EXHIBIT 4.2







                    ROYAL CARIBBEAN CRUISES LTD., as Issuer

                                      and

                        THE BANK OF NEW YORK, as Trustee





                          TENTH SUPPLEMENTAL INDENTURE

                         Dated as of ___________, 2001


                         LIQUID YIELD OPTION(TM) NOTES

              Supplemental to Indenture dated as of July 15, 1994



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                  TENTH SUPPLEMENTAL INDENTURE, dated as of ___________, 2001
(the "Tenth Supplemental Indenture"), between ROYAL CARIBBEAN CRUISES LTD., a
Liberian corporation (hereinafter called the "Company"), and THE BANK OF NEW
YORK (as successor to NationsBank of Georgia, National Association), as trustee
under the Indenture referred to below (hereinafter called the "Trustee").

                  WHEREAS, the Company entered into an Indenture dated as of
July 15, 1994 (the "Basic Indenture", all capitalized terms used in this Tenth
Supplemental Indenture and not otherwise defined being used as defined in the
Basic Indenture) with the Trustee, for the purposes of issuing its unsecured
and unsubordinated indebtedness in one or more series in such principal amount
or amounts as may from time to time be authorized by or pursuant to the
authority granted in one or more resolutions of the Board of Directors of the
Company; and

                  WHEREAS, the Company proposes to issue a series of Liquid
Yield Option(TM) Notes due 2021 (such securities being referred to herein as
the "LYON" or "LYONs" or the "Securities," unless the context requires
otherwise); and

                  WHEREAS, Sections 901(6) and 901(10) of the Basic Indenture
provide that without the consent of the Holders of the securities of any series
issued under the Basic Indenture, the Company, when authorized by a Board
Resolution, and the Trustee may enter into one or more indentures supplemental
to the Basic Indenture (a) to establish the form or terms of securities of any
series as contemplated by Sections 201 and 301 thereof and (b) to cure any
ambiguity, to correct or supplement any provision in the Basic Indenture which
may be inconsistent with any other provision of the Basic Indenture or to make
any other provisions with respect to matters or questions arising under the
Basic Indenture, provided that such action shall not adversely affect the
interests of the Holders of the securities of any series in any material
respect; and

                  WHEREAS, the entry into this Tenth Supplemental Indenture by
the parties hereto is in all respects authorized by the provisions of the Basic
Indenture; and

                  WHEREAS, all things necessary have been done to make this
Tenth Supplemental Indenture, when executed and delivered by the Company, the
legal, valid and binding agreement of the Company, in accordance with its
terms.

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                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     The parties hereto mutually covenant and agree as follows:

     SECTION 1. The Basic Indenture is hereby amended solely with respect to a
series of securities that consists of LYONs, as follows:

          (A)  By amending Section 101 to add new definitions thereto in
               appropriate alphabetical sequences, as follows:

               "Issue Date" of any Security means the date on which the
          Security was originally issued or deemed issued as set forth on the
          face of the Security.

               "Issue Price" of any Security means, in connection with the
          original issuance of such Security, the initial issue price at which
          the Security is sold as set forth on the face of the Security.

               "Original Issue Discount" of any Security means the difference
          between the Issue Price and the principal amount at Maturity of the
          Security as set forth on the face of the Security.

          (B)  By adding the following Sections to Article 1:

          Section 114. Consent to Jurisdiction and Service of Process.

               The Company agrees that any legal suit, action or proceeding
          brought by any party to enforce any rights under or with respect to
          the Indenture or the Securities may be instituted in any state or
          federal court in The City of New York, State of New York, and waives
          to the fullest extent permitted by law any objection which it may now
          or hereafter have to the laying of venue of any such suit, action or
          proceeding and irrevocably submits to the non-exclusive jurisdiction
          of any such court in any such suit, action or proceeding. The Company
          hereby irrevocably designates and appoints the Company's General
          Counsel as the Company's authorized agent to receive and forward on
          its behalf service of any and all process which may be served in any
          such suit, action or proceeding in any such court and agrees that
          service of process upon the Company's General Counsel at his office
          at the Company, 1050 Caribbean Way, Miami, Florida 33132 and written
          notice of said service to the Company, mailed or delivered to the
          Company's General Counsel, 1050 Caribbean Way, Miami, Florida 33132,
          shall be deemed in every respect effective service of process upon
          the Company in any such suit, action or proceeding and shall be taken
          and held to be valid personal service upon the Company. Said

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          designation and appointment shall be irrevocable. Nothing in this
          Section 114 shall affect the right of any party to the Indenture to
          serve process in any manner permitted by law or limit the right of
          any party to the Indenture to bring proceedings against the Company
          in the courts of any jurisdiction or jurisdictions. The Company
          further agrees to take any and all action, including the execution
          and filing of any and all such documents and instruments, as may be
          necessary to continue such designation and appointment of the
          Company's General Counsel in full force and effect so long as the
          Indenture or any of the Securities shall be outstanding. To the
          extent that the Company has or hereafter may acquire any immunity
          from jurisdiction of any court or from any legal process (whether
          through service of notice, attachment prior to judgment, attachment
          in aid of execution, execution or otherwise) with respect to itself
          or its property, the Company hereby irrevocably waives such immunity
          in respect of its obligations under the Indenture and the Securities,
          to the extent permitted by law.

          Section 115. No Recourse Against Others.

               A director, officer, stockholder or incorporator, as such, of
          the Company shall not have any liability for any obligation, covenant
          or agreement of the Company under this Indenture or any indenture
          supplemental hereto or in the Securities or for any claim based on,
          in respect of or by reason of such obligation, covenant or agreement
          or their creation under any rule of law, statute or constitutional
          provision or the enforcement of any assessment or by any legal or
          equitable proceeding or otherwise. Each Holder by accepting any of
          the Securities waives and releases all such liability.

          (C)  By amending Article V by:

               (a)  deleting in Section 502 ("Acceleration of Maturity;
                    Rescission and Annulment") in the first paragraph the
                    phrase "If an Event of Default" and replacing it with the
                    phrase "If an Event of Default (other than an Event of
                    Default specified in Sections 501(6) or 501(7) involving
                    the Company",

               (b)  deleting in Section 502 in the first paragraph the phrase
                    "25% in principal amount" and replacing it with the phrase
                    "25% in aggregate principal amount at Maturity",

               (c)  deleting in Section 502 in the first paragraph the phrase
                    "may declare the principal amount" and replacing it with
                    the phrase "may declare an amount equal to the Issue Price
                    of the Securities

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                    plus the accrued Original Issue Discount through the date
                    of such declaration",

               (d)  adding in Section 502 at the end of the first paragraph the
                    sentence, "In the case of an Event of Default specified in
                    Sections 501(6) or 501(7) involving the Company, the Issue
                    Price of the Securities plus the accrued Original Issue
                    Discount accreted thereon through the occurrence of such
                    event shall automatically become and be immediately due and
                    payable.",

               (e)  deleting in Section 502 in the second paragraph the phrase
                    "principal amount" and replacing it with the words
                    "aggregate principal amount at Maturity",

               (f)  deleting in clause 502(1)(B) the phrase "the principal of"
                    and replacing it with the phrase "the Issue Price of the
                    Securities plus the accrued Original Issue Discount of" and

               (g)  deleting in Sections 507(2), 507(5), 512 and 513 the phrase
                    "principal amount" and replacing it with the phrase
                    "aggregate principal amount at Maturity".

          (D)  By amending Section 902 ("Supplemental Indentures with Consent
               of Holders") by replacing in clause (1) the words "conversion
               provisions," with the words "conversion provisions or rights to
               require the Company to purchase a Security," replacing in clause
               (3) the "." with ", or" and adding clauses (4) and (5) as
               follows:

               (4)  alter the manner of calculation or rate of accrual of
                    Original Issue Discount on any Security, or

               (5)  make any change that adversely affects the right of a
                    Holder to receive Common Stock upon surrendering a Security
                    for conversion.

          (E)  By amending Section 1007 ("Additional Amounts") by

               (a)  in the second paragraph, replacing the words "All payments
                    made" with the words "All payments, whether in cash, Common
                    Stock or otherwise, made" and

               (b)  In the fourth paragraph, deleting the phrase "the payment
                    of the principal, premium, if any, or interest" and
                    replacing it with the

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                    phrase "the payment of the principal, premium, if any,
                    interest, Issue Price or accrued Original Issue Discount".

               (F)  By adding the following Sections to Article 10:

               Section 1008. Calculation of Original Issue Discount.

                    The Company shall file with the Internal Revenue Service,
               the Trustee and non-corporate U.S. Holders no later than the end
               of each calendar year (i) a written notice specifying the amount
               of Original Issue Discount (including daily rates and accrual
               periods) accrued on outstanding Securities as of the end of such
               year and (ii) such other specific information relating to such
               Original Issue Discount as may then be relevant under the
               Internal Revenue Code of 1986, as amended from time to time.

