric propulsion
motors and the remaining electric systems of the VESSEL as
stipulated in the Specifications.
4. Article I.6 of the Contract is hereby amended in its entirety to read as
follows:
6 - FUEL CONSUMPTION
The fuel consumption of each of the VESSEL's two (2) gas turbine
generator sets shall be determined on the test bed under conditions
stipulated in the Specifications, and shall not exceed 242.2 grams per
kW per hour when developing 100% of Maximum Continuous Rating.
[PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO AN APPLICATION FOR AN
ORDER FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED]
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5. Article IX.2.3 of the Contract is hereby amended in its entirety to read as
follows:
2.3 - EXCESSIVE FUEL CONSUMPTION
2.3.1 - The BUILDER guarantees that the fuel consumption of
each of the two (2) gas turbine generator sets at the test bed
runs as stipulated in Article I.6 shall not exceed 242.2 grams
per kW per hour. The Contract Price shall not be affected or
changed if the actual fuel consumption of both generators is
not greater than [ * ] above 242.2 grams per kW per hour.
2.3.2 - If the actual fuel consumption of either generator is
over [ * ] greater than 242.2 grams per kW per hour, then, as
sole compensation, the Contract Price shall be reduced by the
sum of [ * ] for each full [ * ] increase in fuel consumption
above said [ * ] (fractions of a percent to be prorated) for
each generator.
2.3.3 - If such actual fuel consumption of either generator is
more than [ * ] greater than 242.2 grams per kW per hour, then
the SHIPOWNER may, at its option, as an alternative to
receiving the above mentioned liquidated damages by way of
Contract Price reduction, rescind this Contract in accordance
with the provisions of and with the consequences provided for
in Article XII.2 hereof.
6. Article IX.I of the Contract is hereby amended (i) by amending the Contract
Price to Three Hundred Forty-Nine Million Seventy-Nine Thousand Five
Hundred United States Dollars (U.S $349,079,500), (ii) by deleting clause
(ii) of the first sentence thereof and (iii) by deleting the second
sentence thereof.
7. Article X.1- 1st installment - is hereby amended to read:
An amount equal to 5% of the Contract price shall be paid by
the SHIPOWNER to the BUILDER 1st installment within five (5) business days
of the date of signing of this addendum.
8. Except as set forth herein, the Contract remains in full force and effect
in accordance with its terms.
In witness whereof, the parties have caused this Amendment No. 2 to be duly
executed by their authorized representatives on this 19th day of February, 1999.
FOR THE SHIPOWNER FOR THE BUILDER
Royal Caribbean Cruises Ltd. Chantiers de l'Atlantique
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chairman & CEO
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* TEXT OMITTED PURSUANT TO AN APPLICATION FOR AN ORDER FOR CONFIDENTIAL
TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934,
AS AMENDED