Exhibit
    10.1


 





	 	Dated     10   March
    2021

 




    	 
	 	 	 
	 	 	 
	 	Royal Caribbean Cruises Ltd.	(1)
	 	(the Borrower)	 
	 	 	 
	 	KfW IPEX-Bank GmbH	(2)
	 	(the Facility Agent)	 
	 	 	 
	 	KfW IPEX-Bank GmbH	(3)
	 	(the Hermes Agent)	 
	 	 	 
	 	The banks and financial institutions listed in Schedule 1	(4)
	 	(the Mandated Lead Arrangers)	 
	 	 	 
	 	The banks and financial institutions listed in Schedule 1	(5)
	 	(the Lenders)	 
	 	 	 
	 	 


 	 
	 	Amendment No. 6 in connection with	 
	 	the
    Credit Agreement in respect of	 
	 	"ODYSSEY
    OF THE SEAS" – Hull S-713	 
	 	 	 
	 	 


 	 



 


 


 






     


     


    

 


Contents


 




	Clause	Page
	1	Interpretation and definitions	1
	2	Amendment of the Existing Credit Agreement	2
	3	Conditions of effectiveness of Amended Credit Agreement	3
	4	Representations and Warranties	4
	5	Incorporation of Terms	5
	6	Fees, Costs and Expenses	5
	7	Counterparts	6
	8	Governing Law	6
	Schedule 
    1  Finance Parties	7
	Schedule 
    2  Form of Amendment Effective Date confirmation – Hull S-713	9
	Schedule 
    3  Amendments to the Credit Agreement	10
	Schedule 
    4  Form of Guarantor Confirmation Certificate	12
	Schedule 
    5  Exhibit N – Repayment Schedules	14



 






     


     


    

 


THIS
AMENDMENT NO. 6 (this Amendment) is dated 10 March 2021 and made BETWEEN:


 


	(1)	Royal
                                         Caribbean Cruises Ltd. (a corporation organised and existing under the laws of the
                                         Republic of Liberia) (the Borrower);



 


	(2)	KfW
                                         IPEX-Bank GmbH as facility agent (the Facility Agent);



 


	(3)	KfW
                                         IPEX-Bank GmbH as Hermes agent (the Hermes Agent);



 


	(4)	The
                                         banks and financial institutions listed in Schedule 1 as mandated lead arrangers
                                         (the Mandated Lead Arrangers); and



 


	(5)	The
                                         banks and financial institutions listed in Schedule 1 as lenders (the Lenders).



 


WHEREAS:


 


	(A)	The
                                         Borrower, the Facility Agent, the Hermes Agent, the Mandated Lead Arrangers and the Lenders
                                         are parties to a credit agreement, dated as of 13 November 2015, as amended on 7 September
                                         2016, as further amended and restated on 3 July 2018, as further amended on 30 April
                                         2020, and as further amended by a financial covenant waiver extension consent letter
                                         dated 28 July 2020, as further amended and restated on 21 December 2020 and as further
                                         amended and restated on 18 February 2021 (together, the Existing Credit Agreement),
                                         in respect of the vessel with builders hull no. S-713 (to be named “ODYSSEY OF
                                         THE SEAS”) (the Vessel) whereby it was agreed that the Lenders would make
                                         available to the Borrower, upon the terms and conditions therein, a US dollar loan facility
                                         (the Facility) calculated on the amount equal to the sum of (a) up to eighty per
                                         cent (80%) of the Contract Price of the Vessel but which Contract Price will not exceed
                                         EUR948,850,000 and (b) up to 100% of the Hermes Fee (as each such term is defined in
                                         the Existing Credit Agreement).



 


	(B)	The
                                         Borrower and the Builder have, on December 1, 2020, entered into an addendum to the Construction
                                         Contract pursuant to which, amongst other things, the Builder and the Borrower agreed
                                         an increase in certain elements of the Contract Price.



 


	(C)	The
                                         Borrower has delivered to the Facility Agent a Floating Rate Election Notice dated 12
                                         January 2021 electing to pay interest on the Loan at the Floating Rate.



 


	(D)	In
                                         connection with the arrangements referred to in Recital (B) above, the Parties wish to
                                         amend the Existing Credit Agreement to the extent set out in this Amendment including,
                                         amongst other things, by increasing the Facility by 80% of the amount of the increased
                                         cost of the Vessel and 100% of the Additional Hermes Fee (as such term is defined in
                                         the Amended Credit Agreement).



 


NOW
IT IS AGREED as follows:


 


	1	Interpretation
                                         and definitions



 


	1.1	Definitions
                                         in the Existing Credit Agreement



 


		(a)	Unless
                                         the context otherwise requires or unless otherwise defined in this Amendment, words and
                                         expressions defined in the Existing Credit Agreement shall have the same meanings when
                                         used in this Amendment.



 






    1


     


    

 


		(b)	The
                                         principles of construction set out in the Existing Credit Agreement shall have effect
                                         as if set out in this Amendment.



