Exhibit 10.1





 


EXECUTION
VERSION


 


AMENDMENT TO CREDIT AGREEMENT


 


This AMENDMENT TO THE
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 7, 2020, is among ROYAL CARIBBEAN
CRUISES LTD., a Liberian corporation (the “Borrower”), the various financial institutions party hereto (collectively,
the “Lender Parties”) and Nordea Bank ABP, New York Branch, as
administrative agent (the “Administrative Agent”) for the Lender Parties.


 


PRELIMINARY STATEMENTS


 


(1)            The
Borrower, the various financial institutions party thereto and the Administrative Agent are parties to that certain Credit Agreement,
as amended and restated on October 12, 2017, and as further amended, restated, amended and restated, supplemented or otherwise
modified from time to time prior to the date hereof (such Credit Agreement as in effect immediately prior to giving effect to this
Amendment, the “Existing Agreement” and as amended hereby, the “Amended Agreement”); and


 


(2)            The
Borrower, the Lender Parties and the Administrative Agent have agreed to amend the Existing Agreement as hereinafter set forth
herein.


 


NOW, THEREFORE, the parties
hereto hereby agree as follows:


 


SECTION 1. Amendments
to the Existing Agreement. The Borrower, the Administrative Agent and the Lender Parties agree that the Existing Agreement
is, subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended on the Amendment Effective
Date as follows:


 


(a)            Section 1.1
of the Existing Agreement shall be amended by adding the following defined terms in appropriate alphabetical order:


 


“Beneficiary Party”
means the Administrative Agent and each agent, trustee or other representative for each agreement listed on Schedule III
hereto, as each such agreement may be amended, restated, supplemented, refinanced or otherwise modified from time to time, so long
as such amendment, restatement, supplement, refinancing or other modification does not increase the aggregate principal amount
of Indebtedness or other monetary obligations thereunder to an amount that is more than the aggregate principal amount of commitments, Indebtedness
and other monetary obligations outstanding thereunder as of the Waiver Effective Date plus the amount of any uncommitted
incremental facilities available thereunder as of the Waiver Effective Date plus the amount of unpaid accrued interest and
premium thereon and underwriting discounts, fees, commissions and expenses, associated with such amendment, restatement, supplement,
refinancing or other modification.


 


“Designated Assets”
means the Vessels known on the Waiver Effective Date as (i) Symphony of the Seas, (ii) Oasis of the Seas, (iii) Harmony
of the Seas, (iv) Spectrum of the Seas, (v) Quantum of the Seas, (vi) Ovation of the Seas and (vii) Anthem
of the Seas (it being understood that such Vessels shall remain “Designated Assets” regardless of any change in name
or ownership after the Waiver Effective Date).


 


“Designated Holdco Subsidiaries”
means one or more Subsidiaries of the Borrower that directly own any of the equity interests issued by any Subsidiary of the Borrower
that owns any Designated Assets.


 






     

     


    

 


“Designated Indebtedness”
means any Indebtedness that is incurred by (a) the Borrower and guaranteed by one or more Designated Holdco Subsidiaries or
(b) one or more Designated Holdco Subsidiaries. For the avoidance of doubt, Designated Indebtedness shall not include (x) any
Indebtedness under any Permitted Secured Facility or (y) issuances of unsecured commercial paper incurred in the ordinary
course of business of the Borrower and its Subsidiaries.


 


“Designated Release Event”
means any event or other circumstance that results in all Designated Indebtedness created, incurred or assumed after the Waiver
Effective Date no longer remaining outstanding (whether as a result of repayment, redemption or otherwise) after a Designated Trigger
Event has occurred; provided that no Designated Release Event will occur unless the Borrower and its Subsidiaries, taken
as a whole, has incurred or issued Designated Indebtedness owed to one or more third parties in an aggregate principal amount equal
to or greater than $300,000,000 after the Waiver Effective Date.


 


“Designated Trigger Event”
means the creation, incurrence or assumption of any Designated Indebtedness by the Borrower or any of its Subsidiaries.


 


“Other Beneficiary Party”
means each agent, trustee or other representative (other than a Beneficiary Party) for any agreement which evidences any obligation
of the Borrower or any of its Subsidiaries (other than any unsecured debt securities or any Permitted Secured Facility) outstanding
on the Waiver Effective Date, in each case, as such agreement may be amended, restated, supplemented, refinanced or otherwise modified
from time to time, so long as such amendment, restatement, refinancing or other modification does not increase the aggregate principal
amount of obligations thereunder to an amount that is more than the obligations outstanding thereunder as of the Waiver Effective
Date plus the amount of any uncommitted incremental facilities available thereunder as of the Waiver Effective Date plus
the amount of unpaid accrued interest and premium thereon and underwriting discounts, fees, commissions and expenses, associated
with such amendment, restatement, supplement, refinancing or other modification.


 


“Permitted Restricted
Payment” means any of the following transactions: (a) any (i) dividend or other distribution (whether in cash,
securities or other property) with respect to any of the Borrower’s capital stock or other equity interests issued by the
Borrower, or (ii) payment (whether in cash, securities or other property) on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any of the Borrower’s capital stock or other equity interests, in each of (i) and
(ii), pursuant to and in accordance with stock option plans or other benefit plans (including with respect to performance shares
issued in the ordinary course of business) for present or former officers, directors, consultants or employees of the Borrower
in the ordinary course of business consistent with past practice; and (b) the payment of cash in lieu of the issuance of fractional
shares in connection with the exercise of warrants, options or other securities convertible into or exercisable for any of the
Borrower’s capital stock or other equity interests.


 


“Permitted Secured Facility”
means (a) the Secured Facility or (b) any other Indebtedness incurred by the Borrower or its Subsidiaries that is (i) permitted
under Section 6.2.3 of this Agreement, (ii) secured solely by Permitted Secured Facility Collateral and (iii) guaranteed
only by the Secured Facility Guarantors, as


 






    2


     


    

 


amended, restated, supplemented or otherwise modified from time to time (but always
subject to the limitations in clause (b)).


 










“Permitted Secured Facility
Collateral” means (a) any and all assets that constitute (or purport to constitute) Collateral (as defined in Secured
Facility) as of the Waiver Effective Date and (b) any other asset of the Borrower that is subject to a lien to secure obligations
under any Permitted Secured Facility (which, for the avoidance of doubt, shall not include any Designated Assets or Priority Assets).


 


“Priority Assets”
means the Vessels known on the Waiver Effective Date as (i) Azamara Quest, (ii) Azamara Pursuit, (iii) Azamara Journey,
(iv) Celebrity Edge, (v) Celebrity Apex, (vi) Celebrity Flora, (vii) Celebrity Xpedition, (viii) Celebrity
Xperience, (ix) Celebrity Xploration, (x) Monarch, (xi) Horizon and (xii) Sovereign (it being understood that
such Vessels shall remain “Priority Assets” regardless of any change in name or ownership after the Waiver Effective
Date).


 


“Priority Holdco Subsidiaries”
means (a) RCL Cruises Ltd. or any other Subsidiaries of the Borrower that directly own all of the equity interests in (i) RCL
TUI Cruises German Verwaltungs GmbH and (ii) RCL TUI Cruises German Holding GmbH & Co. KG and (b) one or more
Subsidiaries that directly own any of the equity interests issued by any other Subsidiary of the Borrower that owns any Priority
Asset. For the avoidance of doubt, Priority Holdco Subsidiaries shall not include any Principal Subsidiary.


 


“Priority Release Event”
means any event or other circumstance that results in no Permitted Secured Facility remaining outstanding (whether as a result
of repayment, redemption or otherwise) after a Priority Trigger Event has occurred.


 


“Priority Trigger Event”
means (a) a refinancing of the Secured Facility with (i) one or more new Permitted Secured Facilities or (ii) other
Indebtedness of the Borrower or any Subsidiary of the Borrower that is guaranteed by one or more Subsidiaries of the Borrower that
own, directly or indirectly, Permitted Secured Facility Collateral or (b) the terms of any Permitted Secured Facility no longer
prohibiting a guarantee of the Obligations by the Priority Holdco Subsidiaries.


 


“Secured Facility”
means that certain Term Loan Agreement, dated as of March 23, 2020, by and among the Borrower, the lenders party thereto from
time to time, and Morgan Stanley Senior Funding, Inc., in its capacity administrative agent and collateral agent, as amended,
restated or amended and restated from time to time.


 


“Secured Facility Guarantors”
means those certain Subsidiaries of the Borrower that guarantee the Secured Facility as of the Waiver Effective Date and any of
their respective Subsidiaries.


 


“Specified Designated
Holdco Subsidiaries” means those certain Designated Holdco Subsidiaries that are obligors with respect to any Designated
Indebtedness.


 


“Waiver Effective Date”
means May 7, 2020.


 


“Waiver Period”
means the period commencing on the Waiver Effective Date and ending on March 31, 2021.