               (G)  By amending the following Sections of Article 11:

               (1)  Section 1103 ("Selection by Trustee of Securities to be
                    Redeemed") is hereby amended by adding the following new
                    fourth paragraph: "If any Security selected for partial
                    redemption is converted in part before termination of the
                    conversion right with respect to the portion of the
                    Security so selected, the converted portion of such
                    Security shall be deemed (so far as may be) to be the
                    portion selected for redemption. Securities which have been
                    converted during a selection of Securities to be redeemed
                    may be treated by the Trustee as outstanding for the
                    purpose of such selection."

               (2)  Section 1104 ("Notice of Redemption") is hereby amended by
                    replacing in two places in clause (4) the words "principal
                    amount" with "principal amount at Maturity", deleting the
                    word "and" in clause (7), replacing the "." with a "," in
                    clause (8) and adding the following clauses (9), (10),
                    (11), (12) and (13):

                    (9)  the Conversion Rate,

                    (10) the name and address of the Paying Agent and the
                         Conversion Agent,

                    (11) that Securities called for redemption may be converted
                         at any time before the close of business on the date
                         that is two Business Days prior to the Redemption
                         Date,

                    (12) that Holders who want to convert Securities must
                         satisfy the requirements set forth in paragraph 8 of
                         the Securities, and

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                    (13) that, unless the Company defaults in making payment of
                         such Redemption Price, Original Issue Discount on
                         Securities called for redemption will cease to accrue
                         on and after the Redemption Date.

               (3)  Section 1106 ("Securities Payable on Redemption Date")
                    shall be amended by adding to the end of the first sentence
                    the phrase "; provided, however, that Securities which are
                    converted in accordance with the terms of this Indenture
                    shall not be due and payable on the Redemption Date." and
                    replacing the word "bear" wherever it appears in Section
                    1106 with the phrase "bear or accrue".

               (4)  Section 1108 ("Right of Redemption") shall be amended by
                    deleting the phrase "at a redemption price equal to 100% of
                    the principal amount plus accrued interest to the date
                    fixed for redemption" and replacing such phrase with the
                    words "at a redemption price equal to the Issue Price of
                    the Securities plus the accrued Original Issue Discount on
                    the Securities accrued through the date fixed for
                    redemption".

               (H)  By adding the following Sections to Article 11:

               Section 1109. Redemption of LYONs at the Option of the Company.

                    The Company, at its option, may redeem the Securities
               during the time period specified by and in accordance with the
               provisions of paragraph 5 of the Securities. Securities or
               portions of Securities called for redemption pursuant to this
               provision will be convertible by the Holder until the close of
               business on the second Business Day prior to the Redemption
               Date. Notwithstanding anything stated herein to the contrary,
               payment of the principal amount at final Maturity shall not be
               deemed a redemption and at final Maturity the Company must pay
               the principal amount of the Securities in cash and not in shares
               of the Company's Common Stock.

               Section 1110. Purchase of Securities at Option of the Holder.

               (a) General. At the option of the Holder thereof, Securities
          shall be purchased by the Company pursuant to paragraph 6 of the
          Securities on ____________, 2005 and ____________, 2011 (each, a
          "Purchase Date") at the purchase price set forth below (each, a
          "Purchase Price", as applicable):

                    Purchase Price per $1,000 of LYONs

                           Purchase Date                    Purchase  Price

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                      _____________, 2005                    $
                      _____________, 2011                    $

               Purchases of Securities hereunder shall be made, at the option
          of the Holder thereof, upon:

               (1)  delivery to the Paying Agent by the Holder of a written
                    notice of purchase (a "Purchase Notice") at any time from
                    the opening of business on the date that is 20 Business
                    Days prior to a Purchase Date until the close of business
                    on the third Business Day prior to such Purchase Date
                    stating:

                    (A)  the certificate number of the Security which the
                         Holder will deliver to be purchased,

                    (B)  the portion of the principal amount at Maturity of the
                         Security which the Holder will deliver to be
                         purchased, which portion must be in principal amounts
                         of $1,000 or an integral multiple thereof,

                    (C)  that such Security shall be purchased as of the
                         Purchase Date pursuant to the terms and conditions
                         specified in paragraph 6 of the Securities and in this
                         Indenture, and

                    (D)  that in the event the Company elects, pursuant to
                         Section 1110(b), to pay the Purchase Price to be paid
                         on ______________, 2005 or ______________, 2011, in
                         whole or in part, in Common Stock but such portion of
                         the Purchase Price shall ultimately be payable to such
                         Holder entirely in cash because any of the conditions
                         to payment of the Purchase Price or portion of the
                         Purchase Price in Common Stock is not satisfied prior
                         to the close of business on ______________, 2005 or
                         ______________, 2011, as the case may be and as set
                         forth in Section 1110(d), whether such Holder elects
                         (i) to withdraw such Purchase Notice as to some or all
                         of the Securities to which such Purchase Notice
                         relates (stating the principal amount at Maturity and
                         certificate numbers, if any, of the Securities as to
                         which such withdrawal shall relate), or (ii) to
                         receive cash in respect of the entire Purchase Price
                         for all

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                         Securities (or portions thereof) to which such Purchase
                         Notice relates; and

               (2)  delivery of such Security to the Paying Agent prior to, on
                    or after the Purchase Date (together with all necessary
                    endorsements) at the offices of the Paying Agent, such
                    delivery being a condition to receipt by the Holder of the
                    Purchase Price therefor; provided, however, that such
                    Purchase Price shall be so paid pursuant to this Section
                    1110 only if the Security so delivered to the Paying Agent
                    shall conform in all respects to the description thereof in
                    the related Purchase Notice, as determined by the Company.

               If a Holder, in such Holder's Purchase Notice and in any written
          notice of withdrawal delivered by such Holder pursuant to the terms
          of Section 1112, fails to indicate such Holder's choice with respect
          to the election set forth in clause (D) of Section 1110(a)(1), such
          Holder shall be deemed to have elected to receive cash in respect of
          the entire Purchase Price for all Securities subject to such Purchase
          Notice in the circumstances set forth in such clause (D).

               The Company shall purchase from the Holder thereof, pursuant to
          this Section 1110, a portion of a Security if the principal amount at
          Maturity of such portion is $1,000 or an integral multiple of $1,000.
          Provisions of this Indenture that apply to the purchase of all of a
          Security also apply to the purchase of such portion of such Security.

               Any purchase by the Company contemplated pursuant to the
          provisions of this Section 1110 shall be consummated by the delivery
          of the consideration to be received by the Holder promptly following
          the later of the Purchase Date and the time of delivery of the
          Security.

               Notwithstanding anything herein to the contrary, any Holder
          delivering to the Paying Agent the Purchase Notice contemplated by
          this Section 1110(a) shall have the right to withdraw such Purchase
          Notice at any time prior to the close of business on the Purchase
          Date by delivery of a written notice of withdrawal to the Paying
          Agent in accordance with Section 1112.

               The Paying Agent shall promptly notify the Company of the
          receipt by it of any Purchase Notice or written notice of withdrawal
          thereof.

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               (b) Company's Right to Elect Manner of Payment of Purchase Price
          for Payment on ______________, 2005 or ______________, 2011. The
          Securities to be purchased on ______________, 2005 or ______________,
          2011 pursuant to Section 1110(a) may be paid for, at the election of
          the Company, in U.S. legal tender ("cash") or Common Stock or in any
          combination of cash and Common Stock subject to the conditions set
          forth in Sections 1110(c) and (d). The Company shall designate, in
          the Company Notice delivered pursuant to Section 1110(e), whether the
          Company will purchase the Securities for cash or Common Stock, or, if
          a combination thereof, the percentages of the Purchase Price of
          Securities in respect of which it will pay in cash or Common Stock;
          provided that the Company will pay cash for fractional interests in
          Common Stock. For purposes of determining the existence of potential
          fractional interests, all Securities subject to purchase by the
          Company held by a Holder shall be considered together (no matter how
          many separate certificates are to be presented). Each Holder whose
          Securities are purchased pursuant to this Section 1110 shall receive
          the same percentage of cash or Common Stock in payment of the
          Purchase Price for such Securities, except (i) as provided in Section
          1110(d) with regard to the payment of cash in lieu of fractional
          shares of Common Stock and (ii) in the event that the Company is
          unable to purchase the Securities of a Holder or Holders for Common
          Stock because any necessary qualifications or registrations of the
          Common Stock under applicable securities laws cannot be obtained, the
          Company may purchase the Securities of such Holder or Holders for
          cash. The Company may not change its election with respect to the
          consideration (or components or percentages of components thereof) to
          be paid once the Company has given its Company Notice to
          Securityholders except pursuant to Section 1110(d) in the event of a
          failure to satisfy, prior to the close of business on the Purchase
          Date, any condition to the payment of the Purchase Price, in whole or
          in part, in Common Stock.

               At least three Business Days before each Company Notice Date,
          the Company shall deliver an Officers' Certificate to the Trustee
          specifying:

                    (i) if the Purchase Date is ______________, 2005 or
               ______________, 2011, the manner of payment selected by the
               Company,

                    (ii) the information required by Section 1110(e),

                    (iii) if the Purchase Date is ____________, 2005 or
               _____________, 2011, if the Company elects to pay the Purchase
               Price, or a specified percentage thereof, in Common Stock, that

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               the conditions to such manner of payment set forth in Section
               1110(d) have been or will be complied with, and

                    (iv) whether the Company desires the Trustee to give the
               Company Notice required by Section 1110(e).