 


	1.2	Definitions



 


In
this Amendment:


 


Amended
Credit Agreement means the Existing Credit Agreement as amended in accordance with this Amendment.


 


Amendment
Effective Date has the meaning set forth in clause 3.


 


Fee
Letter means any letter between the Facility Agent and the Borrower setting out the fees payable in connection with this Amendment.


 


Finance
Parties means the Facility Agent, the Hermes Agent, the Mandated Lead Arrangers and the Lenders.


 


Party
means each of the parties to this Amendment.


 


Refinancing
Bank means KfW in its capacity as refinancing bank under each Option A Refinancing Agreement.


 


	1.3	Third
                                         party rights



 


Other
than KfW in respect of the rights of KfW under the Loan Documents, unless expressly provided to the contrary in a Loan Document,
no term of this Amendment is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party.


 


	1.4	Designation



 


Each
of the Parties designates this Amendment as a Loan Document.


 


	2	Amendment
                                         of the Existing Credit Agreement



 


In
consideration of the mutual covenants in this Amendment, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree that, subject to the satisfaction of the conditions precedent set forth
in clause 3:


 


		(a)	the
                                         Maximum Loan Amount shall be increased by an amount of EUR 55,989,000.00 and, in connection
                                         with this increase, certain of the Lenders agree to increase their Commitments by the
                                         respective amounts set out in Schedule 1 and accordingly, on the Amendment Effective
                                         Date, the Total Commitments of the Lenders shall be as set out in Schedule 1; and



 


		(b)	to
                                         reflect the arrangements set out in (a) above, the Existing Credit Agreement is hereby
                                         amended on the Amendment Effective Date in accordance with the amendments set out in
                                         Schedule 3 and which Existing Credit Agreement will continue to be binding upon each
                                         of the Parties hereto in accordance with its terms as so amended.



 






    2


     


    

 


	3	Conditions
                                         of effectiveness of Amended Credit Agreement



 


	3.1	The
                                         amendments to the Amended Credit Agreement shall become effective in accordance with
                                         the terms of this Amendment on the date (the Amendment Effective Date) upon which
                                         each of the following conditions has been satisfied to the reasonable satisfaction of
                                         the Facility Agent:



 


		(a)	the
                                         Facility Agent shall have received from the Borrower:



 


		(i)	a
                                         certificate of its Secretary or Assistant Secretary as to the incumbency and signatures
                                         of those of its officers authorised to act with respect to this Amendment and as to the
                                         truth and completeness of the attached resolutions of its Board of Directors then in
                                         full force and effect authorising the execution, delivery and performance of this Amendment,
                                         and upon which certificate the Lenders may conclusively rely until the Facility Agent
                                         shall have received a further certificate of the Secretary or Assistant Secretary of
                                         the Borrower cancelling or amending such prior certificate; and



 


		(ii)	a
                                         Certificate of Good Standing issued by the relevant Liberian authorities in respect of
                                         the Borrower;



 


		(b)	the
                                         Facility Agent shall have received from each Guarantor a certificate (substantially in
                                         the form set out in Schedule 4), signed by a duly authorised officer of that Guarantor:



 


		(i)	confirming
                                         that:



 


		(A)	the
                                         relevant Guarantor acknowledges the amendments to the Existing Credit Agreement contained
                                         in this Amendment;



 


		(B)	the
                                         relevant Guarantee and each other Loan Document to which that Guarantor is a party shall
                                         remain and continue in full force and effect notwithstanding the amendment of the Existing
                                         Credit Agreement pursuant to this Amendment;



 


		(C)	the
                                         relevant Guarantee shall extend to any new obligations assumed by the Borrower under
                                         the Amended Credit Agreement as amended pursuant to this Amendment; and



 


		(D)	continuing
                                         to guarantee the amended obligations of the Borrower does not cause any borrowing, guaranteeing
                                         or similar limit binding on the relevant Guarantor to be exceeded; and



 


		(ii)	evidencing
                                         the authority of the relevant officer to execute that certificate and to provide the
                                         confirmations referred to in paragraph (i) above,



 


			together
with such evidence from legal counsel to the Facility Agent as the Lenders may require as to the continued effectiveness of the
Guarantees;








 


		(c)	the
                                         Facility Agent shall have received a duly executed copy of each Fee Letter;



 


		(d)	the
                                         Facility Agent shall have received evidence that all invoiced expenses of the Facility
                                         Agent (including the agreed fees and expenses of counsel to the Facility Agent) required
                                         to be paid by the Borrower pursuant to clause 6 below, and all other documented fees
                                         and expenses that the Borrower has otherwise agreed in writing to pay to the Facility
                                         Agent, have been paid or will be paid promptly upon being demanded;



 






    3


     


    

 


		(e)	the
                                         Facility Agent shall have received opinions, addressed to the Facility Agent (and capable
                                         of being relied upon by each Lender) from:



 