 






    3


     


    

 


(b)            Section 6.1.1
of the Existing Agreement shall be amended by adding the following text after clause (c) thereof:


 


; it being understood and agreed,
for the avoidance of doubt, that no such certificate shall be required to be delivered with respect to any Fiscal Quarter or Fiscal
Year ending on June 30, 2020, September 30, 2020, December 31, 2020 or March 31, 2021;


 


(c)            Section 6.1.1
of the Existing Agreement shall be further amended by adding the following new clause (h) after clause (g) thereof:


 


(h)            within
five Business Days after the end of each month during the Waiver Period, a certificate, executed by the chief financial officer,
the treasurer or the corporate controller of the Borrower, showing, as of the last day with the immediately preceding month, compliance
with the covenant set forth in Section 6.2.9; provided that, if the Borrower is not in compliance with the covenant
set forth in Section 6.2.9 as of the last day of such month, the Borrower shall show compliance with such covenant
as of the date such certificate is delivered;


 


(d)            Clause
(c) of Section 6.2.3 of the Existing Agreement shall be amended and restated in its entirety as follows:


 


(c)  in addition to other
Liens permitted under this Section 6.2.3, Liens securing Indebtedness in an aggregate principal amount, together with
(but without duplication of) Indebtedness permitted under Section 6.2.2(d), at any one time outstanding not exceeding
(determined at the time of creation of such Lien or the incurrence by any Existing Principal Subsidiary of such indebtedness, as
applicable) 10.0% of the total assets of the Borrower and its Subsidiaries taken as a whole as determined in accordance with GAAP
as at the last day of the most recent ended Fiscal Quarter; provided that Liens securing any Permitted Secured Facility
that are incurred pursuant to this clause (c) shall only extend to Permitted Secured Facility Collateral prior to the
occurrence of a Priority Release Event;


 


(e)            Section 6.2.4
of the Existing Agreement shall be amended by adding the following text after clause (b) thereof:


 


Notwithstanding anything to the
contrary in this Agreement, the Borrower shall not be required to comply with the requirements of this Section 6.2.4 during
the Waiver Period.


 


(f)            Article VI
of the Existing Agreement shall be amended by adding the following text after Section 6.2.8 thereof:


 


SECTION 6.2.9          Minimum
Liquidity. The Borrower will not allow the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower and its
Subsidiaries as determined in accordance with GAAP to be less than $300,000,000 as of (i) the last day of any calendar month
during the Waiver Period, or (ii) if the Borrower is not in compliance with the requirements of this Section 6.2.9 as
of the last day of any calendar month during the Waiver Period, the date the certificate required by Section 6.1.1(h) with
respect to such month is delivered to the Administrative Agent.


 






    4


     


    

 


SECTION 6.2.10     Additional
Undertakings.


 


(a)            The
Borrower will not enter into any transaction that would result in the Borrower making any cash payment during the Waiver Period
in connection with (i) the repurchase, retirement or other acquisition or retirement for value by the Borrower of its capital
stock or (ii) the making of any distribution or dividend to any holder of its capital stock, in each case, unless the Borrower
shall have certified to the Administrative Agent that it was in compliance with requirements of Section 6.2.4(b) of this
Agreement immediately prior to and after giving effect to such transaction as of the most recently ended Fiscal Quarter or Fiscal
Year, as applicable, for which financial statements were required to be delivered pursuant to Section 6.1.1 of this Agreement
(in each case as if the Fixed Charge Coverage Ratio were tested as of the most recently ended Fiscal Quarter or Fiscal Year, as
applicable, for which financial statements were required to be delivered pursuant to Section 6.1.1 of this Agreement); provided
that this Section 6.2.10 shall not limit the Borrower’s ability to make any Permitted Restricted Payment.


 


(b)            The
Borrower will not enter into any transaction that would result in the Borrower or any of its Subsidiaries not being able to grant
the guarantees required pursuant to Section 6.2.11(b) or 6.2.11(c) hereof.


 


SECTION 6.2.11     Designated
Indebtedness.


 


(a)            The
Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Designated Indebtedness
in an aggregate principal amount in excess of (x) $1,700,000,000 less (y) the aggregate principal amount of Designated
Indebtedness repaid or prepaid in accordance with Section 6.2.11(e)(ii), at any time outstanding; provided that
this clause (a) shall no longer apply if (i) no Designated Trigger Event has occurred prior to April 5, 2022 or
(ii) a Designated Trigger Event has occurred prior to April 5, 2022 and a Designated Release Event has occurred.


 


(b)            In
the event that a Priority Trigger Event occurs prior to April 5, 2022, then the Borrower shall cause each Priority Holdco
Subsidiary to deliver to the Administrative Agent, within fifteen (15) Business Days of the occurrence of such Priority Trigger
Event (or, if later, the date a Subsidiary of the Borrower becomes a Priority Holdco Subsidiary) or such later time as the Administrative
Agent may agree in its reasonable discretion, a guaranty in favor of the Administrative Agent for the benefit of the Lenders,
in substantially the form attached hereto as Exhibit G or such other form as the Administrative Agent and the Borrower
shall reasonably agree; it being understood and agreed that any guaranty given pursuant to this clause (b) shall automatically
terminate upon the occurrence of a Priority Release Event.




 


(c)            In
the event that a Designated Trigger Event occurs prior to April 5, 2022, then the Borrower shall cause each Specified Designated
Holdco Subsidiary to deliver to the Administrative Agent, within fifteen (15) Business Days of the occurrence of such Designated
Trigger Event (or, if later, the date a Subsidiary of the Borrower becomes a Specified Designated Holdco Subsidiary) or such later
time as the Administrative Agent may agree in its reasonable discretion, a subordinated guaranty in favor of the Administrative
Agent for the benefit of the


 






    5


     


    

 


Lenders, in substantially the form attached hereto as Exhibit H or such other form as
the Administrative Agent and the Borrower shall reasonably agree (but for the avoidance of doubt, the Obligations shall be subordinated
only to Indebtedness constituting Designated Indebtedness permitted to be incurred hereunder and not to any other Indebtedness);
provided that the Administrative Agent shall have contemporaneously entered into a subordination agreement pursuant to which
the obligations of the Specified Designated Holdco Subsidiaries under such subordinated guaranty will be fully subordinated in
right of payment to the obligations of the Specified Designated Holdco Subsidiaries under such Designated Indebtedness or any guaranties
related thereto, which subordination agreement (i) will be in form and substance reasonably satisfactory to the Administrative
Agent and the agent, trustee or other representative for such Designated Indebtedness and (ii) shall, in any case, be substantially
similar to any similar subordination agreement executed by any Beneficiary Party in favor of such agent, trustee or other representative
for such Designated Indebtedness; provided, further, that any guaranty given pursuant to this clause (c) shall
automatically terminate upon the occurrence of a Designated Release Event.


  


(d)            Until
a Priority Release Event has occurred, the Borrower will not:


 


(i)            permit
any Priority Holdco Subsidiary, or any Subsidiary thereof, to incur, grant or suffer to exist any Indebtedness, including any guaranty
obligation, other than any guaranty in favor of one or more of the Beneficiary Parties and the Other Beneficiary Parties in form
and substance substantially similar to the guaranty executed and delivered by such Priority Holdco Subsidiary in favor of the Administrative
Agent for the benefit of the Lenders pursuant to clause (b) above; provided that each such Other Beneficiary
Party shall have entered into a subordination agreement pursuant to which the obligations of such Priority Holdco Subsidiary under
such guaranty will be fully subordinated in right of payment to the obligations of such Priority Holdco Subsidiary under any guaranty
given in favor of the Administrative Agent for the benefit of the Lenders pursuant to this Agreement, which subordination agreement
will be in form and substance reasonably satisfactory to the Administrative Agent and such Other Beneficiary Party;


 


(ii)            permit,
or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien securing Indebtedness on any Priority Assets;
or


 


(iii)            permit
any Subsidiary to sell, transfer, license, lease, dispose, distribute or otherwise transfer any Priority Assets or any equity interests
in a Subsidiary that owns, directly or indirectly, any Priority Assets, other than (a) to any other entity that is (or will
become) a Priority Holdco Subsidiary or (b) any Priority Assets or equity interests in a Subsidiary that owns, directly or
indirectly, any Priority Assets with a fair market value of less than, in the aggregate, the sum of (x) $250,000,000 plus
(y) the fair market value of any asset (other than (1) current assets, intercompany debt or equity instruments and (2) Priority
Assets or other assets owned by another Priority Holdco Subsidiary immediately prior to acquisition) acquired by any Priority Holdco


 






    6


     


    

 


Subsidiary after the Waiver
Effective Date; provided that, in the case of this clause (b), such Subsidiary shall receive fair market value and
at least 75% cash consideration in connection with such sale, transfer, license, lease, disposition, distribution or other transfer.




 


(e)            Until
a Designated Release Event has occurred, the Borrower will not:


 


(i)            permit
any Designated Holdco Subsidiary, or any Subsidiary thereof, to incur, grant or suffer to exist any Indebtedness, including any
guaranty obligation, other than (a) any Designated Indebtedness or (b) any subordinated guaranty in favor of one or more
of the Beneficiary Parties and the Other Beneficiary Parties in form and substance substantially similar to the subordinated guaranty
executed and delivered by such Designated Holdco Subsidiary in favor of the Administrative Agent for the benefit of the Lenders
pursuant to clause (c) above; provided that each such Other Beneficiary Party shall have entered into a subordination
agreement pursuant to which the obligations of such Designated Holdco Subsidiary under such subordinated guaranty will be fully
subordinated in right of payment to the obligations of such Designated Holdco Subsidiary under any guaranty given in favor of the
Administrative Agent for the benefit of the Lenders pursuant to this Agreement, which subordination agreement will be in form and
substance reasonably satisfactory to the Administrative Agent and such Other Beneficiary Party; or


 


(ii)            permit
any Subsidiary to sell, transfer, license, lease, dispose, distribute or otherwise transfer any Designated Assets or any equity
interests in a Subsidiary that owns, directly or indirectly, any Designated Assets, other than (a) to any other entity that
is (or will become) a Designated Holdco Subsidiary or (b) any Designated Assets or equity interests in a Subsidiary that owns,
directly or indirectly, any Designated Assets (i) the net proceeds of which are applied to repay or redeem any Designated
Indebtedness or (ii) with a fair market value of less than, in the aggregate, the sum of (x) $250,000,000 in the aggregate
plus (y) the fair market value of any asset (other than (1) current assets, intercompany debt or equity instruments
and (2) Designated Assets or other assets owned by another Designated Holdco Subsidiary immediately prior to acquisition)
acquired by any Designated Holdco Subsidiary after the Waiver Effective Date.


