Exhibit 10.2
THE MARKED PORTIONS OF THIS AGREEMENT
HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT
Amendment
to
Concession Agreement
This Amendment modifies and amends the terms of that certain Concession
Agreement executed as of the 17th day of September 1996 (the "Agreement") by and
between SeaVision, Inc., a Delaware corporation (hereinafter referred to as
"SeaVision"), and Royal Caribbean Cruises Ltd., a Liberian corporation
(hereinafter referred to as "Royal").
l. Operators. Section 10 of the Agreement is hereby amended to delete the
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requirement for SeaVision to post one Operator to each Ship at SeaVision's
cost and expense. In lieu thereof, Royal will either employ the operator at
its own cost or reimburse SeaVision for one hundred percent of the salary,
travel, payroll taxes and fringe benefits of the Operator (if Royal requests
SeaVision to provide the operator). SeaVision will train such operators at
no charge to Royal.
2. Fee. A new Section 1.b(xi) is hereby added to the Agreement: "Royal agrees
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to pay SeaVision the sum of [Redacted - Confidential Treatment Requested]
per passenger cabin per day (the "Operating Fee") effective October 1, 1997
through February 28, 1998 (the "Extension Period") for each passenger cabin
covered under the Agreement. Unless otherwise agreed to by the parties in
writing prior to February 28, 1998 the Operating Fee will increase to
[Redacted - Confidential Treatment Requested] per passenger cabin per day on
March 1, 1998.
3. Termination Rights. Notwithstanding anything in the Agreement to the
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contrary, at the expiration of the Extension Period, SeaVision may terminate
the Agreement without cause upon thirty (30) days prior written notice to
Royal. Royal may terminate the Agreement without cause at any time upon
thirty (30) days prior written notice to SeaVision.
4. Purchase Option. SeaVision hereby agrees that Royal has the right at any
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time during the Extension Period or any further extension thereafter to
purchase the hardware and a perpetual, non-transferable license to use the
Software on the Covered Vessels for a price not to exceed [Redacted -
Confidential Treatment Requested] per Covered Vessel. Upon notification of
such purchase and payment of the total purchase price, each party's
obligations under this Amendment and the Agreement shall terminate, except
to the extent any provision expressly survives the termination of the
Agreement or Amendment.
5. Maintenance. Royal and SeaVision agree to discuss the terms of an agreement
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regarding ongoing maintenance and support to be executed in the event Royal
exercises its purchase option set forth above. The maintenance agreement
shall provide for maintenance to be provided at a fee not to exceed
[Redacted - Confidential Treatment Requested]/hour, plus travel and
expenses. The hourly fee will be subject to an annual adjustment, not to
exceed the increase in Consumer Price Index (from relevant industry). The
maintenance agreement will also provide for the software source code to be
placed in escrow in a mutually agreeable location.
6. Transferability. In the event of the sale of one of the Royal vessels
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(or the vessel is otherwise withdrawn from service) on which the System is
installed, Royal may transfer all of such vessel's rights hereunder and
under the Agreement, including the Software license, to a different vessel
operating under the Royal brand.
7. Additional Terms. Except as, expressly amended herein, the Agreement
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remains in full force and effect.
8. Facsimile Copies. In order to expedite the execution of this Amendment, the
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parties agree that facsimile copies of this Amendment shall be treated its
originals until such time as original documents are executed and delivered.
In witness whereof, the parties have executed this Amendment on the dates set
forth below.
SeaVision, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
Dated: October 16, 1997
Royal Caribbean Cruises Ltd.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Exec. V. P. & Chief Financial Officer
Dated: October 16, 1997