		(i)	Watson
                                         Farley & Williams LLP, counsel to the Borrower, as to matters of Liberian law (and
                                         being issued in substantially the same form as the corresponding Liberian legal opinion
                                         issued in connection with Amendment Number Four); and



 


		(ii)	Norton
                                         Rose Fulbright LLP, counsel to the Facility Agent as to matters of English law (and being
                                         issued in substantially the same form as the corresponding English legal opinion issued
                                         in connection with previous amendments to the Credit Agreement),



 


		or, where applicable, a
                                                                                                                                        written approval in principle (which can be given by email) by either of the above counsel of the arrangements contemplated
                                                                                                                                        by this Amendment and a confirmation that a formal opinion will follow promptly after the Amendment Effective
                                                                                                                                        Date;



 


		(f)	the
                                         representations and warranties set out in clause 4 are true and correct in all material
                                         respects (except for such representations and warranties that are qualified by materiality
                                         or non-existence of a Material Adverse Effect (which shall be accurate in all respects))
                                         as of the Amendment Effective Date;



 


		(g)	no
                                         Event of Default or Prepayment Event shall have occurred and be continuing or would result
                                         from the amendment of the Existing Credit Agreement pursuant to this Amendment;



 


		(h)	the
                                         Borrower shall, as required pursuant to clause 5, have provided a letter to the Facility
                                         Agent which confirms that RCL Cruises Ltd. has accepted its appointment as process agent
                                         in respect of this Amendment;



 


		(i)	the
                                         Refinancing Bank has confirmed to the Facility Agent that all relevant Lenders have executed
                                         respective amendments to their Option A Refinancing Agreements required in connection
                                         with the arrangements contemplated by this Amendment; and



 


		(j)	the
                                         Facility Agent shall have received from Hermes an approval in principle that the Hermes
                                         Insurance Policy will be amended in respect of, and shall cover, the Increased Loan Amount
                                         (as defined in the Amended Credit Agreement).



 


	3.2	The
                                         Facility Agent shall notify the Lenders and the Borrower of the Amendment Effective Date
                                         by way of a confirmation in the form set out in Schedule 2 and such confirmation shall
                                         be conclusive and binding.



 


	4	Representations
                                         and Warranties



 


Each
of the representations and warranties in:


 


		(a)	Article
                                         VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement);
                                         and



 






    4


     


    

 


		(b)	clause 4(b) of Amendment Number Five,

                                                                                 

                                                                                are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.




 


	5	Incorporation
                                         of Terms



 


The
provisions of Section 11.2 (Notices), Section 11.6 (Severability) and Subsections 11.14.2 (Jurisdiction),
11.14.3 (Alternative Jurisdiction) and 11.14.4 (Service of Process) of the Existing Credit Agreement shall be incorporated
into this Amendment as if set out in full in this Amendment and as if references in those sections to “this Agreement”
were references to this Amendment and references to each Party are references to each Party to this Amendment.


 


	6	Fees,
                                         Costs and Expenses



 


	6.1	The
                                         Borrower shall pay to the Facility Agent (for its own account and for the account of
                                         the Lenders (as applicable)) the fees in the amounts and at the times agreed in the Fee
                                         Letters.



 


	6.2	The
                                         Borrower shall also pay to the Facility Agent (for the account of the Refinancing Bank)
                                         a non-refundable refinancing fee in an amount of €1,000 per Option A Refinancing
                                         Agreement to which the Refinancing Bank is a party.



 


	6.3	The
                                         payment of the above fees shall be made free and clear of any deduction, restriction
                                         or withholding and in immediately available freely transferable cleared funds to such
                                         account(s) as the Facility Agent shall notify the Borrower of in advance or, where applicable,
                                         in the relevant Fee Letter.



 


	6.4	The
                                         Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of:



 


		(a)	the
                                         Facility Agent in connection with the preparation, execution, delivery and administration,
                                         modification and amendment of this Amendment and the documents to be delivered hereunder
                                         or thereunder; and



 


		(b)	the
                                         Refinancing Bank and any Lender in connection with the preparation, execution, delivery
                                         and administration, modification and amendment of any Option A Refinancing Agreement
                                         and any security or other documents executed or to be executed and delivered as a consequence
                                         of the parties entering into this Amendment and any other documents to be delivered under
                                         this Amendment,



 


(including
the reasonable and documented fees and expenses of counsel for the Facility Agent and the Refinancing Bank with respect hereto
and thereto as agreed with the Facility Agent and the Refinancing Bank) in accordance with the terms of Section 11.3 (Payment
of Costs and Expenses) of the Existing Credit Agreement and as if references in that section to the Facility Agent are references
to the Facility Agent and the Refinancing Bank.


