Item 1.01 Entry into a Material Definitive Agreement.
The disclosure set forth below under Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant) is hereby incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
Among other things, the Amendment Agreement:
•increases the ratio of debt to capitalization from the testing date onNovember 30, 2021 toFebruary 28, 2024 (Clause 26.3 of the Facility Agreement as amended by the Amendment Agreement (the "Amended Facility Agreement")), expanding the limit of the debt to capitalization ratio; •introduces new financial covenants: a minimum liquidity covenant from the testing date onFebruary 28, 2021 toNovember 30, 2022 (Clause 26.5 of the Amended Facility Agreement), and a minimum interest coverage covenant from the testing date onFebruary 28, 2023 , for the remainder of the term of the Facility Agreement (Clause 26.4 of the Amended Facility Agreement); •restricts the grant of guarantees in respect to certain outstanding debt untilNovember 30, 2024 unless the entity granting the guarantee was already an obligor or guarantor of such debt (Clause 27.8 of the Amended Facility Agreement), and the incurrence of security interests on certain vessels to secure certain outstanding debt untilNovember 30, 2024 (Clause 27.9 of the Amended Facility Agreement); and •requires Carnival Corporation,Carnival plc and their restricted subsidiaries to adhere to certain negative covenants and restrictions untilNovember 30, 2024 , including, but not limited to, limitations on indebtedness, liens, investments and restricted payments (subject to certain permitted exceptions), which are substantially consistent with those contained in the indenture governing the Carnival Corporation 5.625% Senior Unsecured Notes due 2026 (Clause 27.11 of the Amended Facility Agreement).
The Amendment Agreement also provides that during the remainder of the term of the Facility Agreement EURIBOR and LIBOR shall be deemed to have a 0% floor.
Some of the lenders under the Facility Agreement and their affiliates have
various relationships with Carnival Corporation,
The foregoing description of the Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Amendment Agreement datedDecember 31, 2020 to the Amendment and Restatement Agreement datedAugust 6, 2019 in respect of the Multicurrency Revolving Facilities Agreement originally datedMay 18, 2011 , as amended and restated onAugust 6, 2019 , among Carnival Corporation,Carnival plc and certain of Carnival Corporation andCarnival plc subsidiaries,Bank of America Europe Designated Activity Company as facilities agent and a syndicate of financial institutions. 104 Exhibit 104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).
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