EXHIBIT 4.2



                     ROYAL CARIBBEAN CRUISES LTD., as Issuer

                                       and

                        THE BANK OF NEW YORK, as Trustee



                                   ----------

                                    FORM OF

                         ELEVENTH SUPPLEMENTAL INDENTURE

                            Dated as of       , 2001

                                   ----------

                          ZERO COUPON CONVERTIBLE NOTES

               Supplemental to Indenture dated as of July 15, 1994



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     ELEVENTH SUPPLEMENTAL INDENTURE, dated as of May 18, 2001 (the "Eleventh
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 Eleventh 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 Zero Coupon Convertible
Notes due 2021 (such securities being referred to herein as the "Convertible
Note" or "Convertible Notes" 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 Eleventh 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 Eleventh
Supplemental Indenture, when executed and delivered by the Company, the legal,
valid and binding agreement of the Company, in accordance with its terms.

                                      -2-

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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 Convertible Notes, 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.

          "Principal Amount at Maturity" or "principal amount at Maturity" of a
     Security means the principal amount at Maturity 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


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     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
     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 clause (e) in Section 101 to insert the phrase ", in cash"
          after the phrase "U.S. dollars".

     (D)  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,"

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          (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
               plus the accrued Original Issue Discount through and including
               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 and including the date of 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".

     (E)  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), (5)and (6) as follows:

          (4)  make any change in the manner of calculation or rate of accrual
               of Original Issue Discount on any Security or extend the time for
               payment of Original Issue Discount, or

          (5)  reduce the redemption price or change in control purchase price
               of any Security, or

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

          (7)  make any change that adversely affects the right of a Holder to
               require the Company to purchase a Security.

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

     (G)  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 promptly after 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.

     (H)  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
          the "30" in the first paragraph with "15", replacing in two


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          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 the Securities and the Indenture, and

          (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 and including the date fixed for
          redemption".

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

     Section 1109. Redemption of the Convertible Notes 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


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     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 May
     18, 2004, May 18, 2009 and May 18, 2014 (each, a "Purchase Date") at the
     purchase prices set forth below (each, a "Purchase Price", as applicable):

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                            Purchase Price per $1,000 of Convertible Notes

                              Purchase Date                    Purchase  Price
                         ----------------------                ---------------
                         May 18, 2004                               $450.20
                         May 18, 2009                               $569.31
                         May 18, 2014                               $719.92

          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 at least 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 numbers of the Securities which the Holder
                    will deliver to be purchased,

               (B)  the portion of the Principal Amount at Maturity of the
                    Securities which the Holder will deliver to be purchased,
                    which portion must be in Principal Amounts at Maturity of
                    $1,000 or an integral multiple thereof,

               (C)  that such Securities 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 the
                    Indenture to pay the Purchase Price to be paid on May 18,
                    2004, May 18, 2009 or May 18, 2014, 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 May 18,
                    2004, May 18, 2009 or May 18, 2014, 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

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                    (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 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.


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

          (b) Company's Right to Elect Manner of Payment of Purchase Price for
     Payment on May 18, 2004, May 18, 2009 or May 18, 2014. The Securities to be
     purchased on May 18, 2004, May 18, 2009 or May 18, 2014 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 in lieu of 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 May 18, 2004, May 18, 2009 or May 18,
          2014, the manner of payment selected by the Company,

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

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               (iii) if the Purchase Date is May 18, 2004, May 18, 2009 or May
          18, 2014, if the Company elects to pay the Purchase Price, or a
          specified percentage thereof, in Common Stock, that 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 May 18, 2004, May 18, 2009 and May 18,
     2014, 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 May 18, 2004, May 18, 2009
     and May 18, 2014, 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 May 18, 2004, May 18, 2009 or May 18, 2014, the Company
     Notice, as provided in Section 1110(e), shall be sent to the




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     Holders (and to beneficial owners as required by applicable law) not later
     than the Company Notice Date.

          The Company's right to exercise its election to purchase Securities on
     May 18, 2004, May 18, 2009 or May 18, 2014 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, in each case, 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 has 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 (i) through
          (iv) 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 (i) and (iii) 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


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     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 May 18, 2004, May
     18, 2009 or May 18, 2014, as the case may be. 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 the
     third Business Day prior to the applicable Purchase Date (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 thereto), 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




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     notice to Holders setting forth information specified in this Section
     1110(e) (the "Company Notice").