 






    5


     


    

 


	7	Counterparts



 


This
Amendment may be executed in any number of counterparts and by the different Parties on separate counterparts, each of which
when so executed and delivered shall be an original but all counterparts shall together constitute one and the same
instrument. The Parties acknowledge and agree that they may execute this Amendment and any variation or amendment to the
same, by electronic instrument. The Parties agree that the electronic signatures appearing on the document shall have the
same effect as handwritten signatures and the use of an electronic signature on this Amendment shall have the same validity
and legal effect as the use of a signature affixed by hand and is made with the intention of authenticating this Amendment,
and evidencing the Parties’ intention to be bound by the terms and conditions contained herein. For the purposes of
using an electronic signature, the Parties authorise each other to conduct the lawful processing of personal data of the
signers for contract performance and their legitimate interests including contract management.


 


	8	Governing
                                         Law



 


This
Amendment, and all non-contractual obligations arising in connection with it, shall be governed by and construed in accordance
with English law.


 


The
Parties have executed this Amendment the day and year first before written.


 






    6


     


    

 


Schedule 1 


Finance
Parties


 


Facility
Agent


 


KfW
IPEX-Bank GmbH


 


Hermes
Agent


 


KfW
IPEX-Bank GmbH


 


Mandated
Lead Arrangers 


 


KfW
IPEX-Bank GmbH as Initial Mandated Lead Arranger


together with:


Bayerische Landesbank Munich


BNP Paribas Fortis S.A./N.V.


Commerzbank AG, New York Branch


DZ BANK AG, New York Branch


Skandinaviska Enskilda Banken AB (publ)


 






    7


     


    

 


Lenders


 


	Lender	 	Existing
 Commitment
 Percentage	 	 	Existing
 Commitment
 (EUR)	 	 	Increase in
 Commitment
 Percentage	 	 	Increase in
 Commitment 
 (if any) (EUR)	 	 	Total
 Commitment
 Percentage	 	 	Total
 Commitment
 (EUR)	 
	KfW IPEX-Bank GmbH	 	 	46.117576641	%	 	 	358,568,770.14	 	 	 	57.802921467	%	 	 	32,363,277.70	 	 	 	46.902521520	%	 	 	390,932,047.84	 
	Bayerische Landesbank Munich	 	 	8.764008619	%	 	 	68,141,043.41	 	 	 	8.764008627	%	 	 	4,906,880.79	 	 	 	8.764008619	%	 	 	73,047,924.20	 
	BNP Paribas Fortis S.A./N.V.	 	 	12.983716472	%	 	 	100,949,693.94	 	 	 	24.669061280	%	 	 	13,811,960.72	 	 	 	13.768661349	%	 	 	114,761,654.66	 
	Commerzbank AG, New York Branch	 	 	11.685344825	%	 	 	90,854,724.55	 	 	 	0.000000000	%	 	 	-	 	 	 	10.900399946	%	 	 	90,854,724.55	 
	DZ BANK AG, New York Branch	 	 	8.764008619	%	 	 	68,141,043.41	 	 	 	8.764008627	%	 	 	4,906,880.79	 	 	 	8.764008619	%	 	 	73,047,924.20	 
	Skandinaviska Enskilda Banken AB (publ)	 	 	11.685344825	%	 	 	90,854,724.55	 	 	 	0.000000000	%	 	 	-	 	 	 	10.900399946	%	 	 	90,854,724.55	 
	Total	 	 	100.00000000	%	 	 	777,510,000.00	 	 	 	100.00000000	%	 	 	55,989,000.00	 	 	 	100.00000000	%	 	 	833,499,000.00	 




 






    8


     


    

 



 


Schedule 2








Form of Amendment Effective Date confirmation – Hull S-713


 


	To:	Royal Caribbean Cruises Ltd.
	 	 
	To:	KfW



 


"ODYSSEY OF THE SEAS" (Hull
S-713)


 


We, KfW IPEX-Bank GmbH, refer to
amendment no. 6 dated [l] 2021 (the Amendment) relating to a credit agreement
dated as of 13 November 2015 (as previously amended, supplemented and/or restated from time to time) (the Credit Agreement)
made between (among others) the above named Royal Caribbean Cruises Ltd. as the Borrower, the financial institutions listed
in it as the Lenders and ourselves as the Hermes Agent and the Facility Agent in respect of a loan to the Borrower from the Lenders
of up to the Maximum Loan Amount (as defined in the Credit Agreement).


 


We hereby confirm that all conditions precedent
referred to in clause 3.1 of the Amendment have been satisfied. In accordance with clause 3 of the Amendment, the Amendment Effective
Date is the date of this confirmation and the amendment and restatement of the Credit Agreement in accordance with the Amendment
is now effective.