 


(f)            Notwithstanding
the foregoing, this Section 6.2.11 shall not restrict (i) any Subsidiary of the Borrower with respect to any unsecured
issuances of commercial paper incurred in the ordinary course of business of the Borrower and its Subsidiaries or (ii) the
ability of the Borrower or any of its Subsidiaries to incur, create, assume or otherwise become liable for any Permitted Secured
Facility.


 


(g)            Section 7.1.3
of the Existing Agreement shall be amended and restated in its entirety as follows:


 






    7


     


    

 


SECTION 7.1.3          Non-Performance
of Certain Covenants and Obligations.


 


(a)            The
Borrower shall default in the due performance and observance of any other agreement contained herein or in any other Loan Document
(other than the covenants set forth in Sections 6.2.4, 6.2.9, 6.2.10 or 6.2.11 and the obligations
referred to in Section 7.1.1) and such default shall continue unremedied for a period of five days after notice thereof
shall have been given to the Borrower by the Administrative Agent or any Lender (or, if (i) such default is capable of being
remedied within 30 days (commencing on the first day following such five-day period) and (ii) the Borrower is actively seeking
to remedy the same during such period, such default shall continue unremedied for at least 35 days after such notice to the Borrower).


 


(b)            The
Borrower shall default in the due performance and observance of the covenants set forth in Section 6.2.11 and such
default shall continue unremedied for a period of five Business Days after notice thereof shall have been given to the Borrower
by the Administrative Agent or any Lender.


 


(h)            Article VII
of the Existing Agreement shall be amended by adding the following text after Section 7.1.7 thereof:


 


SECTION 7.1.8          Guarantees.
Once provided pursuant to Section 6.2.11(b) or 6.2.11(c), any guarantee of a Priority Holdco Subsidiary
or a Designated Holdco Subsidiary shall cease to be, or shall be asserted by the Borrower, any Priority Holdco Subsidiary or any
Designated Holdco Subsidiary not to be, in full force and effect (other than in accordance with the express terms hereof).


 


(i)            Section 8.1.5
of the Existing Agreement shall be amended in full to read as follows:


 


SECTION 8.1.5          Non-Performance
of Certain Covenants and Obligations. The Borrower shall default in the due performance and observance of any of the covenants
set forth in Section 6.2.4, 6.2.9 or 6.2.10.


 


(j)            The
Existing Agreement shall be amended by adding Schedule I, Exhibit A and Exhibit B hereto as Schedule
III, Exhibit G and Exhibit H, respectively, thereto.


 


(k)            Item
5.9(b) of Schedule II to the Existing Agreement shall be amended and restated in its entirety in the form of Schedule
II hereto.


 


SECTION 2. 
Conditions of Amendment Effectiveness. This Amendment shall become effective as of the date on which each of the following
conditions has been satisfied (or waived) in accordance with the terms hereof (such date, the “Amendment Effective Date”):


 


(a)            The
Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders or, as
to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment.


 


(b)            The
Administrative Agent shall have received, for the account of each Lender who has delivered a counterpart to this Amendment, an
amendment fee paid by or on behalf of the Borrower in an amount equal to 0.15% of the Revolving Credit Commitment of such Lender.


 






    8


     


    

 


SECTION 3. Representation
and Warranty of the Borrower. To induce the Lender Parties to enter into this Amendment, the Borrower represents and warrants
that, as of the Amendment Effective Date:


 


(a)            The
representations and warranties contained in Article V (excluding, however, those contained in the last sentence of Section 5.6)
of the Amended Agreement are true and correct in all material respects except for those representations and warranties that are
qualified by materiality or Material Adverse Effect, which shall be true and correct, and


 


(b)            No
Default, Prepayment Event or event which (with notice or lapse of time or both) would become a Prepayment Event has occurred and
is continuing.


 


SECTION 4. Reference
to and Effect on the Existing Agreement. On and after the effectiveness of this Amendment, each reference in the Existing Agreement
to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing
Agreement shall mean and be a reference to the Amended Agreement. The Existing Agreement, as specifically amended by this Amendment,
is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The execution, delivery
and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Lender Party or the Administrative Agent under the Existing Agreement, nor constitute a waiver of any provision of
the Existing Agreement. This Amendment shall be deemed to constitute a Loan Document.


 


SECTION 5. Costs
and Expenses. The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative
Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment
and the other documents to be delivered hereunder (including the reasonable and documented fees and expenses of one counsel for
the Administrative Agent and the Lender Parties with respect hereto and thereto; it being understood that the foregoing shall be
limited to the reasonable and documented fees and expenses of Shearman & Sterling LLP) in accordance with the terms of
the Amended Agreement.


 


SECTION 6. Execution
in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic transmission
shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execute,” “execution,”
 “signed,” “signature,” and words of like import in or related to any document to be signed in connection
with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching
of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything
contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any
form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.


 


SECTION 7. Governing
Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.


 






    9


     


    

 


SECTION 8. Incorporation
of Terms. The provisions of Sections 11.13, 11.17 and 11.18 of the Existing Agreement shall be incorporated into this Amendment
as if set out in full in this Amendment and as if references in those sections to “this Agreement” were references
to this Amendment.


 


SECTION 9. Amendment,
Modification and Waiver. This Amendment may not be amended, modified or waived except as permitted by Section 11.1 of
the Amended Agreement.


 


SECTION 10. Defined
Terms. Capitalized terms not otherwise defined in this Amendment shall have the same meanings as specified in the Amended Agreement.


 


[Remainder of page intentionally
left blank.]


 






    10


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the
date first above written.


 





	 	ROYAL CARIBBEAN CRUISES LTD.
	 	 
	 	By	 /s/ ANTJE M. GIBSON
	 	 	Name: Antje M. Gibson
	 	 	Title: Vice President and Treasurer
	 	 



 












		SIGNATURE PAGE	Royal Caribbean – Amendment











 






    	 		 



     


    

 









	 	Lender Parties:
	 	 
	 	Nordea Bank Abp, New York Branch
	 	 
	 	By	/s/ MARTIN LUNDER
	 	 	Name: Martin Lunder
	 	 	Title: Managing Director
	 	 
	 	By	/s/ HENRIK M. STEFFENSEN
	 	 	Name: Henrik M. Steffensen
	 	 	Title: EVP



 


 


		SIGNATURE PAGE	Royal Caribbean –
Amendment



 






     


     


    

 





	 	Lender Parties:
	 	 
	 	Citibank, N.A.
	 	 
	 	By	/s/ ALVARO DE VELASCO
	 	 	Name: Alvaro De Velasco
	 	 	Title: Vice President



 


 


		SIGNATURE PAGE	Royal Caribbean –
Amendment





 






     


     


    

 





	 	Lender Parties:
	 	 
	 	Banco Bilbao Vizcaya Argentaria, S.A., New
	 	York Branch
	 	 
	 	By	/s/ BRIAN CROWLEY
	 	 	Name: Brian Cowley
	 	 	Title: Managing Director
	 	 
	 	By	/s/ MIRIAM TRAUTMANN
	 	 	Name: Miriam Trautmann
	 	 	Title: Senior Vice President



 


 


		SIGNATURE PAGE	Royal Caribbean –
Amendment



 









     


     


    

 





	 	Lender Parties:
	 	 
	 	DNB Capital LLC
	 	 
	 	By	/s/ AHELIA SINGH
	 	 	Name: Ahelia Singh
	 	 	Title: Assistant Vice President
	 	 
	 	By	/s/ MITA ZALAVADIA
	 	 	Name: Mita Zalavadia
	 	 	Title: Assistant Vice President



 


 


		SIGNATURE PAGE	Royal Caribbean –
Amendment



 









     


     


    

 





	 	Lender Parties:
	 	 
	 	FIFTH THIRD BANK, NATIONAL ASSOCIATION
	 	 
	 	By	/s/ KNIGHT D. KIEFFER
	 	 	Name: Knight D. Kieffer
	 	 	Title: Managing Director



 


 


		SIGNATURE PAGE	Royal Caribbean –
Amendment



 









     


     


    

 





	 	Lender Parties:
	 	 
	 	HSBC Bank USA, N.A.
	 	 
	 	By	 /s/ JUSTUS HANNA
	 	 	Name: Justus Hanna
	 	 	Title: Vice President



 


 


		SIGNATURE PAGE	Royal Caribbean –
Amendment



 









     


     


    

 





	 	Lender Parties:
	 	 
	 	BANK OF AMERICA, N.A.
	 	 
	 	By	/s/ BRIAN D. CORUM
	 	 	Name: Brian D. Corum
	 	 	Title: Managing Director



 


 


		SIGNATURE PAGE	Royal Caribbean –
Amendment



 






     


     


    

 





	 	Lender Parties:
	 	 
	 	MIZUHO BANK, LTD.
	 	 