          In the event the Company has elected to pay the Purchase Price (or a
     specified percentage thereof) with Common Stock on May 18, 2004, May 18,
     2009 or May 18, 2014, 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 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);



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

               (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 and after
          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
          Company's outstanding Common Stock is 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



                                       16
<PAGE>

          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 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 May 18, 2004,
          May 18, 2009 or May 18, 2014 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 May 18, 2004 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, 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 share exchange, 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 share exchange, consolidation or merger of the Company in which
          the holders of the Common Stock immediately prior to the share
          exchange, consolidation or merger have, directly or indirectly, at
          least a majority of the total voting



                                       17
<PAGE>

          power in the aggregate of all classes of Capital Stock of the
          continuing or surviving corporation immediately after the share
          exchange, consolidation or merger; or

               (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, including a Schedule 13D (or any
          successor schedule, form or report under the Exchange Act) 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;


                                       18
<PAGE>

          (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;

          (3)  the Change in Control Purchase Price;

          (4)  the Change in Control Purchase Date (which may not be prior to,
               but may be simultaneous with, the consummation of the
               transactions underlying the Change of Control);

          (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

                                       19
<PAGE>

          (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 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



                                       20
<PAGE>

     on the Change in Control 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 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,

                                       21
<PAGE>

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

          (3)  the principal amount at Maturity, if any, of such Securities
               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


                                       22
<PAGE>

     Common Stock, if permitted hereunder, sufficient to pay the aggregate
     Purchase Price or Change in Control Purchase Price, as the case may be, of
     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 surrendered Securities will
     cease to accrue, whether or not the Securities 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 Securities.

     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 applicable 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


                                       23
<PAGE>

          Section 1116. Repayment to the Company.

          The Trustee or Paying Agent, as the case may be, 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 cash or Common Stock 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.

          "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




                                       24
<PAGE>

          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 (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).

          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,
     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.


                                       25
<PAGE>

     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
     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 Security, that portion of accrued Original
     Issue Discount attributable to the period from the Issue Date of the
     Security through and including the Conversion Date with respect to the
     converted Security 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 Security 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 and including 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 Security 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 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




                                       26
<PAGE>

     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 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
     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.


                                       27
<PAGE>

     Section 1305. Company to Provide and Reserve Stock.

          The Company shall, as of the date hereof and prior to issuance of any
     equity securities pursuant to 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 which may be required to
     permit the conversion of the Securities if such Securities were converted
     on any date. 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 Company's outstanding Common Stock is 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),

     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


                                       28
<PAGE>

     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.

                                       29
<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.

          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,



                                       30
<PAGE>

     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.

                           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 on a per share basis 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 on a per share basis 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



                                       31
<PAGE>

     of the securities to be distributed shall equal the average of the 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 Sale Price shall mean the
     average of the 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, the 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 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



                                       32
<PAGE>

     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.

          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. Such participation by Securityholders may
     include participation in the transaction upon conversion of their Security
     by



                                       33
<PAGE>

     the Securityholder provided that an adjustment shall be made at such time
     as the Securityholder is not entitled to participate on the basis
     described in the prior sentence. 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 requiring the adjustment
     and the manner of computing it. 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.




                                       34
<PAGE>

     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.

          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 or assets, 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



                                       35
<PAGE>

     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 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.



                                       36
<PAGE>

          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.

          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. Section 1006 shall be inapplicable to any term, provision or
condition of any covenant established pursuant to this Indenture and the
Securities as contemplated by Section 301 of the Indenture in respect of any
such term, provision or covenant which under Article Nine of the Indenture
cannot be modified without the consent of the Holder of each outstanding
Security affected.

     SECTION 3. The Basic Indenture, as supplemented and amended by this
Eleventh Supplemental Indenture, is in all respects ratified and confirmed, and
the Basic Indenture and this Eleventh Supplemental Indenture shall be read,
taken and construed as one and the same instrument. All provisions included in
this Eleventh Supplemental Indenture supersede any similar provisions included
in the Basic Indenture unless not permitted by law.



                                       37
<PAGE>

     SECTION 4. If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Eleventh
Supplemental Indenture by any of the provisions of the Trust Indenture Act, such
required provision shall control.

     SECTION 5. All covenants and agreements in this Eleventh Supplemental
Indenture by the Company shall bind its successors and assigns,
whether so expressed or not.

     SECTION 6. In case any provision in this Eleventh Supplemental Indenture or
in the Convertible Notes 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 7. Nothing in this Eleventh Supplemental Indenture, expressed or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder, and the Holders of the Convertible Notes any benefit or
any legal or equitable right, remedy or claim under this Eleventh Supplemental
Indenture.

     SECTION 8. This Eleventh Supplemental Indenture and each Convertible Note
shall be deemed to be a contract made under the laws of the State of New York
and this Eleventh Supplemental Indenture and each such Convertible Note shall be
governed by and construed in accordance with the laws of the State of New York.

     SECTION 9. All terms used in this Eleventh Supplemental Indenture not
otherwise defined herein that are defined in the Basic Indenture shall have the
meanings set forth therein.

     SECTION 10. This Eleventh 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 11. Section 403 and Section 1004 of the Basic Indenture are not
applicable to the Convertible Notes. In addition, Section 401 of the Basic
Indenture is hereby amended solely with respect to the Convertible Notes 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)".


                                       38
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Eleventh 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                            )
                                    )  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/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