 


	Dated:                                             2021	 
	 	 
	Signed:	                                	 
	For
and on behalf of	 
	KfW
IPEX-Bank GmbH	 
	(as
Facility Agent)	 



 






    9 


     


    

 








Schedule 3








Amendments to the Credit Agreement


 


		1.	Recital (B) shall be deleted and replaced with the following:



 


“The
Lenders have agreed to make available to the Borrower, upon the terms and conditions contained herein, a US dollar loan facility
calculated on the amount (the “Maximum Loan Amount” (being comprised of the Original Loan Amount and the Increase Loan
Amount)) equal to (x) eighty per cent (80%) of the Contract Price (as defined below) of the Purchased Vessel (as defined below),
as adjusted from time to time in accordance with the Construction Contract to reflect, among other adjustments, change orders,
but which Contract Price shall not exceed for this purpose EUR 1,015,000,000 (the “Contract Price Proceeds”), plus
(y) 100% of the Hermes Fee (as defined below) (the “Hermes Fee Proceeds”) and being made available in the US Dollar
Equivalent of that Maximum Loan Amount. The Lenders have also (but without increasing the Maximum Loan Amount and the Commitment
of each Lender) agreed to make available to the Borrower, upon the terms and conditions contained herein, a US dollar loan facility
in the amount equal to the aggregate of the principal portion of the repayment instalments of the Loan payable on the Repayment
Dates (as defined below) falling during the Advanced Loan Deferral Period (as defined below) (the “Deferred Tranche Maximum
Loan Amount”);”


 


		2.	A new definition of “Amendment Number Six” shall be added in Section 1.1 as follows:



 


““Amendment
Number Six” means the amendment agreement dated March 2021 pursuant to which this Agreement was amended.”


 


		3.	In the definition of “Buyer’s Allowance” in Section 1.1, the reference to “EUR
70,000,000” shall be deleted and replaced by “EUR 100,000,000”.



 


		4.	The definition of “Floating Rate Margin” in Section 1.1. shall be deleted and replaced
with the following:



 


““Floating
Rate Margin” means for each Interest Period in respect of:


 


		(a)	the Original Loan Amount portion of any Floating Rate Loan (but for this purpose excluding any
drawn portion of the Deferred Tranche), the Original Floating Rate Margin;



 


		(b)	the Increase Loan Amount portion of any Floating Rate Loan (but for this purpose excluding any
drawn portion of the Deferred Tranche), the sum of (i) the Original Floating Rate Margin and (ii) 0.20%; and



 


		(c)	the Deferred Tranche, the sum of (i) the Original Floating Rate Margin and (ii) 0.20%.”



 


		5.	A new definition of “Additional Hermes Fee” shall be added in Section 1.1 as follows:



 


“Additional
Hermes Fee” means the additional premium payable to Hermes under and in respect of the amendment to the Hermes Insurance
Policy in connection with Amendment Number Six.


 


		6.	The definition of “Hermes Fee” shall be deleted an replaced with the following:



 


““Hermes
Fee” means the Original Hermes Fee and the Additional Hermes Fee.”


 


		7.	A definition of “Increased Loan Amount” shall be added in Section 1.1 as follows:



 





““Increased
Loan Amount” means the increase in the amount of the Maximum Loan Amount pursuant to Amendment Number Six, namely EUR
55,989,000.00.”


 






    10 


     


    

 


		8.	In the definition of “Loan Documents” in Section 1.1, the words “Amendment Number
Six,” shall be added after the words “Amendment Number Five,”.



 


		9.	A definition of “Original Hermes Fee” shall be added in Section 1.1 as follows:



 


““Original
Hermes Fee” means the premium payable to Hermes under and in respect of the Hermes Insurance Policy with respect to the
Original Loan Amount.”


 


		10.	A definition of “Original Loan Amount” shall be added in Section 1.1 as follows:



 


““Original
Loan Amount” means the Maximum Loan Amount immediately prior to the Amendment Effective Date (as defined in Amendment
Number Six) under Amendment Number Six.”


 


		11.	Section 2.2(a) shall be replaced and replaced with the following:



 


“Each
Lender will make its portion of the relevant part of the Loan available to the Borrower in accordance with Section 2.5 either (i)
two (2) Business Days prior to the delivery of the Purchased Vessel to the Borrower under the Construction Contract or (ii) on
the relevant Repayment Date falling during the Advanced Loan Deferral Period in the case of the Deferred Tranche. The commitment
of each Lender described in this Section 2.2 (herein referred to as its “Commitment”) shall be the commitment of such
Lender to make available to the Borrower its portion of (y) the Loan (excluding for this purpose the Deferred Tranche) and (z)
the Deferred Tranche. The Commitment referred to in paragraph (y) above is expressed as the relevant amount set forth opposite
such Lender’s name in the “Total Commitment (EUR)” column of Schedule 1 of Amendment Number Six. The Commitment
referred to in paragraph (z) above is expressed as that Lender’s Percentage of the amount of the Deferred Tranche, being
the relevant percentage set forth opposite such Lender’s name in the “Total Commitment Percentage” column of
Schedule 1 of Amendment Number Six. If any Lender becomes a Lender pursuant to an assignment pursuant to Section 11.11.1, its Commitment
shall be the aggregate of (A) the amount set forth as such Lender’s Commitment in the related Lender Assignment Agreement
and (B) its Percentage of the amount of the Deferred Tranche as at the Deferred Tranche Effective Date calculated by reference
to the Percentage set forth as such Lender’s Commitment in the related Lender Assignment Agreement. In each case, as such
amount may be reduced from time to time pursuant to Section 2.3 or reduced or increased from time to time pursuant to assignments
by or to such Lender pursuant to Section 11.11.1.”