               (c) Purchase with Cash. On ______________, 2005 and
          ______________, 2011, at the option of the Company, the Purchase
          Price of Securities in respect of which a Purchase Notice pursuant to
          Section 1110(a) has been given, or a specified percentage thereof,
          may be paid by the Company with cash equal to the aggregate Purchase
          Price of such Securities or in Common Stock pursuant to clause
          1110(d). The Company Notice, as provided in Section 1110(e), shall be
          sent to all Holders at their addresses shown in the Security Register
          of the Security Registrar (and to beneficial owners as required by
          applicable law) not less than 20 Business Days prior to such Purchase
          Date (the "Company Notice Date").

               (d) Payment by Issuance of Common Stock. On ____________, 2005
          and ____________, 2011, at the option of the Company, the Purchase
          Price of Securities in respect of which a Purchase Notice pursuant to
          Section 1110(a) has been given, or a specified percentage thereof,
          may be paid by the Company by the issuance of a number of shares of
          Common Stock equal to the quotient obtained by dividing (i) the
          amount of cash to which the Securityholders would have been entitled
          had the Company elected to pay all or such specified percentage, as
          the case may be, of the Purchase Price of such Securities in cash by
          (ii) the Market Price of a share of Common Stock, subject to the next
          succeeding paragraph.

               The Company will not issue a fractional share of Common Stock in
          payment of the Purchase Price. Instead the Company will pay cash for
          the current market value of the fractional share. The current market
          value of a fraction of a share shall be determined by multiplying the
          Market Price by such fraction and rounding the product to the nearest
          whole cent. It is understood that if a Holder elects to have more
          than one Security purchased, the number of shares of Common Stock
          shall be based on the aggregate amount of Securities to be purchased.

               If the Company elects to purchase the Securities by the issuance
          of Common Stock on ____________, 2005 or ____________, 2011, the
          Company Notice, as provided in Section 1110(e), shall be sent to the
          Holders (and to beneficial owners as required by applicable law) not
          later than the Company Notice Date.

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               The Company's right to exercise its election to purchase
          Securities on ____________, 2005 or ____________, 2011 through the
          issuance of Common Stock shall be conditioned upon:

                    (i) prior to issuance of the Common Stock, listing such
               Common Stock on the principal United States securities exchange
               on which the Company's Common Stock is then listed or, if not so
               listed, on the Nasdaq National Market or their reasonable
               equivalent in the United States;

                    (ii) the Company's not having given its Company Notice of
               an election to pay entirely in cash and its giving of timely
               Company Notice of election to purchase all or a specified
               percentage of the Securities with Common Stock as provided
               herein;

                    (iii) the registration of such Common Stock under the
               Securities Act of 1933, as amended, and the Exchange Act, if
               required;

                    (iv) any necessary qualification or registration under
               applicable securities laws or the availability of an exemption
               from such qualification and registration; and

                    (v) the receipt by the Trustee of an Officers' Certificate
               and an Opinion of Counsel each stating that (A) the terms of the
               issuance of the Common Stock are in conformity with this
               Indenture and (B) the Common Stock to be issued by the Company
               in payment of the Purchase Price in respect of Securities have
               been duly authorized and, when issued and delivered pursuant to
               the terms of this Indenture in payment of the Purchase Price in
               respect of the Securities, will be validly issued, fully paid
               and non-assessable and, to the best of such counsel's knowledge,
               free from preemptive rights, and, in the case of such Officers'
               Certificate, stating that the conditions above and the condition
               set forth in the second succeeding sentence have been satisfied
               and, in the case of such Opinion of Counsel, stating that the
               conditions above has been satisfied.

               Such Officers' Certificate shall also set forth the number of
          shares of Common Stock to be issued for each $1,000 principal amount
          at Maturity of Securities and the Sale Price of a share of Common
          Stock on each trading day during the period commencing on the first
          trading day of the period during which the Market Price is calculated
          and ending on ____________,

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          2005 or ____________, 2011. The Company may pay the Purchase Price
          (or any portion thereof) in Common Stock only if the information
          necessary to calculate the Market Price is published in a daily
          newspaper of national circulation in the United States. If the
          foregoing conditions are not satisfied with respect to a Holder or
          Holders prior to the close of business on the Purchase Date whether
          or not the Company has elected to purchase the Securities pursuant to
          this Section 1110 through the issuance of Common Stock, the Company
          shall pay the entire Purchase Price of the Securities of such Holder
          or Holders in cash.

               The "Market Price" of the Common Stock means the average of the
          Sale Prices of the Common Stock for the five trading day period
          ending on (if the third Business Day prior to the applicable Purchase
          Date is a trading day or, if not, then on the last trading day prior
          to) the third Business Day prior to the applicable Purchase Date,
          appropriately adjusted to take into account the occurrence, during
          the period commencing on the first of such trading days during such
          five trading day period and ending on such Purchase Date, of any
          event described in Sections 1306, 1307 or 1308; subject, however, to
          the conditions set forth in Sections 1309 and 1310.

               The "Sale Price" of the Common Stock on any date means the
          closing per share sale price (or, if no closing sale price is
          reported, the average of the bid and ask prices or, if more than one
          in either case, the average of the average bid and average ask
          prices) on such date as reported in the composite transactions for
          the principal United States securities exchange on which the Common
          Stock is traded or, if the Common Stock is not listed on a United
          States national or regional securities exchange, as reported by the
          National Association of Securities Dealers Automated Quotation System
          or the reasonable United States equivalent.

               Upon determination of the actual number of shares of Common
          Stock to be issued for each $1,000 principal amount at Maturity of
          Securities, the Company will issue a press release in a commercially
          reasonable manner describing such determination and will publish such
          determination on the Company's Web site on the World Wide Web or a
          reasonable equivalent.

               (e) Notice of Election. In connection with any purchase of
          Securities pursuant to paragraph 6 of the Securities, the Company
          shall give notice to Holders setting forth information specified in
          this Section 1110(e) (the "Company Notice").

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               In the event the Company has elected to pay the Purchase Price
          (or a specified percentage thereof) with Common Stock on
          ____________, 2005 or ____________, 2011, the Company Notice shall:

               (1)  state that each Holder will receive Common Stock with a
                    Market Price determined as of a specified date prior to the
                    Purchase Date equal to such specified percentage of the
                    Purchase Price of the Securities held by such Holder
                    (except any cash amount to be paid in lieu of fractional
                    shares);

               (2)  set forth the method of calculating the Market Price of the
                    Common Stock; and

               (3)  state that because the Market Price of Common Stock will be
                    determined prior to the Purchase Date, Holders will bear
                    the market risk with respect to the value of the Common
                    Stock to be received from the date such Market Price is
                    determined to the Purchase Date.

               In any case, each Company Notice shall include a form of
          Purchase Notice to be completed by a Securityholder and shall state:

                    (i) the Purchase Price and the Conversion Rate;

                    (ii) the name and address of the Paying Agent and the
               Conversion Agent;

                    (iii) that Securities as to which a Purchase Notice has
               been given may be converted if they are otherwise convertible
               only in accordance with Article 13 of the Indenture and
               paragraph 8 of the Securities if the applicable Purchase Notice
               has been withdrawn in accordance with the terms of this
               Indenture;

                    (iv) that Securities must be surrendered to the Paying
               Agent to collect payment;

                    (v) that the Purchase Price for any security as to which a
               Purchase Notice has been given and not withdrawn will be paid
               promptly following the later of the Purchase Date and the time
               of surrender of such Security as described in Section
               1110(b)(iv);

                    (vi) the procedures the Holder must follow to exercise
               rights under Section 1110 and a brief description of those
               rights;

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                    (vii) briefly, the conversion rights of the Securities;

                    (viii) the procedures for withdrawing a Purchase Notice
               (including, without limitation, for a conditional withdrawal
               pursuant to the terms of Section 1110(a)(1)(D) or Section 1112);

                    (ix) that, unless the Company defaults in making payment on
               Securities for which a Purchase Notice has been submitted,
               Original Issue Discount on such Securities will cease to accrue
               on the Purchase Date;

                    (x) the CUSIP number of the Securities; and

                    (xi) any additional information which the Company wishes to
               provide.

               At the Company's request, the Trustee shall give such Company
          Notice in the Company's name and at the Company's expense; provided,
          however, that, in all cases, the text of such Company Notice shall be
          prepared by the Company.

               (f) Covenants of the Company. All shares of Common Stock
          delivered upon purchase of the Securities shall be newly issued
          shares or treasury shares, shall be duly authorized, validly issued,
          fully paid and nonassessable, and shall be free from preemptive
          rights and free of any lien or adverse claim. The Company shall list
          or have quoted any Common Stock to be issued to purchase Securities
          on each securities exchange or over-the-counter or other market on
          which the Common Stock are then listed or quoted.