	 	By	/s/ TRACY RAHN
	 	 	Name: Tracy Rahn
	 	 	Title: Executive Director



 


 


		SIGNATURE PAGE	Royal Caribbean –
Amendment



 









     


     


    

 





	 	Lender Parties:
	 	 
	 	TRUIST BANK, formerly known as Branch
	 	Banking and
Trust Company and as successor
	 	by merger to SunTrust Bank
	 	 
	 	By	 /s/ MAX N. GREER III
	 	 	Name: max N. Greer III
	 	 	Title: Senior Vice President



 


 


		SIGNATURE PAGE	Royal Caribbean –
Amendment



 









     


     


    

 





	 	Lender Parties:
	 	 
	 	THE BANK OF NOVA SCOTIA
	 	 
	 	By	 /s/ AJIT GOSWAMI
	 	 	Name: Ajit Goswami
	 	 	Title: Managing Director & Industry Head
	 	 	U.S. Real Estate, Gaming & Leisure



 


 


		SIGNATURE PAGE	Royal Caribbean –
Amendment



 









     


     


    

 





	 	Lender Parties:
	 	 
	 	BNP PARIBAS
	 	 
	 	By	 /s/ JAMES GOODALL
	 	 	Name: James Goodall
	 	 	Title: Managing Director
	 	 
	 	By	 /s/ KYLE FITZPATRICK
	 	 	Name: Kyle Fitzpatrick
	 	 	Title: Vice President



 


 


		SIGNATURE PAGE	Royal Caribbean –
Amendment



 









     


     


    

 



 





	 	Lender Parties:
	 	 
	 	Industrial and Commercial Bank of China
	 	Limited, New
York Branch
	 	 
	 	By	/s/ KAN CHEN
	 	 	Name: Kan Chen
	 	 	Title: Director
	 	 
	 	By	 /s/ GANG DUAN
	 	 	Name: Gang Duan
	 	 	Title: Executive Director



 


 


	 	SIGNATURE PAGE	Royal Caribbean – Amendment



 



    	 		 



     


    

 





	 	Lender Parties:
	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 	 
	 	By	/s/ BRYCE HY
	 	 	Name: Bryce Hy
	 	 	Title: Vice President



 


 






	 	SIGNATURE PAGE	Royal Caribbean – Amendment



 






     


     


    




 





	 	Lender Parties:
	 	 
	 	SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
	 	 
	 	By	/s/ ARNE JUELL-SKIELSE
	 	 	Name: Arne Juell-Skielse
	 	 	Title:
	 	 
	 	By	 /s/ HELENE HELLNERS
	 	 	Name: Helene Hellners
	 	 	Title:



 


 


	 	SIGNATURE PAGE	Royal Caribbean – Amendment



 






    	 		 



     


    

 





	 	Lender Parties:
	 	 
	 	Sumitomo Mitsui Banking Corporation
	 	 
	 	By	/s/ MICHAEL MAGUIRE
	 	 	Name: Michael Maguire
	 	 	Title: Managing Director



 


 


	 	SIGNATURE PAGE	Royal Caribbean – Amendment



 






    	 		 



     


    

 





	 	Lender Parties:
	 	 
	 	SOCIÉTÉ GÉNÉRALE
	 	 
	 	By	/s/ SHELLEY YU
	 	 	Name: Shelley Yu
	 	 	Title: Director



 


 






	 	SIGNATURE PAGE	Royal Caribbean – Amendment



 






     


     


    




 





	 	Lender Parties:
	 	 
	 	Banco Santander, S.A.
	 	 
	 	By	/s/ PABLO TARRIO
	 	 	Name: Pablo Tarrio
	 	 	Title: Attorney
	 	 
	 	By	/s/ LUCAS VIDELA
	 	 	Name: Lucas Videla
	 	 	Title: Executive Director



 


 








	 	SIGNATURE PAGE	Royal
Caribbean – Amendment



 






     


     


    







 





	 	Lender Parties:
	 	 
	 	GOLDMAN SACHS BANK USA
	 	 
	 	By	/s/ JAMIE MINIERI
	 	 	Name: Jamie Minieri
	 	 	Title: Authorized Signatory



 


 


	 	SIGNATURE PAGE	Royal
Caribbean – Amendment



 






    	 		 



     


    

 





	 	Lender Parties:
	 	 
	 	Landesbank Hessen-Thüringen Girozentrale
	 	 
	 	New York Branch
	 	 
	 	By	/s/ RALF GOEBEL
	 	 	Name: Ralf Goebel
	 	 	Title: Vice President
	 	 
	 	By	/s/ FRANK H. DOHL
	 	 	Name: Frank H. Dohl
	 	 	Title: SVP



 


 








	 	SIGNATURE PAGE	Royal
Caribbean – Amendment



 






    	 		 



     


    

 





	 	Lender Parties:
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION
	 	 
	 	By	/s/ RYAN GARR
	 	 	Name: Ryan Garr
	 	 	Title: Vice President



 


 


	 	SIGNATURE PAGE	Royal
Caribbean – Amendment



 






    	 		 



     


    

 





	 	ACKNOWLEDGED AND AGREED BY:
	 	 
	 	Nordea Bank
ABP, New York
	 	 
	 	Branch
	 	 
	 	as Administrative Agent
	 	 
	 	By	/s/ MARTIN LUNDER
	 	 	Name: Martin Lunder
	 	 	Title: Managing Director
	 	 
	 	By	/s/ HENRIK M. STEFFENSEN
	 	 	Name: Henrik M. Steffensen
	 	 	Title: EVP



 


 


	 	SIGNATURE PAGE	Royal
Caribbean – Amendment



 






    	 		 



     


    

 


Schedule I


 


SCHEDULE III


 


[OMITTED]


 






[Schedule I]


 






     


     


    





 


Schedule II


 


Item 5.9(b): Vessels


 


	Vessel	 	Owner	 	Flag
	Sovereign	 	RCL Sovereign LLC	 	Malta
	Empress of the Seas	 	Nordic Empress Shipping Inc.	 	Bahamas
	Monarch	 	RCL Monarch LLC	 	Malta
	Majesty of the Seas	 	Majesty of the Seas Inc.	 	Bahamas
	Grandeur of the Seas	 	Grandeur of the Seas Inc.	 	Bahamas
	Rhapsody of the Seas	 	Rhapsody of the Seas Inc.	 	Bahamas
	Enchantment of the Seas	 	Enchantment of the Seas Inc.	 	Bahamas
	Vision of the Seas	 	Vision of the Seas Inc.	 	Bahamas
	Voyager of the Seas	 	Voyager of the Seas Inc.	 	Bahamas
	Horizon	 	RCL Horizon LLC	 	Malta
	Mariner of the Seas	 	Mariner of the Seas Inc.	 	Bahamas
	Celebrity Millennium	 	Millennium Inc.	 	Malta
	Explorer of the Seas	 	Explorer of the Seas Inc.	 	Bahamas
	Celebrity Infinity	 	Infinity Inc.	 	Malta
	Radiance of the Seas	 	Radiance of the Seas Inc.	 	Bahamas
	Celebrity Summit	 	Summit Inc.	 	Malta
	Adventure of the Seas	 	Adventure of the Seas Inc.	 	Bahamas
	Navigator of the Seas	 	Navigator of the Seas Inc.	 	Bahamas
	Celebrity Constellation	 	Constellation Inc.	 	Malta
	Serenade of the Seas	 	Serenade of the Seas Inc.	 	Bahamas
	Jewel of the Seas	 	Jewel of the Seas Inc.	 	Bahamas
	Celebrity Xpedition	 	Oceanadventures S.A.	 	Ecuador
	Freedom of the Seas	 	Freedom of the Seas Inc.	 	Bahamas
	Azamara Journey	 	Azamara Journey Inc.	 	Malta
	Azamara Quest	 	Azamara Quest Inc.	 	Malta
	Liberty of the Seas	 	Liberty of the Seas Inc.	 	Bahamas
	Independence of the Seas	 	Independence of the Seas Inc.	 	Bahamas
	Celebrity Solstice	 	Celebrity Solstice Inc.	 	Malta
	Celebrity Equinox	 	Celebrity Equinox Inc.	 	Malta
	Oasis of the Seas	 	Oasis of the Seas Inc.	 	Bahamas
	Celebrity Eclipse	 	Celebrity Eclipse Inc.	 	Malta



 


[Schedule II] 


 






     


     


    









 





	Vessel	 	Owner	 	Flag
	Allure of the Seas	 	Allure of the Seas Inc.	 	Bahamas
	Celebrity Silhouette	 	Celebrity Silhouette Inc.	 	Malta
	Celebrity Reflection	 	Celebrity Reflection Inc.	 	Malta
	Quantum of the Seas	 	Quantum of the Seas Inc.	 	Bahamas
	Brilliance of the Seas	 	Brilliance of the Seas Shipping Inc.	 	Bahamas
	Anthem of the Seas	 	Anthem of the Seas Inc.	 	Bahamas
	Celebrity Xperience	 	Oceanadventures S.A.	 	Ecuador
	Celebrity Xploration	 	Oceanadventures S.A.	 	Ecuador
	Ovation of the Seas	 	Ovation of the Seas Inc.	 	Bahamas
	Harmony of the Seas	 	Harmony of the Seas Inc.	 	Bahamas
	Symphony of the Seas	 	Symphony of the Seas Inc.	 	Bahamas
	Celebrity Edge	 	Celebrity Edge Inc.	 	Malta
	Azamara Pursuit	 	Azamara Pursuit Inc.	 	Malta
	Silver Cloud	 	Silver Cloud Shipping Co. Ltd.	 	Bahamas
	Silver Wind	 	Silver Wind Shipping Ltd.	 	Bahamas
	Silver Shadow	 	Silver Shadow Shipping Co. Ltd.	 	Bahamas
	Silver Spirit	 	Silver Spirit Shipping Co. Ltd.	 	Bahamas
	Silver Muse	 	Silver Muse Shipping Co. Ltd.	 	Bahamas
	Silver Galapagos	 	Conodros CL	 	Ecuador
	Spectrum of the Seas	 	Spectrum of the Seas Inc.	 	Bahamas
	Celebrity Flora	 	Islas Galápagos Turismo y Vapores C.A.	 	Ecuador
	Celebrity Apex	 	Celebrity Apex Inc.	 	Malta





 


[Schedule II]


 






     


     


    




 


Exhibit A


 


EXHIBIT G


 


FORM OF GUARANTY


 


[see attached]


 








    [Exhibit A]


     


    

 


GUARANTY


 


Dated as of


 


[•],


 


among


 


THE GUARANTORS PARTY HERETO FROM TIME TO
TIME


 


and


 


[•],


 


as Administrative Agent





 






    


     


    

 


TABLE OF CONTENTS


 


	 		Page






 