 


		12.	In Section 3.1(a) the reference to “Exhibit M” shall be deleted and replaced by “Exhibit
N”.



 


		13.	Section 11.13.1(b) shall be deleted and replaced with the following:



 


“The
Original Hermes Fee will equal 2.37% of the aggregate principal amount of the Loan as at the Delivery Date. The Additional Hermes
Fee will equal 5.48% of the Increase Loan Amount.”.


 


		14.	The reference to “Hermes Fee” in Sections 11.13.1(c)(i) and 11.13.1(c)(ii) shall be
deleted and replaced with the reference to “Original Hermes Fee”.



 


		15.	Section 11.13.1(c)(ii) shall be deleted and replaced with the following:



 


“the
Additional Hermes Fee and the balance of the Hermes Fee (being the amount thereof under paragraph (b) above less the First Fee)
(“Second Fee”) will be payable in Dollars to the Hermes Agent or Hermes on the Delivery Date;”.


 


		16.	Exhibit N shall be deleted and replaced with the Repayment Schedules set out in Schedule 5.



 






    11 


     


    

 





Schedule 4








Form of Guarantor Confirmation Certificate


 


[Insert name of relevant Guarantor
here]


 


GUARANTOR’S CERTIFICATE


 


[●], 2021


 


This Certificate is delivered on behalf
of [Insert name of relevant Guarantor entity here] (the Guarantor)], a [company][corporation] incorporated
in [●].


 


[I][We], [insert name of the authorized
officers/directors], the undersigned, in [my][our] capacity as [[a] duly authorized officer[s]] [or][director] of the Guarantor
and not in any individual capacity, do hereby confirm in relation to the Credit Agreement dated 13 November 2015 (the Agreement)
in respect of m.v. Odyssey of the Seas (Hull S.713) (as amended from time to time) as follows:


 


		1.	Unless otherwise defined in this Certificate, words and expressions defined in the Agreements shall
have the meanings when used in this Certificate.
	 	 	 



		2.	The Guarantor is a guarantor under the Agreement.
	 	 	 



		3.	[I][We] hereby acknowledge on behalf of the Guarantor that the Agreement shall be amended pursuant
to an amendment agreement (the Vessel Loan Amendment) in order to record the agreement of the respective parties to increase
the Total Commitments in an amount of EUR[l].



 


This Certificate is one of the “certificates”
required to be provided pursuant to clause 3.1(b) of the Vessel Loan Amendment and in the context of the requirements of clause
3.1(b) of the Vessel Loan Amendment, [I][we] hereby further acknowledge and confirm on behalf of the Guarantor the following:


 


		a.	the amendments contemplated in the Vessel Loan Amendment and the contents thereof are approved;
	 	 	 



		b.	the Guarantee given by the Guarantor in the Agreement and each other Loan Document (as defined
in the Agreement) to which the Guarantor is a party shall remain and continue in full force and effect notwithstanding the amendment
of the Agreement pursuant to the Vessel Loan Amendment;
	 	 	 



		c.	the Guarantee given by the Guarantor in the Agreement shall extend to any new obligations assumed
by the Borrower under the Agreement as amended by the Vessel Loan Amendment; and
	 	 	 



		d.	continuing to guarantee the amended obligations of the Borrower under the Agreement as amended
by the Vessel Loan Amendment does not cause any borrowing, guaranteeing or similar limit binding on the Guarantor to be exceeded.



 


	4.	[I][We] hereby confirm that:



 


		a.	the copy of the certificate or articles of incorporation, formation or organization or other comparable
organizational document of the Guarantor (collectively, the Organizational Documents); and




  






    12 


     


    

 


		b.	the by-laws or operating, management or similar agreements of the Guarantor (collectively, the Operating Documents),

                                                                                 

                                                                                in each case, appended to the Secretary’s Certificate dated 21 December 2020 (the Original Secretary’s Certificate) remain true and correct on the date of this Certificate and have not been amended, modified or revoked and remain in full force and effect.







 


	5.	[I][we] hereby represent and warrant on behalf of the Guarantor that [I][we] have the authority
to sign this Certificate as evidenced by [●] of the Original Secretary’s Certificate (the Authorization). The
Authorization has not been modified or rescinded and remains in full force and effect.
	 	 



	6.	[The Guarantor does not have its management or control in Liberia nor does it undertake any business
activity in Liberia.
	 	 