               (g) Procedure upon Purchase. The Company shall deposit cash (in
          respect of cash purchases under Section 1110 or for fractional
          interests, as applicable) or Common Stock, or a combination thereof,
          as applicable, at the time and in the manner as provided in Section
          1113, sufficient to pay the aggregate Purchase Price of all
          Securities to be purchased pursuant to this Section 1110. As soon as
          practicable after the Purchase Date, the Company shall cause to be
          delivered to each Holder entitled to receive Common Stock through the
          Paying Agent, a certificate for the number of full shares of Common
          Stock issuable in payment of the Purchase Price and cash in lieu of
          any fractional interests. The person in whose name the certificate
          for Common Stock is registered shall be treated as a holder of record
          of Common Stock on the Business Day following the Purchase Date.
          Subject to Section 1110, no payment or adjustment will be made for
          dividends on

                                     -15-

<PAGE>

          the Common Stock the record date for which occurred on or prior to
          the Purchase Date.

               (h) Taxes. If a Holder of a Security purchased on ____________,
          2005 or ____________, 2011 is paid in Common Stock, the Company shall
          pay any documentary, stamp or similar issue or transfer tax due on
          such issue of Common Stock. However, the Holder shall pay any such
          tax which is due because the Holder requests the Common Stock to be
          issued in a name other than the Holder's name. The Paying Agent may
          refuse to deliver the certificates representing the Common Stock
          being issued in a name other than the Holder's name until the Paying
          Agent receives a sum sufficient to pay any tax which will be due
          because the Common Stock is to be issued in a name other than the
          Holder's name. Nothing herein shall preclude any income tax
          withholding required by law or regulations. Nothing in this Section
          1110(h) shall be deemed to limit the provisions of Section 1007 and,
          in the event of a conflict between such sections, the provisions of
          Section 1007 shall govern.

          Section 1111. Purchase of Securities at Option of the Holder upon
                        Change in Control.

               (a) If on or prior to ____________, 2005 there shall have
          occurred a Change in Control, Securities shall be purchased by the
          Company, at the option of the Holder thereof, at a purchase price in
          cash specified in paragraph 6 of the Securities (the "Change in
          Control Purchase Price"), as of a date that is no later than 35
          Business Days after the occurrence of the Change in Control (the
          "Change in Control Purchase Date") and no earlier than the Change in
          Control Purchase Date, subject to satisfaction by or on behalf of the
          Holder of the requirements set forth in Section 1111(c).

               A "Change in Control" shall be deemed to have occurred at such
          time as either of the following events shall occur:

                    (i) There shall be consummated any consolidation or merger
               of the Company pursuant to which the Common Stock would be
               converted into cash, securities or other property, in each case
               other than a consolidation or merger of the Company in which the
               holders of the Common Stock immediately prior to the
               consolidation or merger have, directly or indirectly, at least a
               majority of the total voting power in the aggregate of all
               classes of Capital Stock of the continuing or surviving
               corporation immediately after the consolidation or merger; or

                                     -16-

<PAGE>

                    (ii) Any person (for the purposes of this Section 1111
               only, as the term "person" is used in Section 13(d)(3) or
               Section 14(d)(2) of the Exchange Act), including its Affiliates
               and Associates, other than the Company, its Subsidiaries or any
               Permitted Holder, files a Schedule TO (or any successor
               schedule, form or report under the Exchange Act) or other report
               disclosing that such person has become the direct or indirect
               beneficial owner (as the term "beneficial owner" is defined
               under Rule 13d-3 or any successor rule or regulation promulgated
               under the Exchange Act) of 50% or more of the voting power of
               the Common Stock then outstanding or other Capital Stock into
               which the Company's Common Stock is reclassified or changed;

               "Permitted Holder" means Cruise Associates, a Bahamian General
          Partnership, and A Wilhemsen AS., a Norwegian Corporation or any
          "person" (as such term is used on Section 13(d) or 14(d) of the
          Exchange Act), directly or indirectly, controlling, controlled by, or
          under common control with either or both of Cruise Associates or A.
          Wilhemsen AS.

               The provisions of this Section 1111 will apply notwithstanding
          the Company's failure to comply with the provisions of Article 8 or
          any other provision hereof.

               "Associate" shall have the meaning ascribed to such term in Rule
          12b-2 of the General Rules and Regulations under the Exchange Act, as
          in effect on the date hereof.

               (b) At any time prior to or after a proposed Change in Control
          but no later than 15 Business Days after the occurrence of a Change
          in Control, the Company shall mail a written notice of the Change in
          Control by first- class mail to the Trustee and to each Holder at
          their addresses shown in the Security Register of the Security
          Registrar (and to beneficial owners as required by applicable law).
          The notice shall include a form of Change in Control Purchase Notice
          to be completed by the Securityholder and shall state:

               (1)  briefly, the events causing a Change in Control and the
                    date of such Change in Control;

               (2)  the date by which the Change in Control Purchase Notice
                    pursuant to this Section 1111 must be delivered to the
                    Paying Agent and other persons;

                                     -17-

<PAGE>

               (3)  the Change in Control Purchase Price;

               (4)  the Change in Control Purchase Date;

               (5)  the name and address of the Paying Agent and the Conversion
                    Agent;

               (6)  the Conversion Rate and any adjustments thereto;

               (7)  that Securities as to which a Change in Control Purchase
                    Notice has been given may be converted if they are
                    otherwise convertible pursuant to Article 13 hereof only if
                    the Change in Control Purchase Notice has been withdrawn in
                    accordance with the terms of this Indenture;

               (8)  that Securities must be surrendered to the Paying Agent to
                    collect payment;

               (9)  that the Change in Control Purchase Price for any Security
                    as to which a Change in Control Purchase Notice has been
                    duly given and not withdrawn will be paid promptly
                    following the later of the Change in Control Purchase Date
                    and the time of surrender of such Security as described in
                    Section 1111(b)(8);

               (10) briefly, the procedures the Holder must follow to exercise
                    rights under this Section 1111;

               (11) briefly, the conversion rights, if any, of the Securities
                    before and after the transaction;

               (12) the procedures for withdrawing a Change in Control Purchase
                    Notice;

               (13) that, unless the Company defaults in making payment of such
                    Change in Control Purchase Price, Original Issue Discount
                    on Securities surrendered for purchase by the Company will
                    cease to accrue on and after the Change in Control Purchase
                    Date; and

               (14) the CUSIP number of the Securities.

               (c) A Holder may exercise its rights specified in Section
          1111(a) upon delivery of a written notice of purchase (a "Change in
          Control Purchase Notice") to the Paying Agent at any time prior to
          the close of

                                     -18-

<PAGE>

          business on the third Business Day prior to the Change in Control
          Purchase Date, stating:

               (1)  the certificate number of the Security which the Holder
                    will deliver to be purchased;

               (2)  the portion of the principal amount at Maturity of the
                    Security which the Holder will deliver to be purchased,
                    which portion must be $1,000 or an integral multiple
                    thereof; and

               (3)  that such Security shall be purchased pursuant to the terms
                    and conditions specified in paragraph 6 of the Securities.

               The delivery of such Security to the Paying Agent prior to, on
          or after the Change in Control Purchase Date (together with all
          necessary endorsements) at the offices of the Paying Agent shall be a
          condition to the receipt by the Holder of the Change in Control
          Purchase Price therefor; provided, however, that such Change in
          Control Purchase Price shall be so paid pursuant to this Section 1111
          only if the Security so delivered to the Paying Agent shall conform
          in all respects to the description thereof set forth in the related
          Change in Control Purchase Notice.

               The Company shall purchase from the Holder thereof, pursuant to
          this Section 1111, a portion of a Security if the principal amount at
          Maturity of such portion is $1,000 or an integral multiple of $1,000.
          Provisions of this Indenture that apply to the purchase of all of a
          Security also apply to the purchase of such portion of such Security.

               Any purchase by the Company contemplated pursuant to the
          provisions of this Section 1111 shall be consummated by the delivery
          of the consideration to be received by the Holder promptly following
          the later of the Change in Control Purchase Date and the time of
          delivery of the Security to the Paying Agent in accordance with this
          Section 1111.

               Notwithstanding anything herein to the contrary, any Holder
          delivering to the Paying Agent the Change in Control Purchase Notice
          contemplated by this Section 1111(c) shall have the right to withdraw
          such Change in Control Purchase Notice at any time prior to the close
          of business on the Change in Control Purchase Date by delivery of a
          written notice of withdrawal to the Paying Agent in accordance with
          Section 1112.

                                     -19-

<PAGE>

               The Paying Agent shall promptly notify the Company of the
          receipt by it of any Change in Control Purchase Notice or written
          withdrawal thereof.

          Section 1112.  Effect of Purchase Notice or Change in Control Purchase
                         Notice.