	ARTICLE I
	 
	Definitions
	 
	Section 1.01.	Agreement
    Definitions	1
	Section 1.02.	Other Defined Terms	1
	 	 	 
	ARTICLE II
	 
	Guarantee
	 	 	 
	Section 2.01.	Guarantee	2
	Section 2.02.	Guarantee of Payment	2
	Section 2.03.	No Limitations	3
	Section 2.04.	Reinstatement	3
	Section 2.05.	Agreement To Pay; Subrogation	4
	Section 2.06.	Information	4
	Section 2.07.	Limitation on Obligations
    Guaranteed	4
	 	 	 
	ARTICLE III
	 
	Indemnity, Subrogation and Subordination
	 	 	 
	Section 3.01.	Indemnity, Subrogation
    and Subordination	5
	 	 	 
	ARTICLE IV
	 
	Miscellaneous
	 	 	 
	Section 4.01.	Notices	5
	Section 4.02.	Waivers; Amendment	5
	Section 4.03.	Administrative Agent’s
    Fees and Expenses; Indemnification	6
	Section 4.04.	Successors and Assigns	6
	Section 4.05.	Representations and Warranties	6
	Section 4.06.	Counterparts; Effectiveness;
    Several Agreement	6
	Section 4.07.	Severability	7
	Section 4.08.	Governing Law; Jurisdiction;
    Consent to Service of Process	7
	Section 4.09.	Obligations Absolute	8
	Section 4.10.	Termination or Release	8
	Section 4.11.	Additional Guarantors	9
	Section 4.12.	Recourse; Limited Obligations	9




 









    i


     


    

 


SCHEDULE


 


Schedule I     Guarantors


 


EXHIBIT


 


Exhibit I     Form of Guaranty Supplement





 






    ii


     


    

 


This GUARANTY
(this “Guaranty”), dated as of [•], is among the Guarantors set forth on Schedule I hereto
and [•], as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders.


 


WHEREAS, reference
is made to the [•]1, dated as
of [•]2 (as amended, restated,
amended and restated, supplemented and/or otherwise modified from time to time, the “Agreement”), among Royal
Caribbean Cruises Ltd., a Liberian corporation (the “Company”), [•]3.


 


WHEREAS, the Guarantors
are affiliates of one another and derive substantial direct and indirect benefits from the Agreement and are willing to execute
and deliver this Guaranty.


 


now,
therefore, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE I


 


Definitions


 


Section 1.01.     Agreement
Definitions.4


 


(a)            Capitalized
terms used in this Guaranty, including the preamble and introductory paragraphs hereto, and not otherwise defined herein have the
meanings specified in the Agreement.


 


(b)            [The
rules of construction specified in Article I of the Agreement also apply to this Guaranty.]5


 


Section 1.02.     Other
Defined Terms.


 


As used in this Guaranty,
in addition to the terms defined in the preliminary statements above, the following terms have the meanings specified below:


 


“Accommodation
Payment” has the meaning assigned to such term in Section 3.01


 


“Allocable
Amount” has the meaning assigned to such term in Section 3.01.


 


“Article”
means a numbered article of this Guaranty, unless another document is specifically referenced.


 





 






1 Insert underlying agreement giving rise to obligations
subject to this Guaranty. 


2 Insert date of
underlying agreement. 


3 Insert other
parties to underlying agreement. 


4
Defined terms and section references to be updated as needed to reflect underlying agreement. 


5
Include and update as appropriate.


 








    1


     


    

 


“Date of Full
Satisfaction” means the date of payment and performance in full of the Obligations and the termination of the Commitments.


 


“Guaranteed
Obligations” means the Obligations of the Company and the other Guarantors.


 


“Guarantors”
means the Guarantors listed on Schedule I hereto and any other Person that becomes a party to this Guaranty after the Effective
Date pursuant to Section 4.11; provided that if any such Guarantor is released from its obligations hereunder
as provided in Section 4.10, such Person shall cease to be a Guarantor hereunder effective upon such releases.


 


“Guaranty
Supplement” means an instrument substantially in the form of Exhibit I.


 


“Section”
means a numbered section of this Guaranty, unless another document is specifically referenced.


 


“UFCA”
has the meaning assigned to such term in Section 2.07.


 


“UFTA”
has the meaning assigned to such term in Section 2.07.


 


ARTICLE II


 


Guarantee


 


Section 2.01.     Guarantee.


 


Each Guarantor irrevocably,
absolutely and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely
as a surety, the due and punctual payment and performance of the Guaranteed Obligations, whether such Guaranteed Obligations are
now existing or hereafter incurred, and whether at maturity, by acceleration or otherwise. Each of the Guarantors further agrees
that the Guaranteed Obligations may be extended, increased or renewed, amended or modified, in whole or in part, without notice
to, or further assent from, such Guarantor and that such Guarantor will remain bound upon its guarantee hereunder notwithstanding
any such extension, increase, renewal, amendment or modification of any Guaranteed Obligation. To the fullest extent permitted
by applicable Law, each of the Guarantors (i) waives promptness, diligence, presentment to, demand of payment from, and protest
to, any Guarantor or any other Loan Party of any of the Guaranteed Obligations, and (ii) also waives notice of acceptance
of its guarantee and notice of protest for nonpayment.


 


Section 2.02.     Guarantee
of Payment.


 


Each of the Guarantors
further agrees, to the fullest extent permitted by applicable Law, that its guarantee hereunder constitutes a guarantee of payment
when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual of collection of any of the Guaranteed
Obligations or operated as a discharge thereof) and not of collection, and waives any right to require that any resort be had by
the Administrative Agent or any Lender to any security held for the payment of any of the Guaranteed Obligations, or to any balance
of any deposit account or credit on the books of the Administrative Agent or any Lender in favor of any other Guarantor or any
other Person. The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Company,
and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against
any other Guarantor or the Company and whether or not any other Guarantor or the Company is joined in any such action or actions.
Any payment required to be made by a Guarantor hereunder may be required by the Administrative Agent or any Lender on any number
of occasions.


 






    2


     


    

 


Section 2.03.     No
Limitations.


 


(a)            Except
for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 4.10, to the
fullest extent permitted by applicable Law, the obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise,
and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of any of the Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed
Obligations, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable Law
and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.10
(but without prejudice to Section 2.04), the obligations of each Guarantor hereunder shall not be discharged impaired
or otherwise affected by (i) the failure of the Administrative Agent, any Lender or any other Person to assert any claim or
demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver,
amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement,
including with respect to any other Guarantor under this Guaranty; (iii) [reserved]; (iv) any default, failure or delay,
willful or otherwise, in the performance of the Guaranteed Obligations; (v) [reserved]; (vi) any change in the corporate
existence, structure or ownership of any other Loan Party, the lack of legal existence of the Company or any other Guarantor or
legal obligation to discharge any of the Guaranteed Obligations by the Company or any other Guarantor for any reason whatsoever,
including, without limitation, in any insolvency, bankruptcy or reorganization of any other Loan Party; (vii) the existence
of any claim, set-off or other rights that any Guarantor may have at any time against the Company, the Administrative Agent, any
Lender or any other Person, whether in connection with the Agreement, the other Loan Documents or any unrelated transaction; (viii) this
Guaranty having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor
ab initio or at any time after the Effective Date; or (ix) any other circumstance (including statute of limitations),
any act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a defense
to, or discharge of, the Company, any Guarantor or any other guarantor or surety as a matter of law or equity (in each case, other
than the occurrence of the Date of Full Satisfaction). Anything contained in this Guaranty to the contrary notwithstanding, the
obligations of each Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would
not render its obligations under this Guaranty subject to avoidance as a fraudulent transfer or conveyance under Section 548
of the Bankruptcy Code of the United States or any comparable provisions of any similar federal, state or foreign law.


 


(b)            To
the fullest extent permitted by applicable Law and except for termination or release of a Guarantor’s obligations hereunder
in accordance with the terms of Section 4.10 (but without prejudice to Section 2.04), each Guarantor waives
any defense based on or arising out of any defense of the Company or any other Guarantor or the unenforceability of the Guaranteed
Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Guarantor,
other than the occurrence of the Date of Full Satisfaction. To the fullest extent permitted by applicable Law, each Guarantor waives
any and all suretyship defenses.


 


(c)            Each
Guarantor acknowledges that it will receive indirect benefits from the financing arrangements contemplated by the Loan Documents
and that the waivers set forth in this Guaranty are knowingly made in contemplation of such benefits.


 


Section 2.04.     Reinstatement.


 


Notwithstanding anything
to contrary contained in this Guaranty, each of the Guarantors agrees that (a) its guarantee hereunder shall continue to be
effective or be reinstated, as the case may be, if at any


 






    3


     


    

 


time payment, or any part thereof, of any Guaranteed Obligation is rescinded
or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization (or any
analogous proceeding in any jurisdiction) of the Company or any other Guarantor or otherwise and (b) the provisions of this
Section 2.04 shall survive the termination of this Guaranty.


 


Section 2.05.     Agreement
To Pay; Subrogation.


 


In furtherance of the
foregoing and not in limitation of any other right that the Administrative Agent or any Lender has at law or in equity against
any Guarantor by virtue hereof, upon the failure of the Company or any other Guarantor to pay any Guaranteed Obligation when and
as the same shall become due (after giving effect to any applicable grace periods), whether at maturity, by acceleration, after
notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative
Agent for distribution to the applicable Lenders in cash the amount of such unpaid Guaranteed Obligation. Upon payment by any Guarantor
of any sums to the Administrative Agent as provided above, all rights of such Guarantor against the Company or any other Guarantor
arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects
be subject to Section 3.01.


 


Section 2.06.     Information.


 


Each Guarantor assumes
all responsibility for being and keeping itself informed of each Company’s and each other Guarantor’s financial condition
and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope
and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the
other Lenders will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances
or risks.