	7.	Less than a majority of the shareholders of the Guarantor hereto by vote or value are resident
in Liberia.][7 and 8 to be included in the Certificate for RCL Cruise Holdings LLC and RCI Holdings LLC only as Liberian
entities]
	 	 



	8.	This Certificate shall be governed by and construed in accordance with New York law.



 


[Signature Pages Follow]








 



    13


     


    




 


Schedule 5


Exhibit N – Repayment Schedules





 


Repayment Schedule – Loan (other than Deferred Tranche)


Payment
[1] and [2] fall in the Deferral Period I 




EURO (EUR) 


	No.	 	 	Repayment Dates	 	Balance	 	 	Principal	 
	 	0	 	 	22-Mar-2021	 	 	833,499,000.00 €	 	 	-
     €	 
	 	1	 	 	22-Sep-2021	 	 	798,769,875.00 €	 	 	34,729,125.00 €	 
	 	2	 	 	22-Mar-2022	 	 	764,040,750.00 €	 	 	34,729,125.00 €	 
	 	3	 	 	22-Sep-2022	 	 	729,311,625.00 €	 	 	34,729,125.00 €	 
	 	4	 	 	22-Mar-2023	 	 	694,582,500.00 €	 	 	34,729,125.00 €	 
	 	5	 	 	22-Sep-2023	 	 	659,853,375.00 €	 	 	34,729,125.00 €	 
	 	6	 	 	22-Mar-2024	 	 	625,124,250.00 €	 	 	34,729,125.00 €	 
	 	7	 	 	22-Sep-2024	 	 	590,395,125.00 €	 	 	34,729,125.00 €	 
	 	8	 	 	22-Mar-2025	 	 	555,666,000.00 €	 	 	34,729,125.00 €	 
	 	9	 	 	22-Sep-2025	 	 	520,936,875.00 €	 	 	34,729,125.00 €	 
	 	10	 	 	22-Mar-2026	 	 	486,207,750.00 €	 	 	34,729,125.00 €	 
	 	11	 	 	22-Sep-2026	 	 	451,478,625.00 €	 	 	34,729,125.00 €	 
	 	12	 	 	22-Mar-2027	 	 	416,749,500.00 €	 	 	34,729,125.00 €	 
	 	13	 	 	22-Sep-2027	 	 	382,020,375.00 €	 	 	34,729,125.00 €	 
	 	14	 	 	22-Mar-2028	 	 	347,291,250.00 €	 	 	34,729,125.00 €	 
	 	15	 	 	22-Sep-2028	 	 	312,562,125.00 €	 	 	34,729,125.00 €	 
	 	16	 	 	22-Mar-2029	 	 	277,833,000.00 €	 	 	34,729,125.00 €	 
	 	17	 	 	22-Sep-2029	 	 	243,103,875.00 €	 	 	34,729,125.00 €	 
	 	18	 	 	22-Mar-2030	 	 	208,374,750.00 €	 	 	34,729,125.00 €	 
	 	19	 	 	22-Sep-2030	 	 	173,645,625.00 €	 	 	34,729,125.00 €	 
		20	 	 	22-Mar-2031	 	 	138,916,500.00 €	 	 	34,729,125.00 €	 
	 	21	 	 	22-Sep-2031	 	 	104,187,375.00 €	 	 	34,729,125.00 €	 
	 	22	 	 	22-Mar-2032	 	 	69,458,250.00 €	 	 	34,729,125.00 €	 
	 	23	 	 	22-Sep-2032	 	 	34,729,125.00 €	 	 	34,729,125.00 €	 
	 	24	 	 	22-Mar-2033	 	 	- €	 	 	34,729,125.00
    €	 
	 	 	 	 	 	 	 	 	 	 	833,499,000.00 €	 



 






    14


     


    

 


Repayment Schedule – Deferred Tranche I


EURO
(EUR)




 


	No.	 	 	Repayment Dates	 	Balance	 	 	Principal	 
	 	0	 	 	22-Sep-2021	 	 	34,729,125.00 €	 	 	- €	 
	 	0	 	 	22-Mar-2022	 	 	69,458,250.00 €	 	 	- €	 
	 	1	 	 	22-Sep-2022	 	 	62,512,425.00 €	 	 	6,945,825.00 €	 
	 	2	 	 	22-Mar-2023	 	 	55,566,600.00 €	 	 	6,945,825.00 €	 
	 	3	 	 	22-Sep-2023	 	 	48,620,775.00 €	 	 	6,945,825.00 €	 
	 	4	 	 	22-Mar-2024	 	 	41,674,950.00 €	 	 	6,945,825.00 €	 
	 	5	 	 	22-Sep-2024	 	 	34,729,125.00 €	 	 	6,945,825.00 €	 
	 	6	 	 	22-Mar-2025	 	 	27,783,300.00 €	 	 	6,945,825.00 €	 
	 	7	 	 	22-Sep-2025	 	 	20,837,475.00 €	 	 	6,945,825.00 €	 
	 	8	 	 	22-Mar-2026	 	 	13,891,650.00 €	 	 	6,945,825.00 €	 
	 	9	 	 	22-Sep-2026	 	 	6,945,825.00 €	 	 	6,945,825.00 €	 
	 	10	 	 	22-Mar-2027	 	 	- €	 	 	6,945,825.00 €	 
	 	 	 	 	 	 	 	 	 	 	69,458,250.00 €	 



 



    15


     


    




 