               Upon receipt by the Paying Agent of the Purchase Notice or
          Change in Control Purchase Notice specified in Section 1110(a) or
          Section 1111(c), as applicable, the Holder of the Security in respect
          of which such Purchase Notice or Change in Control Purchase Notice,
          as the case may be, was given shall (unless such Purchase Notice or
          Change in Control Purchase Notice is withdrawn in accordance with the
          procedures set forth in the following two paragraphs) thereafter be
          entitled to receive solely the Purchase Price or Change in Control
          Purchase Price, as the case may be, with respect to such Security.
          Such Purchase Price or Change in Control Purchase Price shall be paid
          to such Holder, subject to receipts of funds and/or securities by the
          Paying Agent, promptly following the later of (x) the Purchase Date
          or the Change in Control Purchase Date, as the case may be, with
          respect to such Security (provided the conditions in Section 1110(a)
          or Section 1111(c), as applicable, have been satisfied) and (y) the
          time of delivery of such Security to the Paying Agent by the Holder
          thereof in the manner required by Section 1110(a) or Section 1111(c),
          as applicable. Securities in respect of which a Purchase Notice or
          Change in Control Purchase Notice, as the case may be, has been given
          by the Holder thereof may not be converted pursuant to Article 13
          hereof on or after the date of the delivery of such Purchase Notice
          or Change in Control Purchase Notice, as the case may be, unless such
          Purchase Notice or Change in Control Purchase Notice, as the case may
          be, has first been validly withdrawn as specified in the following
          two paragraphs.

               A Purchase Notice or Change in Control Purchase Notice, as the
          case may be, may be withdrawn by means of a written notice of
          withdrawal delivered to the office of the Paying Agent in accordance
          with the Purchase Notice or Change in Control Purchase Notice, as the
          case may be, at any time prior to the close of business on the
          Purchase Date or the Change in Control Purchase Date, as the case may
          be, specifying:

               (1)  the certificate number, if any, of the Security in respect
                    of which such notice of withdrawal is being submitted,

               (2)  the principal amount at Maturity of the Security with
                    respect to which such notice of withdrawal is being
                    submitted, and

                                     -20-

<PAGE>

               (3)  the principal amount at Maturity, if any, of such Security
                    which remains subject to the original Purchase Notice or
                    Change in Control Purchase Notice, as the case may be, and
                    which has been or will be delivered for purchase by the
                    Company.

               A written notice of withdrawal of a Purchase Notice may be in
          the form set forth in the preceding paragraph or may be in the form
          of (i) a conditional withdrawal contained in a Purchase Notice
          pursuant to the terms of Section 1110(a)(1)(D) or (ii) a conditional
          withdrawal containing the information set forth in Section
          1110(a)(1)(D) and the preceding paragraph and contained in a written
          notice of withdrawal delivered to the Paying Agent as set forth in
          the preceding paragraph.

               There shall be no purchase of any Securities pursuant to Section
          1110 or 1111 if there has occurred (prior to, on or after, as the
          case may be, the giving, by the Holders of such Securities, of the
          required Purchase Notice or Change in Control Purchase Notice, as the
          case may be) and is continuing an Event of Default (other than a
          default in the payment of the Purchase Price or Change in Control
          Purchase Price, as the case may be, with respect to such Securities).
          The Paying Agent will promptly return to the respective Holders
          thereof any Securities (x) with respect to which a Purchase Notice or
          Change in Control Purchase Notice, as the case may be, has been
          withdrawn in compliance with this Indenture, or (y) held by it during
          the continuance of an Event of Default (other than a default in the
          payment of the Purchase Price or Change in Control Purchase Price, as
          the case may be, with respect to such Securities) in which case, upon
          such return, the Purchase Notice or Change in Control Purchase Notice
          with respect thereto shall be deemed to have been withdrawn.

          Section 1113.    Deposit of Purchase Price or Change in Control
                           Purchase Price.

               Prior to 10:00 a.m. (local time in the City of New York) on the
          Business Day following the Purchase Date or the Change in Control
          Purchase Date, as the case may be, the Company shall deposit with the
          Trustee or with the Paying Agent (or, if the Company or a Subsidiary
          or an Affiliate of either of them is acting as the Paying Agent,
          shall segregate and hold in trust as provided in Section 606 an
          amount of money (in immediately available funds if deposited on such
          Business Day) or Common Stock, if permitted hereunder, sufficient to
          pay the aggregate Purchase Price or Change in Control Purchase Price,
          as the case may be, of

                                     -21-

<PAGE>

          all the Securities or portions thereof which are to be purchased as
          of the Purchase Date or Change in Control Purchase Date, as the case
          may be.

               If the Paying Agent holds money (or, in the case of the Purchase
          Price, securities) sufficient to pay the Purchase Price or Change in
          Control Purchase Price, as the case may be, on the Business Day
          following the Purchase Date or the Change in Control Purchase Date,
          in accordance with the terms hereof, then immediately after such
          Purchase Date or Change in Control Purchase Date, as the case may be,
          the Security will cease to be Outstanding and Original Issue Discount
          on such Security will cease to accrue, whether or not the Security is
          delivered to the Paying Agent. Thereafter, all other rights of the
          Holder shall terminate, other than the right to receive the Purchase
          Price or Change in Control Purchase Price, as the case may be, upon
          delivery of the Security.

          Section 1114.    Securities Purchased in Part.

               Any Security which is to be purchased only in part shall be
          surrendered at the office of the Paying Agent (with, if the Company
          or the Trustee so requires, due endorsement by, or a written
          instrument of transfer in form satisfactory to the Company and the
          Trustee duly executed by, the Holder thereof or such Holder's
          attorney duly authorized in writing) and the Company shall execute
          and the Trustee shall authenticate and deliver to the Holder of such
          Security, without service charge, a new Security or Securities, of
          any authorized denomination as requested by such Holder in aggregate
          principal amount at Maturity equal to, and in exchange for, the
          portion of the principal amount at Maturity of the Security so
          surrendered which is not purchased.

          Section 1115.    Covenant to Comply With Securities Laws Upon Purchase
                           of Securities.

               The Company shall to the extent applicable (i) comply with the
          provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules
          under the Exchange Act which may then be applicable, (ii) file the
          related Schedule TO (or any successor schedule, form or report) or
          any other required schedule under the Exchange Act, and (iii)
          otherwise comply with all Federal and state securities laws so as to
          permit the rights and obligations under Sections 1110 and 1111 to be
          exercised in the time and in the manner specified in Sections 1110
          and 1111

          Section 1116.    Repayment to the Company.

                                     -22-
<PAGE>

               The Trustee and the Paying Agent shall return to the Company any
          cash or Common Stock that remain unclaimed as provided in paragraph
          11 of the Securities, together with interest or dividends, if any,
          thereon (subject to the provisions of Section 606), held by them for
          the payment of the Purchase Price or Change in Control Purchase
          Price, as the case may be; provided, however, that to the extent that
          the aggregate amount of cash or Common Stock deposited by the Company
          pursuant to Section 1113 exceeds the aggregate Purchase Price or
          Change in Control Purchase Price, as the case may be, of the
          Securities or portions thereof which the Company is obligated to
          purchase as of the Purchase Date or Change in Control Purchase Date,
          as the case may be, then, unless otherwise agreed in writing with the
          Company, promptly after the Business Day following the Purchase Date
          or Change in Control Purchase Date, as the case may be, the Trustee
          shall return any such excess to the Company together with interest,
          if any, thereon (subject to the provisions of Section 606).

               (I) By adding the following Article 13 to the Indenture:

                                ARTICLE THIRTEEN

                            CONVERSION OF SECURITIES

          Section 1301.   Conversion Privilege.

               A Holder of a Security may convert such Security into Common
          Stock at any time during the period stated in paragraph 8 of the
          Securities. The number of shares of Common Stock issuable upon
          conversion of a Security per $1,000 of principal amount at Maturity
          thereof (the "Conversion Rate") shall be that set forth in paragraph
          8 in the Securities, subject to adjustment as herein set forth. A
          Holder may convert a portion of the principal amount at Maturity of a
          Security if the portion is $1,000 or an integral multiple of $1,000.
          Provisions of this Indenture that apply to conversion of all of a
          Security also apply to conversion of a portion of a Security.

               In the event that the Ex-Dividend Time (or in the case of a
          subdivision, combination or reclassification, the effective date with
          respect thereto) with respect to a dividend, subdivision, combination
          or reclassification to which Section 1306(1), (2), (3) or (5) applies
          occurs during the period applicable for calculating the "Average Sale
          Price" pursuant to the definition in the preceding sentence, the
          "Average Sale Price" shall be calculated for such period in a manner
          determined by the Board of Directors to reflect the impact of such
          dividend, subdivision,

                                     -23-

<PAGE>

          combination or reclassification on the Sale Price of the Common Stock
          during such period.

               "Time of Determination" means the time and date of the earlier
          of (i) the determination of stockholders entitled to receive rights,
          warrants or options or a distribution, in each case, to which Section
          1307 or 1308 applies and (ii) the time ("Ex-Dividend Time")
          immediately prior to the commencement of "ex-dividend" trading for
          such rights, warrants or options or distribution on the New York
          Stock Exchange or such other national or regional exchange or market
          on which the Common Stock are then listed or quoted.

          Section 1302.    Conversion Procedure.