 


Section 2.07.     Limitation
on Obligations Guaranteed.


 


(a)            Notwithstanding
any other provision hereof, the right of recovery against each Guarantor under Article II hereof shall be limited to the maximum
amount that can be guaranteed by such Guarantor without rendering such Guarantor’s obligations under Article II hereof
void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act (“UFCA”),
Uniform Fraudulent Transfer Act (“UFTA”) or any similar foreign, federal or state law, in each case after giving
full effect to the liability under such guarantee set forth in Article II hereof and its related contribution rights but before
taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees
of such Guarantor other than the guarantee under Article II hereof will be deemed to be enforceable and payable after the
guaranty under Article II hereof. If any payment shall be required to be made to the Administrative Agent or any Lender under
this Guaranty, each Guarantor hereby unconditionally and irrevocably agrees it will contribute, to the maximum extent permitted
by law, such amounts to each other Guarantor and the Company so as to maximize the aggregate amount paid to the Administrative
Agent for the benefit of the Lenders under or in connection with the Loan Documents. To the fullest extent permitted by applicable
law, this Section 2.07 shall be for the benefit solely of creditors and representatives of creditors of each Guarantor
and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.


 


(b)            Each
Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum
liability of such Guarantor under Section 2.02(a) without impairing the guarantee contained in this Article II
or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.


 






    4


     


    

 


ARTICLE III


 


Indemnity,
Subrogation and Subordination


 


Section 3.01.     Indemnity,
Subrogation and Subordination.


 


Upon payment by any
Guarantor of any Guaranteed Obligations, all rights of such Guarantor against the Company or any other Guarantor arising as a result
thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate
and junior in right of payment to the prior payment in full of the Obligations until the Date of Full Satisfaction. If any amount
shall erroneously be paid to the Company or any other Guarantor on account of (i) such subrogation, contribution, reimbursement,
indemnity or similar right or (ii) any such indebtedness of the Company or any other Guarantor, such amount shall be held
in trust for the benefit of the Administrative Agent for the benefit of the Lenders and shall promptly be paid to the Administrative
Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms
of the Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Guarantor shall, under this Guaranty
or the Agreement as a joint and several obligor, repay any of the Guaranteed Obligations constituting Advances made to another
Loan Party under the Agreement (an “Accommodation Payment”), then the Guarantor making such Accommodation Payment
shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Guarantors in an amount equal
to a fraction of such Accommodation Payment, the numerator of which fraction is such other Guarantor’s Allocable Amount (as
defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Guarantors; provided that
such rights of contribution, subrogation, reimbursement and indemnification shall be subordinated to the prior payment of the Obligations
until the Date of Full Satisfaction. As of any date of determination, the “Allocable Amount” of each Guarantor
shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Guarantor hereunder
and under the Agreement without (a) rendering such Guarantor “insolvent” within the meaning of Section 101
(31) of the Bankruptcy Code of the United States, Section 2 of the UFTA or Section 2 of the UFCA, (b) leaving such
Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code of the United
States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Guarantor unable to pay its debts as
they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA,
or Section 5 of the UFCA. No failure on the part of the Company or any Guarantor to make the payments required by this Section 3.01
(or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of
any Guarantor with respect to its obligations under this Guaranty, and each Guarantor shall remain liable for the full amount of
the obligations of such Guarantor hereunder.


 


ARTICLE IV


 


Miscellaneous


 


Section 4.01.     Notices.


 


All communications
and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 11.2
of the Agreement. All communications and notice hereunder to a Guarantor shall be given in care of the Company.


 



Section 4.02.     Waivers;
Amendment.


 


(a)            No
failure by the Administrative Agent or any Lender to exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder or under any other Loan


 






    5 


     


    

 


Document shall operate as a waiver hereof or thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under
each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law. No waiver
of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless
the same shall be permitted by Section 4.02(b), and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given.


 


(b)            Neither
this Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing
entered into by the Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification
is to apply, subject to any consent required in accordance with Section 11.1 of the Agreement.


 


Section 4.03.     Administrative
Agent’s Fees and Expenses; Indemnification.


 


(a)            Each
Guarantor, jointly with the other Guarantors and severally, agrees to reimburse the Administrative Agent for its reasonable and
documented out-of-pocket fees and expenses incurred hereunder in accordance with Sections 11.3 of the Agreement; provided
that each reference therein to the “Company” shall be deemed to be a reference to “each Guarantor.”


 


(b)            Each
Guarantor shall indemnify the Indemnified Parties as set forth in Section 11.4 of the Agreement.


 


Section 4.04.     Successors
and Assigns.


 


Whenever in this Guaranty
any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such
party; and all covenants, promises and agreements by or on behalf of any Guarantor, the Administrative Agent or any Lender that
are contained in this Guaranty shall bind and inure to the benefit of their respective successors and permitted assigns. Except
as provided in Section 11.10 of the Agreement, no party hereto may assign any of its rights or obligations hereunder.


 


Section 4.05.     Representations
and Warranties.


 


All representations
and warranties made hereunder shall survive the execution and delivery hereof. Such representations and warranties have been or
will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent
or any Lender or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge
of any Default at the time of any Borrowing, and shall continue in full force and effect until this Guaranty is terminated as provided
in Section 4.10 hereof, or with respect to any individual Guarantor until such Guarantor is otherwise released from
its obligations under this Guaranty in accordance with the terms hereof.


 


Section 4.06.     Counterparts;
Effectiveness; Several Agreement.


 


This Guaranty may be
executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This Guaranty shall become effective when it shall have
been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each
Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted


 






    6 


     


    

 


assigns, subject to Section 4.04.
Delivery of an executed counterpart of a signature page of this Guaranty by email or other electronic (including in “.pdf”
or “.tif” format) means shall be effective as delivery of a manually executed counterpart of this Guaranty. The words
 “execute,” “execution,” “signed,” “signature,” and words of like import in or related
to any document to be signed in connection with this Guaranty and the transactions contemplated hereby shall be deemed to include
electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by
the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the
extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation
to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant
to procedures approved by it. This Guaranty shall be construed as a separate agreement with respect to each Guarantor and may be
amended, restated, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor
and without affecting the obligations of any other Guarantor hereunder.


 


Section 4.07.     Severability.


 


If any provision of
this Guaranty is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Guaranty shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations
to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section 4.08.     Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)            Governing
Law. This Guaranty shall be construed in accordance with and governed by the law of the State of New York.


 


(b)            Jurisdiction.
Each Guarantor and the Administrative Agent hereby irrevocably and unconditionally submits, for itself and its property, to the
non-exclusive jurisdiction of any federal or state court located in the borough of Manhattan in the City of New York, and any appellate
court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement
of any judgment, and each of such parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal
court. Each of such parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.


 


(c)            Venue.
Each Guarantor and each other party to this Guaranty hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Guaranty or any other Loan Document in any court referred to in clause (b) of this
Section 4.08. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any such court.


 


(d)            Service
of Process. Each Guarantor and each other party to this Guaranty irrevocably consents to service of process in the manner provided
for notices in Section 11.13 of the Agreement.


 






    7 


     


    

 


Nothing in this Guaranty or any other Loan Document will affect the
right of any party to this Guaranty to serve process in any other manner permitted by law.


 


(e)            WAIVER
OF JURY TRIAL. EACH GUARANTOR AND EACH OTHER PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
GUARANTY OR, ANY OTHER Loan Document OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR AND EACH OTHER PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THE Loan Documents BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.08(E).


 


Section 4.09.     Obligations
Absolute.


 


To the fullest extent
permitted by applicable Law, all rights of the Administrative Agent and the Lenders hereunder and all obligations of each Guarantor
hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Agreement,
any other Loan Document, any agreement with respect to any of the Guaranteed Obligations or any other agreement or instrument relating
to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of
the Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from the Agreement, any other Loan
Document, or any other agreement or instrument, (c) any release or amendment or waiver of or consent under or departure from
any guarantee guaranteeing all or any of the Guaranteed Obligations or (d) subject only to termination or release of a Guarantor’s
obligations hereunder in accordance with the terms of Section 4.10, but without prejudice to reinstatement rights under
Section 2.04, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any
Guarantor in respect of the Guaranteed Obligations or this Guaranty.


 


Section 4.10.     Termination
or Release.


 


(a)            This
Guaranty and the Guarantees made herein shall automatically terminate with respect to all Guaranteed Obligations upon the earlier
of (i) the Date of Full Satisfaction and (ii) the occurrence of a [Priority Release Event][Designated Release Event].


 


(b)            In
connection with any termination or release pursuant to clauses (a) above, the Administrative Agent shall promptly execute
and deliver to any Guarantor, at such Guarantor’s expense, all documents or other instruments that such Guarantor shall reasonably
request to evidence such termination or release and shall perform such other actions reasonably requested by such Guarantor to
effect such release, including return of certificates, securities and instruments. Any execution and delivery of documents pursuant
to this Section 4.10 shall be without recourse to or warranty by the Administrative Agent.


 


(c)            The
Administrative Agent shall have no liability whatsoever to any Lender as a result of any release of any Guarantor by it as permitted
(or which the Administrative Agent in good faith believes to be permitted) by this Section 4.10.


  






    8 


     


    




 


Section 4.11.     Additional
Guarantors.



 


The Company may, in
its sole discretion, cause any Subsidiary to become a Guarantor to Guarantee the Obligations by causing such Subsidiary to execute
a Guaranty Supplement in substantially the form of Exhibit I. Upon execution and delivery by the Administrative Agent
and a Subsidiary of a Guaranty Supplement, such Subsidiary shall become a Guarantor hereunder with the same force and effect as
if originally named as a Guarantor herein. The execution and delivery of any such instrument shall not require the consent of any
other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding
the addition of any new Guarantor as a party to this Guaranty.