SIGNATORIES

Amendment No. 6 in respect of Hull S-713


 


	Borrower	 	
	 		 
	Royal Caribbean Cruises Ltd.	)	/s/
                                         JASON LIBERTY
	Name: Jason Liberty	)	 
	Title: Chief Financial Officer	)	 
	 	 	 
	 	 	 
	Facility Agent	 	 
	 	 	 
	KfW IPEX-Bank GmbH	)	 
	Name: Delphine Deroche	)	/s/
                                         DELPHINE DEROCHE
	Title: Director	)	 
	Name: Grit Zierau	) 	/s/ GRIT ZIERAU
	Title: Assistant Vice President	 	 
	 	 	 
	 	 	 
	Hermes Agent	 	 
	 	 	 
	KfW IPEX-Bank GmbH	)	 
	Name: Delphine Deroche	)	/s/
                                         DELPHINE DEROCHE
	Title: Director	)	 
	Name: Grit Zierau	)	/s/ GRIT ZIERAU
	Title: Assistant Vice President		
	 	 	 
	 	 	 
	Mandated Lead Arrangers	 	 
	 	 	 
	KfW IPEX-Bank GmbH	)	 
	Name: Delphine Deroche	)	/s/
                                         DELPHINE DEROCHE
	Title: Director	)	 
	Name: Grit Zierau	)	 /s/ GRIT ZIERAU
	Title: Assistant Vice President	 	 
	 	 	 
	 	 	 
	Bayerische Landesbank Munich	)	 
	Name: P.G. Ruprecht and Doris Pollner	)	/s/
                                         P.G. RUPRECHT
	Title:	)	/s/
                                         DORIS POLLNER
	 	 	 
	 	 	 
	BNP Paribas Fortis S.A./N.V.	)	 
	Name: Xavier Coulie	)	/s/
                                         XAVIER COULIE
	Title: Specialised Finance Belgium	)	 
	Name: Pascal Gilliard	)	/s/
                                         PASCAL GILLIARD
	Title: Head of Capital Markets EMEA, Capital Banking	)	 
		 	 
	 	 	 
	 	 	 
	Commerzbank AG, New York Branch	)	 
	Name: Christina Serrano and Bianca Notari	)	/s/
                                         CHRISTINA SERRANO
	Title:	)	/s/
                                         BIANCA NOTARI



 


[Signature Page to Amendment No. 6 - Hull S-713]


 






     


     


    

 


	DZ BANK AG, New York Branch	)	 
	Name: Steffen Philipp	)	/s/
                                         STEFFEN PHILIPP
	Title: Senior Vice President	)	 
	Name: Maximilian Bos	)	/s/
                                         MAXIMILIAN BOS
	Title: Vice President	)	 
	 	 	 
	 	 	 
	Skandinaviska Enskilda Banken AB (publ)	)	 
	Name: Malcolm Stonehouse	)	/s/
                                         MALCOLM STONEHOUSE
	Title: Client Executive	)	 
	Name: Glenn Francis	)	/s/
                                         GLENN FRANCIS
	Title:  Head of Corporate Banking, SEB UK	)	 
	 	 	 
	 	 	 
	Lenders	 	 
	 	 	 
	KfW IPEX-Bank GmbH	)	 
	Name: Delphine Deroche	)	/s/ DELPHINE DEROCHE
	Title: Director	)	 
	Name: Grit Zierau	)	/s/ GRIT ZIERAU
	Title: Assistant Vice President	 	 



 


	Bayerische Landesbank Munich	)	 
	Name: P.G. Ruprecht and Doris Pollner	)	l/s/
    P.G. RUPRECHT
	Title:	)	/s/
    DORIS POLLNER
	 	 	 
	BNP Paribas Fortis S.A./N.V.	)	 
	Name: Xavier Coulie	)	/s/
    XAVIER COULIE
	Title: Specialised Finance Belgium	)	 
	Name: Pascal Gilliard	)	/s/
    PASCAL GILLIARD
	Title: Head of Capital Markets EMEA, Capital Banking	)	 
	 	 	 
	Commerzbank AG, New York Branch	)	 
	Name: Christina Serrano and Bianca Notari	)	l/s/
    CHRISTINA SERRANO
	Title:	)	/s/
    BIANCA NOTARI
	 	 	 
	DZ BANK AG, New York Branch	)	 
	Name: Steffen Philipp	)	/s/
    STEFFEN PHILIPP
	Title: Senior Vice President	)	 
	Name: Maximilian Bos	)	/s/
    MAXIMILIAN BOS
	Title: Vice President	)	 
	 	 	 
	Skandinaviska Enskilda Banken AB (publ)	)	 
	Name: Malcolm Stonehouse	)	/s/
    MALCOLM STONEHOUSE
	Title: Client Executive	)	 
	Name: Glenn Francis	)	/s/
    GLENN FRANCIS
	Title:Head of Corporate Banking, SEB UK	)	 




 


[Signature Page to Amendment No. 6 - Hull S-713]