               To convert a Security a Holder must satisfy the requirements in
          paragraph 8 of the Securities. The first Business Day on which the
          Holder satisfies all those requirements is the conversion date (the
          "Conversion Date"). As soon as practicable after the Conversion Date,
          the Company shall deliver to the Holder, through the Conversion
          Agent, a certificate for the number of full shares of Common Stock
          issuable upon the conversion or exchange and cash in lieu of any
          fractional share determined pursuant to Section 1303. The person in
          whose name the certificate is registered shall be treated as a
          shareholder of record on and after the next Business Day following
          the Conversion Date. Upon conversion or exchange of a Security, such
          person shall no longer be a Holder of such Security.

               No payment or adjustment will be made for dividends on, or other
          distributions with respect to, any Common Stock except as provided in
          this Article 13. On conversion of a LYON, that portion of accrued
          Original Issue Discount attributable to the period from the Issue
          Date of the LYON through the Conversion Date with respect to the
          converted LYON shall not be cancelled, extinguished or forfeited, but
          rather shall be deemed to be paid in full to the Holder thereof
          through delivery of the Common Stock (together with the cash payment,
          if any, in lieu of fractional shares pursuant to Section 1303) for
          the LYON being converted pursuant to the provisions hereof; and the
          fair market value of such Common Stock (together with any such cash
          payment in lieu of fractional shares) shall be treated as issued, to
          the extent thereof, first in exchange for Original Issue Discount
          accrued through the Conversion Date, and the balance, if any, of such
          fair market value of such Common Stock (and any such cash payment)
          shall be treated as issued for the Issue Price of the LYON being
          converted pursuant to the provisions hereof. If the Holder converts
          more than one Security at the same time, the number of shares of
          Common Stock issuable upon the

                                     -24-

<PAGE>

          conversion shall be based on the total principal amount at Maturity
          of the Securities converted.

               If the last day on which a Security may be converted is not a
          Business Day, the Security may be surrendered on the next succeeding
          day that is a Business Day.

               Upon surrender of a Security that is converted in part, the
          Company shall execute, and the Trustee shall authenticate and deliver
          to the Holder, a new Security in an authorized denomination equal in
          principal amount at Maturity to the unconverted portion of the
          Security surrendered.

               A Holder may surrender for conversion a Security called for
          redemption at any time prior to the close of business on the second
          Business Day prior to any Redemption Date, even if it is not
          otherwise convertible at such time. A Security for which a Holder has
          delivered a Purchase Notice or a Change in Control Purchase Notice as
          described above requiring the Company to purchase the Security may be
          surrendered for conversion only if such notice is withdrawn in a
          timely manner in accordance with the terms of this Indenture.

               The Conversion Rate will not be adjusted for accrued Original
          Issue Discount. A certificate for the number of full shares of Common
          Stock into which any Security is converted, together with any cash
          payment for fractional shares, will be delivered through the
          Conversion Agent as soon as practicable following the Conversion
          Date.

          Section 1303.    Fractional Shares.

               Securityholders will not receive a fractional share upon
          conversion or exchange of a Security. Instead, the Holder will
          receive cash for the current market value of the fractional share.
          The current market value of a fractional share shall be determined,
          to the nearest 1/1,000th of a share, by multiplying the Sale Price,
          on the last trading day prior to the Conversion Date, of a full share
          by the fractional amount and rounding the product to the nearest
          whole cent.

          Section 1304.    Taxes on Conversion.

               If a Holder submits a Security for conversion, the Company shall
          pay any documentary, stamp or similar issue or transfer tax due on
          the issue of Common Stock upon the conversion. However, the Holder
          shall pay any such tax which is due because the Holder requests the
          shares to be issued in a name other than the Holder's name. The
          Conversion Agent may refuse to deliver the certificates representing
          the Common Stock being issued in a

                                     -25-

<PAGE>

          name other than the Holder's name until the Conversion Agent receives
          a sum sufficient to pay any tax which will be due because the shares
          are to be issued in a name other than the Holder's name. Nothing
          herein shall preclude any tax withholding required by law or
          regulations. Nothing in this Section 1304 shall be deemed to limit
          the provisions of Section 1007 and, in the event of a conflict
          between such sections, the provisions of Section 1007 shall govern.

          Section 1305.    Company to Provide Stock.

               The Company shall, prior to issuance of any Securities under
          this Article 13, and from time to time as may be necessary, reserve
          out of its authorized but unissued Common Stock a sufficient number
          of shares of Common Stock to permit the conversion of the Securities.

               All Common Stock delivered upon conversion of the Securities
          shall be newly issued shares or treasury shares, shall be duly and
          validly issued and fully paid and nonassessable, and shall be free
          from preemptive rights and free of any lien or adverse claim. The
          Company will comply with all securities and corporate laws, rules and
          regulations, including all Liberian laws, rules and regulations,
          regulating the offer and delivery of Common Stock upon conversion of
          Securities, if any, and will list or cause to have quoted such Common
          Stock on each national securities exchange or in the over-the-counter
          market or such other market, including non-U.S. stock exchanges, on
          which the Common Stock are then listed or quoted.

          Section 1306.    Adjustment for Change In Capital Stock.

               If, after the Issue Date of the Securities, the Company:

               (1)  pays a dividend or makes a distribution on its Common Stock
                    in Common Stock;

               (2)  subdivides its outstanding Common Stock into a greater
                    number of shares;

               (3)  combines its outstanding shares of Common Stock into a
                    smaller number of shares;

               (4)  pays a dividend or makes a distribution on its Common Stock
                    in shares of its Capital Stock (other than Common Stock or
                    rights, warrants or options for its Capital Stock); or

               (5)  issues by reclassification of its Common Stock any shares
                    of its Capital Stock (other than rights, warrants or
                    options for its Capital Stock),

                                     -26-

          then the conversion privilege and the Conversion Rate in effect
          immediately prior to such action shall be adjusted so that the Holder
          of a Security thereafter converted may receive the number of shares
          of Capital Stock of the Company which such Holder would have owned
          immediately following such action if such Holder had converted the
          Security immediately prior to such action.

               The adjustment shall become effective immediately after the
          record date in the case of a dividend or distribution and immediately
          after the effective date in the case of a subdivision, combination or
          reclassification.

               If after an adjustment a Holder of a Security upon conversion of
          such Security may receive shares of two or more classes of Capital
          Stock of the Company, the Conversion Rate shall thereafter be subject
          to adjustment upon the occurrence of an action taken with respect to
          any such class of Capital Stock as is contemplated by this Article 13
          with respect to the Common Stock, on terms comparable to those
          applicable to Common Stock in this Article 13.

          Section 1307.    Adjustment for Rights Issue.

               If after the Issue Date of the Securities, the Company
          distributes any rights, warrants or options to all holders of its
          Common Stock entitling them, for a period expiring within 60 days
          after the record date for such distribution, to purchase Common Stock
          at a price per share less than the Average Sale Price as of the Time
          of Determination, the Conversion Rate shall be adjusted in accordance
          with the formula:

                               R' = R x (O + N)
                                        -------
                                (O + (N x P)/M)
                  where:

                  R' =     the adjusted Conversion Rate.

                  R  =     the current Conversion Rate.

                  O  =     the number of shares of Common Stock
                           outstanding on the record date for the
                           distribution to which this Section 1307 is
                           being applied.

                  N =      the number of additional shares of Common
                           Stock offered pursuant to the distribution.

                  P =      the offering price per share of the additional
                           shares.

                                      -27-
<PAGE>

                  M  =     the Average Sale Price, minus, in the case of (i) a
                           distribution to which Section 1306(4) applies or
                           (ii) a distribution to which Section 1308 applies,
                           for which, in each case, (x) the record date shall
                           occur on or before the record date for the
                           distribution to which this Section 1307 applies and
                           (y) the Ex-Dividend Time shall occur on or after the
                           date of the Time of Determination for the
                           distribution to which this Section 1307 applies, the
                           fair market value (on the record date for the
                           distribution to which this Section 1307 applies) of
                           the

                           (1)   Capital Stock of the Company distributed
                                 in respect of each share of Common Stock in
                                 such Section 1306(4) distribution and

                           (2)   assets of the Company or debt securities
                                 or any rights, warrants or options to purchase
                                 securities of the Company distributed in
                                 respect of each share of Common Stock in such
                                 Section 1308 distribution.

               The Board of Directors shall reasonably determine fair market
          values for the purposes of this Section 1307, except as Section 1308
          otherwise provides in the case of a spin-off.

               "Average Sale Price" means the average of the Sale Prices of the
          Common Stock for the shorter of

                    (i) 30 consecutive trading days ending on the last full
               trading day prior to the Time of Determination with respect to
               the rights, warrants or options or distribution in respect of
               which the Average Sale Price is being calculated, or

                    (ii) the period (x) commencing on the date next succeeding
               the first public announcement of (a) the issuance of rights,
               warrants or options or (b) the distribution, in each case, in
               respect of which the Average Sale Price is being calculated and
               (y) proceeding through the last full trading day prior to the
               Time of Determination with respect to the rights, warrants or
               options or distribution in respect of which the Average Sale
               Price is being calculated (excluding days within such period, if
               any, which are not trading days), or

                    (iii) the period, if any, (x) commencing on the date next
               succeeding the Ex-Dividend Time with respect to the next
               preceding

                                     -28-

<PAGE>

               (a) issuance of rights, warrants or options or (b) distribution,
               in each case, for which an adjustment is required by the
               provisions of Section 1306(4), 1307 or 1308 and (y) proceeding
               through the last full trading day prior to the Time of
               Determination with respect to the rights, warrants or options or
               distribution in respect of which the Average Sale Price is being
               calculated (excluding days within such period, if any, which are
               not trading days).