 


Section 4.12.     Recourse;
Limited Obligations.


 


This Guaranty is made
with full recourse to each Guarantor and pursuant to and upon all the warranties, representations, covenants and agreements on
the part of such Guarantor contained herein, in the Agreement and the other Loan Documents and otherwise in writing in connection
herewith or therewith. It is the desire and intent of each Guarantor, the Administrative Agent, and each Lender that this Guaranty
shall be enforced against each Guarantor to the fullest extent permissible under applicable Law applied in each jurisdiction in
which enforcement is sought.


 


[The
Remainder of This Page Is Intentionally Left Blank]


 






    9 


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Guaranty to be duly executed by their respective authorized officers as of the day and year
first above written.


 





	 	[GUARANTORS]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





[Signature
Page to Guaranty]





 






     


     


    

 





	 	ADMINISTRATIVE AGENT:
	 	[•],
	 	as Administrative Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


[Signature
Page to Guaranty]


 






     


     


    

 








SCHEDULE I TO GUARANTY


 


GUARANTORS


 


	Entity Name	Jurisdiction of Organization	Type of Entity
	1.     [•]	[•]	[•]



 


schedule
I


 






     


     


    

 


EXHIBIT I TO GUARANTY


 


FORM OF GUARANTY SUPPLEMENT


 


SUPPLEMENT, dated as
of [ ], 20[ ] (this “Supplement”) to that certain Guaranty, dated as of [•], among the Guarantors
party thereto from time to time and [•], as administrative agent (in such capacity, the “Administrative Agent”)
(as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Guaranty”).


 


A.            Reference
is made to that certain [•]6,
dated as of [•]7 (as amended,
restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Agreement”),
among Royal Caribbean Cruises Ltd., a Liberian corporation (the “Company”), [•]8.


 


B.            Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement or the Guaranty,
as applicable.


 


C.            Section 4.11
of the Guaranty provides that additional Subsidiaries of the Company may become Guarantors under the Guaranty by execution and
delivery of an instrument in the form of this Supplement. [The] [Each] undersigned Subsidiary ([the] [each, a] “New Subsidiary”)
is executing this Supplement as directed by the Company in its sole discretion, to become a Guarantor under the Guaranty.


 


Accordingly,
[the] [each] New Subsidiary agrees as follows:


 


Section 1.          In
accordance with Section 4.11 of the Guaranty, [the] [each] New Subsidiary by its signature below becomes a Guarantor
under the Guaranty with the same force and effect as if originally named therein as a Guarantor and [the] [each] New Subsidiary
hereby (a) agrees to all of the terms and provisions of the Guaranty applicable to it as a Guarantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material
respects on and as of the date hereof; provided that, to the extent that such representations and warranties specifically
refer to an earlier date, they shall be true and correct in all material respects as of such earlier date. Each reference to a
 “Guarantor” in the Guaranty shall be deemed to include [the] [each] New Subsidiary as if originally named therein as
a Guarantor. The Guaranty is hereby incorporated herein by reference.


 


Section 2.          [The]
[Each]New Subsidiary represents and warrants to the Administrative Agent and each Lender that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with
its terms, except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital
impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other similar laws or other laws
affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law and other matters which are set out as qualifications or reservations as to matters of law of general
application in any legal opinion delivered to the Administrative Agent in connection with this Supplement and any other Loan Documents
in connection herewith.


 


Section 3.          This
Supplement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute
an original, but all of which when taken together


 





 






6
Insert underlying agreement giving rise to obligations subject to this Guaranty.


 


7
Insert date of underlying agreement.


 


8 Insert other parties to underlying agreement.







 





exhibit
I-1


 






     


     


    

 







shall constitute a single contract. This Supplement shall become effective when
it shall have been executed by [the] [each] New Subsidiary and thereafter shall be binding upon and inure to the benefit of each
Guarantor, the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04
of the Guaranty. Delivery of an executed counterpart of a signature page of this Supplement by email or other electronic (including
in “.pdf” or “.tif” format) means shall be effective as delivery of a manually executed counterpart of
this Supplement. The words “execute,” “execution,” “signed,” “signature,” and words
of like import in or related to any document to be signed in connection with this Supplement and the transactions contemplated
hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on
electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be
of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary
the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly
agreed to by the Administrative Agent pursuant to procedures approved by it.


 


Section 4.          Except
as expressly supplemented hereby, the Guaranty shall remain in full force and effect, subject to the termination of the Guaranty
pursuant to Section 4.10 thereof.


 


Section 5.


 


(a)            THIS
SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)            The
other terms of Section 4.08 of the Guaranty with respect to submission to jurisdiction, venue, waiver of jury trial
and consent to service of process are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to
such terms.


 


Section 6.          If
any provision of this Supplement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Supplement shall not be affected or impaired thereby and (b) the parties shall endeavor
in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision
in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section 7.          All
communications and notices hereunder shall be in writing and given as provided in Section 4.01 of the Guaranty.


 


Section 8.          The
New Subsidiary agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in connection
with this Supplement as provided in Section 4.03(a) of the Guaranty.


 


[The
Remainder of This Page Is Intentionally Left Blank]


 





exhibit
I-2







 






     


     


    

 


IN WITNESS WHEREOF,
[each] [the] New Subsidiary has duly executed this Supplement to the Guaranty as of the day and year first above written.


 





	 	[NAME OF NEW SUBSIDIARY]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





	ACKNOWLEDGED AND ACCEPTED BY:	 
	 	 
	[•],	 
	as Administrative Agent	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 





exhibit
I-1


 






     


     


    




 


Exhibit B


 


EXHIBIT H


 


FORM OF SUBORDINATED GUARANTY


 


[see attached]


 


[Exhibit B]


 






     


     


    

 



 


This
instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain
[Subordination Agreement], dated as of [•] (the “Subordination Agreement”), among [•], to the obligations
owed by [•] pursuant to and in connection with [•], as contemplated by the Subordination Agreement, and each holder of
this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.





 


 


GUARANTY


 


Dated as of


 


[•],


 


among


 


THE GUARANTORS PARTY HERETO FROM TIME TO
TIME


 


and


 


[•],




as Administrative Agent


 






    


     


    

 





	TABLE OF CONTENTS
	 	 	 
		 	Page
	 	 	 
	ARTICLE I	 
	 	 	 
		Definitions	 
		Section 1.01. 	Agreement Definitions.	1
		Section 1.02. 	Other Defined Terms	1
	ARTICLE II	 
	 	 	 
		Guarantee	 
		Section 2.01.	Guarantee	2
		Section 2.02. 	Guarantee of Payment	2
		Section 2.03. 	No Limitations	3
		Section 2.04. 	Reinstatement	3
		Section 2.05. 	Agreement To Pay;
Subrogation	4
		Section 2.06. 	Information	4
		Section 2.07. 	Limitation on Obligations
Guaranteed	4
	ARTICLE III	 
	 	 	 
		Indemnity, Subrogation and Subordination	 
		Section 3.01.	Indemnity, Subrogation
and Subordination	5
	ARTICLE IV	 
	 	 	 
		Miscellaneous	 
		Section 4.01.	 Notices	5
		Section 4.02.	Waivers; Amendment	5
		Section 4.03.	 Administrative Agent’s Fees and Expenses; Indemnification	6
		Section 4.04.	Successors and
Assigns	6
		Section 4.05.	 Representations and Warranties	6
		Section 4.06.	 Counterparts; Effectiveness; Several Agreement	6
		Section 4.07. 	Severability	7
		Section 4.08.	Governing Law;
Jurisdiction; Consent to Service of Process	7
		Section 4.09. 	Obligations Absolute	8
		Section 4.10. 	Termination or
Release	8
		Section 4.11.	Additional Guarantors	9
		Section 4.12. 	Recourse; Limited Obligations	9


 



    i


     


    

 


	SCHEDULE	 	 
	 	 	 
	Schedule I	Guarantors	 
	 	 	 
	EXHIBIT	 	 
	 	 	 
	Exhibit I	Form of Guaranty Supplement	 



 






    ii


     


    

 


This GUARANTY
(this “Guaranty”), dated as of [•], is among the Guarantors set forth on Schedule I hereto
and [•], as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders.


 


WHEREAS, reference
is made to the [•]9, dated as
of [•]10 (as amended, restated,
amended and restated, supplemented and/or otherwise modified from time to time, the “Agreement”), among Royal
Caribbean Cruises Ltd., a Liberian corporation (the “Company”), [•]11.


 


WHEREAS, the Guarantors
are affiliates of one another and derive substantial direct and indirect benefits from the Agreement and are willing to execute
and deliver this Guaranty.


 


now,
therefore, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE I


 


Definitions


 


		Section 1.01.	Agreement
                                         Definitions.12






 


		(a)	Capitalized terms used in this Guaranty, including the
preamble and introductory paragraphs hereto, and not otherwise defined herein have the meanings specified in the Agreement.



 


		(b)	[The rules of construction specified in Article I
of the Agreement also apply to this Guaranty.]13



 


		Section 1.02.	Other Defined
Terms.



 


As used in this Guaranty,
in addition to the terms defined in the preliminary statements above, the following terms have the meanings specified below:


 


“Accommodation
Payment” has the meaning assigned to such term in Section 3.01


 


“Allocable
Amount” has the meaning assigned to such term in Section 3.01.


 


“Article”
means a numbered article of this Guaranty, unless another document is specifically referenced.


 





 



9
Insert underlying agreement giving rise to obligations subject to this Guaranty.


 


10
Insert date of underlying agreement.


 


11
Insert other parties to underlying agreement.


 


12
Defined terms and section references to be updated as needed to reflect underlying agreement.


 


13 Include and update as appropriate.


 






    1


     


    

 


“Date of Full
Satisfaction” means the date of payment and performance in full of the Obligations and the termination of the Commitments.