               The adjustment shall become effective immediately after the
          record date for the determination of shareholders entitled to receive
          the rights, warrants or options to which this Section 1307 applies.
          If all of the Common Stock subject to such rights, warrants or
          options have not been issued when such rights, warrants or options
          expire, then the Conversion Rate shall promptly be readjusted to the
          Conversion Rate which would then be in effect had the adjustment upon
          the issuance of such rights, warrants or options been made on the
          basis of the actual number of shares of Common Stock issued upon the
          exercise of such rights, warrants or options.

               No adjustment shall be made under this Section 1307 if the
          application of the formula stated above in this Section 1307 would
          result in a value of R' that is equal to or less than the value of R.

          Section 1308.    Adjustment for Other Distributions.

               If, after the Issue Date of the Securities, the Company
          distributes to all holders of its Common Stock any of its assets
          (including Capital Stock of any of its subsidiaries), or debt
          securities or any rights, warrants or options to purchase securities
          of the Company (including securities or cash, but excluding (x)
          distributions of Capital Stock referred to in Section 1306 and
          distributions of rights, warrants or options referred to in Section
          1307 and (y) cash dividends or other cash distributions that are paid
          out of consolidated current net earnings or earnings retained in the
          business as shown on the books of the Company unless such cash
          dividends or other cash distributions are Extraordinary Cash
          Dividends) the Conversion Rate shall be adjusted, subject to the
          provisions of the last paragraph of this Section 1308, in accordance
          with the formula:

                                       R' = R x M
                                            -----
                                            (M-F)

          where:

                       R'= the adjusted Conversion Rate.

                                     -29-
<PAGE>

                       R = the current Conversion Rate.

                       M = the Average Sale Price, minus, in the case of a
                           distribution to which Section 1306(4) applies, for
                           which (i) the record date shall occur on or before
                           the record date for the distribution to which this
                           Section 1308 applies and (ii) the Ex-Dividend Time
                           shall occur on or after the date of the Time of
                           Determination for the distribution to which this
                           Section 1308 applies, the fair market value (on the
                           record date for the distribution to which this
                           Section 1308 applies) of any Capital Stock of the
                           Company distributed in respect of each share of
                           Common Stock in such Section 1306(4) distribution.

                       F = the fair market value (on the record date for
                           the distribution to which this Section 1308 applies)
                           of the assets, securities, rights, warrants or
                           options to be distributed in respect of each share
                           of Common Stock in the distribution to which this
                           Section 1308 is being applied (including, in the
                           case of cash dividends or other cash distributions
                           giving rise to an adjustment, all such cash
                           distributed concurrently).

               The Board of Directors shall reasonably determine fair market
          values for the purposes of this Section 1308, except that in respect
          of a dividend or other distribution of shares of Capital Stock of any
          class or series, or similar equity interests, of or relating to a
          Subsidiary or other business unit, division or operation of the
          Company (a "Spin-off"), the fair market value of the securities to be
          distributed shall equal the average of the daily Sale Prices of those
          securities for the [five] consecutive trading days commencing on and
          including the [sixth] day of trading of those securities after the
          effectiveness of the Spin-off and the Average of the Sale Prices
          shall mean the average Sale Prices for the Common Stock for the same
          [five] trading days. In the event, however, that a bona fide
          underwritten initial public offering to the public generally of the
          securities in the Spin-off occurs simultaneously with the Spin-off,
          fair market value of the securities distributed in the Spin-off shall
          mean the initial public offering price of such securities and the
          Average Sale Price shall mean the Sale Price for the Common Stock on
          the same trading day.

               The adjustment shall become effective immediately after the
          record date for the determination of shareholders entitled to receive
          the distribution to which this Section 1308 applies, except that an
          adjustment related to a Spin-off shall become effective at the
          earlier to occur of (i) six trading days after the effective date of
          the Spin-off and (ii) the initial public offering of

                                     -30-

<PAGE>

          the securities distributed in the Spin-off. If any Holder exercises
          its conversion right with respect to its Securities during the six
          trading days after the effective date of the Spin-off, the Company
          shall issue Common Stock to such Holder at the end of such six day
          period based on the Conversion Rate in existence on the date of
          exercise or the Conversion Rate in existence at the end of the six
          day period, whichever results in the Holder receiving more shares of
          Common Stock upon conversion.

               For purposes of this Section 1308, the term "Extraordinary Cash
          Dividend" shall mean any cash dividend with respect to the Common
          Stock the amount of which, together with the aggregate amount of cash
          dividends on the Common Stock to be aggregated with such cash
          dividend in accordance with the provisions of this paragraph, equals
          or exceeds the threshold percentage set forth in the following
          paragraph. For purposes of the following paragraph, the "Measurement
          Period" with respect to a cash dividend on the Common Stock shall
          mean the 365 consecutive day period ending on the date prior to the
          Ex-Dividend Time with respect to such cash dividend, and the
          "Relevant Cash Dividends" with respect to a cash dividend on the
          Common Stock shall mean the cash dividends on the Common Stock with
          Ex-Dividend Times occurring in the Measurement Period.

               If, upon the date prior to the Ex-Dividend Time with respect to
          a cash dividend on the Common Stock, the aggregate amount of such
          cash dividend together with the amounts of all Relevant Cash
          Dividends equals or exceeds on a per share basis 5% of the Sale Price
          of the Common Stock on the last trading day preceding the date of
          declaration by the Board of Directors of the cash dividend with
          respect to which this provision is being applied, then such cash
          dividend together with all Relevant Cash Dividends, shall be deemed
          to be an Extraordinary Cash Dividend and for purposes of applying the
          formula set forth above in this Section 1308, the value of "F" shall
          be equal to (y) the aggregate amount of such cash dividend together
          with the amount of all Relevant Cash Dividends, minus (z) the
          aggregate amount of all Relevant Cash Dividends for which a prior
          adjustment in the Conversion Rate was previously made under this
          Section 1308.

               In making the determinations required by the preceding
          paragraph, the amount of cash dividends paid on a per share basis and
          the amount of any Relevant Cash Dividends specified in the preceding
          paragraph, shall be appropriately adjusted to reflect the occurrence
          during such period of any event described in Section 1306.

                                     -31-

<PAGE>

               In the event that, with respect to any distribution to which
          this Section 1308 would otherwise apply, the difference "M-F" as
          defined in the above formula is less than $1.00 or "F" is equal to or
          greater than "M", then the adjustment provided by this Section 1308
          shall not be made and in lieu thereof the provisions of Section 1308
          shall apply to such distribution.

          Section 1309.    When Adjustment May Be Deferred.

               No adjustment in the Conversion Rate need be made unless the
          adjustment would require an increase or decrease of at least 1% in
          the Conversion Rate. Any adjustments that are not made shall be
          carried forward and taken into account in any subsequent adjustment.

               All calculations under this Article 13 shall be made to the
          nearest cent or to the nearest 1/1,000th of a share, as the case may
          be.

          Section 1310.    When No Adjustment Required.

               No adjustment need be made for a transaction referred to in
          Section 1306, 1307, 1308 or 1314 if Securityholders are to
          participate in the transaction without conversion on a basis and with
          notice that the Board of Directors determines to be fair and
          appropriate in light of the basis and notice on which holders of
          Common Stock participate in the transaction and the Securityholder is
          not economically harmed by such transaction and the failure to make
          an adjustment. No adjustment need be made for rights to purchase
          Common Stock pursuant to a Company plan in the ordinary course of
          business for reinvestment of dividends or interest.

               No adjustment need be made for a change in the par value or no
          par value of the Common Stock.

               To the extent the Securities become convertible pursuant to this
          Article 13 in whole or in part into cash, no adjustment need be made
          thereafter as to the cash. Interest will not accrue on the cash.

          Section 1311.    Notice of Adjustment.

               Whenever the Conversion Rate is adjusted, the Company shall
          promptly mail to Securityholders a notice of the adjustment and issue
          a press release in a commercially reasonable manner describing such
          adjustment. The Company shall file with the Trustee and the
          Conversion Agent such notice and a certificate from the Company's
          independent public accountants (or, if the independent public
          accountants are unwilling to do so, the Company's Chief Financial
          Officer) briefly stating the facts

                                     -32-

<PAGE>

          requiring the adjustment and the manner of computing it. The
          certificate shall be conclusive evidence that the adjustment is
          correct. Neither the Trustee nor any Conversion Agent shall be under
          any duty or responsibility with respect to any such certificate
          except to exhibit the same to any Holder desiring inspection thereof.

          Section 1312.    Voluntary Increase.

               The Company from time to time may increase the Conversion Rate
          by any amount for any period of time. If the Conversion Rate is
          increased, it must be increased the same amount for all Holders of
          Securities for the same period of time. Whenever the Conversion Rate
          is increased, the Company shall mail to Securityholders and file with
          the Trustee and the Conversion Agent a notice of the increase and
          issue a press release in a commercially reasonable manner describing
          such increase. The Company shall mail the notice at least 20 Business
          Days before the date the increased Conversion Rate takes effect. The
          notice shall state the increased Conversion Rate, the period it will
          be in effect and the material tax and legal ramifications of the
          increased Conversion Rate.

          Section 1313.    Notice of Certain Transactions.

               If:

                    (1)  the Company takes any action that would require an
                         adjustment in the Conversion Rate pursuant to Section
                         1306, 1307 or 1308 (unless no adjustment is to occur
                         pursuant to Section 1310); or

                    (2)  the Company takes any action that would require a
                         supplemental indenture pursuant to Section 1314; or

                    (3)  there is a liquidation or dissolution of the Company;

          then the Company shall mail to Securityholders and file with the
          Trustee and the Conversion Agent a notice stating the proposed record
          date for a dividend or distribution or the proposed effective date of
          a subdivision, combination, reclassification, consolidation, merger,
          binding share exchange, transfer, liquidation or dissolution. The
          Company shall file and mail the notice at least 15 days before such
          date. Failure to file or mail the notice or any defect in it shall
          not affect the validity of the transaction.

          Section 1314.    Reorganization of Company; Special Distributions.

                                     -33-

<PAGE>

               If the Company is a party to a transaction subject to Sections
          801 and 802 (other than a sale of all or substantially all of the
          assets of the Company in a transaction in which the holders of Common
          Stock immediately prior to such transaction do not receive
          securities, cash or other assets of the Company or any other person)
          or a merger or binding share exchange pursuant to which the shares of
          Common Stock would be converted into cash, securities or other
          property, the Securities may be surrendered for conversion at any
          time from and after the date which is 15 days prior to the
          anticipated effective date of the transaction until 15 days after the
          actual date of such transaction and, at the effective time, the right
          to convert a Security into shares of Common Stock will be changed
          into a right to convert it into the kind and amount of cash,
          securities or other property of the Company or another person which
          the Holder would have received if the Holder had converted the
          Holder's Security immediately prior to the transaction. The person
          obligated to deliver securities, cash or other assets upon conversion
          of Securities shall enter into a supplemental indenture confirming
          the effect of this Section 1314 and otherwise assuming all
          obligations under the Indenture. If the issuer of securities
          deliverable upon conversion of Securities is an Affiliate of the
          successor Company, that issuer shall join in the supplemental
          indenture.

               The supplemental indenture shall provide that the Holder of a
          Security may convert it into the kind and amount of securities, cash
          or other assets which such Holder would have received immediately
          after the consolidation, merger, binding share exchange or transfer
          if such Holder had converted the Security immediately before the
          effective date of the transaction, assuming (to the extent
          applicable) that such Holder (i) was not a constituent person or an
          Affiliate of a constituent person to such transaction; (ii) made no
          election with respect thereto; and (iii) was treated alike with the
          plurality of non- electing Holders. The supplemental indenture shall
          provide for adjustments which shall be as nearly equivalent as may be
          practical to the adjustments provided for in this Article 13. The
          successor Company shall mail to Securityholders a notice briefly
          describing the supplemental indenture.

               If this Section applies, neither Section 1306 nor 1307 shall
          apply so long as such non-application is fair to the Holders.

               If the Company makes a distribution to all holders of its Common
          Stock of any of its assets, or debt securities or any rights,
          warrants or options to purchase securities of the Company that, but
          for the provisions of the last paragraph of Section 1308, would
          otherwise result in an adjustment

                                     -34-

<PAGE>

          in the Conversion Rate pursuant to the provisions of Section 1308,
          then, from and after the record date for determining the holders of
          Common Stock entitled to receive the distribution, a Holder of a
          Security that converts such Security in accordance with the
          provisions of this Indenture shall upon such conversion be entitled
          to receive, in addition to the shares of Common Stock into which the
          Security is convertible, the kind and amount of securities, cash or
          other assets comprising the distribution that such Holder would have
          received if such Holder had converted the Security immediately prior
          to the record date for determining the holders of Common Stock
          entitled to receive the distribution.

          Section 1315.    Company Determination Final.

               Any determination that the Company or the Board of Directors
          must make pursuant to Section 1303, 1306, 1307, 1308, 1309, 1310,
          1314 or 1317 is conclusive, absent manifest error.

          Section 1316.    Trustee's Adjustment Disclaimer.

               The Trustee has no duty to determine when an adjustment under
          this Article 13 should be made, how it should be made or what it
          should be. The Trustee has no duty to determine whether a
          supplemental indenture under Section 1314 need be entered into or
          whether any provisions of any supplemental indenture are correct. The
          Trustee shall not be accountable for and makes no representation as
          to the validity or value of any securities or assets issued upon
          conversion of Securities. The Trustee shall not be responsible for
          the Company's failure to comply with this Article 13. Each Paying
          Agent and Conversion Agent shall have the same protection under this
          Section 1316 as the Trustee.

          Section 1317.    Simultaneous Adjustments.

               In the event that this Article 13 requires adjustments to the
          Conversion Rate under more than one of Sections 1306, 1307 or 1308,
          and the record dates for the distributions giving rise to such
          adjustments shall occur on the same date, then such adjustments shall
          be made by applying, first, the provisions of Section 1306, second,
          the provisions of Section 1308 and, third, the provisions of Section
          1307. In the event that any one of such Sections requires that more
          than one adjustment be made, the adjustments shall be made in the
          order which is the most beneficial to the Holders.

          Section 1318.    Successive Adjustments.

                                     -35-
<PAGE>

               After an adjustment to the Conversion Rate under this Article
          13, any subsequent event requiring an adjustment under this Article
          13 shall cause an adjustment to the Conversion Rate as so adjusted.

     (J) By amending the table of contents of the Basic Indenture to reflect
the additions described in subsections (B) through (I) of this Section 1.

     SECTION 2. The Basic Indenture, as supplemented and amended by this Tenth
Supplemental Indenture, is in all respects ratified and confirmed, and the
Basic Indenture and this Tenth Supplemental Indenture shall be read, taken and
construed as one and the same instrument. All provisions included in this Tenth
Supplemental Indenture supersede any similar provisions included in the Basic
Indenture unless not permitted by law.

     SECTION 3. If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Tenth
Supplemental Indenture by any of the provisions of the Trust Indenture Act,
such required provision shall control.

     SECTION 4. All covenants and agreements in this Tenth Supplemental
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

     SECTION 5. In case any provision in this Tenth Supplemental Indenture or
in the LYONs shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions (or of the other series of
Securities) shall not in any way be affected or impaired thereby.

     SECTION 6. Nothing in this Tenth Supplemental Indenture, expressed or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder, and the Holders of the LYONs any benefit or any legal or
equitable right, remedy or claim under this Tenth Supplemental Indenture.

     SECTION 7. This Tenth Supplemental Indenture and each LYON shall be deemed
to a contract made under the laws of the State of New York and this Tenth
Supplemental Indenture and each such LYON shall be governed by and construed in
accordance with the laws of the State of New York.

     SECTION 8. All terms used in this Tenth Supplemental Indenture not
otherwise defined herein that are defined in the Basic Indenture shall have the
meanings set forth therein.

                                     -36-

<PAGE>

     SECTION 9. This Tenth Supplemental Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.

     SECTION 10. Section 403 and Section 1004 of the Basic Indenture are not
applicable to the LYONs. In addition, Section 401 of the Basic Indenture is
hereby amended solely with respect to the LYONs by (1) deleting in clause
1(B)(i) the word "or" and substituting the word "and the Company", (2) deleting
in clause 1(B) all of clause (ii) and the words "(iii) if, redeemable at the
option of the Company, are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company, and the
Company, in the case of (i), (ii) or (iii) above," and (3) deleting in clause
1(B) the words "referred to in clause (i), (ii) or (iii) of subparagraph (B)".

                                     -37-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Tenth Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                       ROYAL CARIBBEAN CRUISES LTD.



                                       By:________________________________
                                            Name:
                                            Title:


                                       THE BANK OF NEW YORK, as Trustee,


                                       By:_______________________________
                                            Name:
                                            Title:



<PAGE>


STATE OF                       )
                               )  ss.:
COUNTY OF                      )

On the _______ day of ______________, 2001, before me personally came
______________________________, to me known, who, being by me duly sworn, did
depose and say that he is ___________________ of ROYAL CARIBBEAN CRUISES LTD.,
one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation; and that he signed his name
thereto by like authority.

                                             __________________________________
                                             Name:


Notary Public
State of
My Commission expires on





<PAGE>


STATE OF GEORGIA                    )
                                    )  ss.:
COUNTY OF FULTON               )

On the _______ day of ______________, 2001, before me personally came
______________________________, to me known, who, being by me duly sworn, did
depose and say that he/she is ___________________ of THE BANK OF NEW YORK, one
of the corporations described in and which executed the foregoing instrument;
that he/she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he/she signed his/her name
thereto by like authority.

                                            ___________________________________
                                            Name:


Notary Public
State of
My Commission expires on