 


“Guaranteed
Obligations” means the Obligations of the Company and the other Guarantors.


 


“Guarantors”
means the Guarantors listed on Schedule I hereto and any other Person that becomes a party to this Guaranty after the Effective
Date pursuant to Section 4.11; provided that if any such Guarantor is released from its obligations hereunder
as provided in Section 4.10, such Person shall cease to be a Guarantor hereunder effective upon such releases.


 


“Guaranty
Supplement” means an instrument substantially in the form of Exhibit I.


 


“Section”
means a numbered section of this Guaranty, unless another document is specifically referenced.


 


“UFCA”
has the meaning assigned to such term in Section 2.07.


 


“UFTA”
has the meaning assigned to such term in Section 2.07.


 


ARTICLE II


 


Guarantee


 


		Section 2.01.	Guarantee.



 


Each Guarantor irrevocably,
absolutely and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely
as a surety, the due and punctual payment and performance of the Guaranteed Obligations, whether such Guaranteed Obligations are
now existing or hereafter incurred, and whether at maturity, by acceleration or otherwise. Each of the Guarantors further agrees
that the Guaranteed Obligations may be extended, increased or renewed, amended or modified, in whole or in part, without notice
to, or further assent from, such Guarantor and that such Guarantor will remain bound upon its guarantee hereunder notwithstanding
any such extension, increase, renewal, amendment or modification of any Guaranteed Obligation. To the fullest extent permitted
by applicable Law, each of the Guarantors (i) waives promptness, diligence, presentment to, demand of payment from, and protest
to, any Guarantor or any other Loan Party of any of the Guaranteed Obligations, and (ii) also waives notice of acceptance
of its guarantee and notice of protest for nonpayment.


 


		Section 2.02.	Guarantee of
Payment.



 


Each of the Guarantors
further agrees, to the fullest extent permitted by applicable Law, that its guarantee hereunder constitutes a guarantee of payment
when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual of collection of any of the Guaranteed
Obligations or operated as a discharge thereof) and not of collection, and waives any right to require that any resort be had by
the Administrative Agent or any Lender to any security held for the payment of any of the Guaranteed Obligations, or to any balance
of any deposit account or credit on the books of the Administrative Agent or any Lender in favor of any other Guarantor or any
other Person. The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Company,
and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against
any other Guarantor or the Company and whether or not any other Guarantor or the Company is joined in any such action or actions.
Any payment required to be made by a Guarantor hereunder may be required by the Administrative Agent or any Lender on any number
of occasions.


 






    2


     


    

 


		Section 2.03.	No
Limitations.



 


 (a)           Except for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 4.10, to the fullest extent permitted by applicable Law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable Law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.10 (but without prejudice to Section 2.04), the obligations of each Guarantor hereunder shall not be discharged impaired or otherwise affected by (i) the failure of the Administrative Agent, any Lender or any other Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Guaranty; (iii) [reserved]; (iv) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; (v) [reserved]; (vi) any change in the corporate existence, structure or ownership of any other Loan Party, the lack of legal existence of the Company or any other Guarantor or legal obligation to discharge any of the Guaranteed Obligations by the Company or any other Guarantor for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or reorganization of any other Loan Party; (vii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Company, the Administrative Agent, any Lender or any other Person, whether in connection with the Agreement, the other Loan Documents or any unrelated transaction; (viii) this Guaranty having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date; or (ix) any other circumstance (including statute of limitations), any act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a defense to, or discharge of, the Company, any Guarantor or any other guarantor or surety as a matter of law or equity (in each case, other than the occurrence of the Date of Full Satisfaction). Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations under this Guaranty subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any similar federal, state or foreign law.




 


 (b)           To the fullest extent permitted by applicable Law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.10 (but without prejudice to Section 2.04), each Guarantor waives any defense based on or arising out of any defense of the Company or any other Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Guarantor, other than the occurrence of the Date of Full Satisfaction. To the fullest extent permitted by applicable Law, each Guarantor waives any and all suretyship defenses.




 


 (c)           Each Guarantor acknowledges that it will receive indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Guaranty are knowingly made in contemplation of such benefits.




 


		Section 2.04.	Reinstatement.



 


Notwithstanding anything
to contrary contained in this Guaranty, each of the Guarantors agrees that (a) its guarantee hereunder shall continue to
be effective or be reinstated, as the case may be, if at any


 






    3


     


    

 


time payment, or any part thereof, of any Guaranteed Obligation is
rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization
(or any analogous proceeding in any jurisdiction) of the Company or any other Guarantor or otherwise and (b) the provisions
of this Section 2.04 shall survive the termination of this Guaranty.


 


		Section 2.05.	Agreement To
Pay; Subrogation.



 


In furtherance of the
foregoing and not in limitation of any other right that the Administrative Agent or any Lender has at law or in equity against
any Guarantor by virtue hereof, upon the failure of the Company or any other Guarantor to pay any Guaranteed Obligation when and
as the same shall become due (after giving effect to any applicable grace periods), whether at maturity, by acceleration, after
notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative
Agent for distribution to the applicable Lenders in cash the amount of such unpaid Guaranteed Obligation. Upon payment by any Guarantor
of any sums to the Administrative Agent as provided above, all rights of such Guarantor against the Company or any other Guarantor
arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects
be subject to Section 3.01.


 


		Section 2.06.	Information.



 


Each Guarantor assumes
all responsibility for being and keeping itself informed of each Company’s and each other Guarantor’s financial condition
and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope
and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the
other Lenders will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances
or risks.


 


		Section 2.07.	Limitation
on Obligations Guaranteed.



 


 (a)           Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article II hereof shall be limited to the maximum amount that can be guaranteed by such Guarantor without rendering such Guarantor’s obligations under Article II hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act (“UFCA”), Uniform Fraudulent Transfer Act (“UFTA”) or any similar foreign, federal or state law, in each case after giving full effect to the liability under such guarantee set forth in Article II hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under Article II hereof will be deemed to be enforceable and payable after the guaranty under Article II hereof. If any payment shall be required to be made to the Administrative Agent or any Lender under this Guaranty, each Guarantor hereby unconditionally and irrevocably agrees it will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and the Company so as to maximize the aggregate amount paid to the Administrative Agent for the benefit of the Lenders under or in connection with the Loan Documents. To the fullest extent permitted by applicable law, this Section 2.07 shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.




 


 (b)           Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 2.02(a) without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.




 






    4


     


    

 


ARTICLE III


 


Indemnity,
Subrogation and Subordination


 


		Section 3.01.	Indemnity,
Subrogation and Subordination.



 


Upon payment by any
Guarantor of any Guaranteed Obligations, all rights of such Guarantor against the Company or any other Guarantor arising as a result
thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate
and junior in right of payment to the prior payment in full of the Obligations until the Date of Full Satisfaction. If any amount
shall erroneously be paid to the Company or any other Guarantor on account of (i) such subrogation, contribution, reimbursement,
indemnity or similar right or (ii) any such indebtedness of the Company or any other Guarantor, such amount shall be held
in trust for the benefit of the Administrative Agent for the benefit of the Lenders and shall promptly be paid to the Administrative
Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms
of the Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Guarantor shall, under this Guaranty
or the Agreement as a joint and several obligor, repay any of the Guaranteed Obligations constituting Advances made to another
Loan Party under the Agreement (an “Accommodation Payment”), then the Guarantor making such Accommodation Payment
shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Guarantors in an amount equal
to a fraction of such Accommodation Payment, the numerator of which fraction is such other Guarantor’s Allocable Amount (as
defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Guarantors; provided that
such rights of contribution, subrogation, reimbursement and indemnification shall be subordinated to the prior payment of the Obligations
until the Date of Full Satisfaction. As of any date of determination, the “Allocable Amount” of each Guarantor
shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Guarantor hereunder
and under the Agreement without (a) rendering such Guarantor “insolvent” within the meaning of Section 101
(31) of the Bankruptcy Code of the United States, Section 2 of the UFTA or Section 2 of the UFCA, (b) leaving such
Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code of the United
States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Guarantor unable to pay its debts as
they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA,
or Section 5 of the UFCA. No failure on the part of the Company or any Guarantor to make the payments required by this Section 3.01
(or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of
any Guarantor with respect to its obligations under this Guaranty, and each Guarantor shall remain liable for the full amount of
the obligations of such Guarantor hereunder.


 


ARTICLE IV


 


Miscellaneous


 


		Section 4.01.	Notices.



 


All communications
and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 11.2
of the Agreement. All communications and notice hereunder to a Guarantor shall be given in care of the Company.


 


		Section 4.02.	Waivers;
Amendment.



 


 (a)           No failure by the Administrative Agent or any Lender to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan




 






    5


     


    

 


  Document shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 4.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.






 


 (b)           Neither this Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 11.1 of the Agreement.




 


		Section 4.03.	Administrative
                                         Agent’s Fees and Expenses; Indemnification.



 


 (a)           Each Guarantor, jointly with the other Guarantors and severally, agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket fees and expenses incurred hereunder in accordance with Sections 11.3 of the Agreement; provided that each reference therein to the “Company” shall be deemed to be a reference to “each Guarantor.”




 


 (b)           Each Guarantor shall indemnify the Indemnified Parties as set forth in Section 11.4 of the Agreement.




 


		Section 4.04.	Successors
and Assigns.



 


Whenever in this Guaranty
any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such
party; and all covenants, promises and agreements by or on behalf of any Guarantor, the Administrative Agent or any Lender that
are contained in this Guaranty shall bind and inure to the benefit of their respective successors and permitted assigns. Except
as provided in Section 11.10 of the Agreement, no party hereto may assign any of its rights or obligations hereunder.


 


		Section 4.05.	Representations
and Warranties.



 


All representations
and warranties made hereunder shall survive the execution and delivery hereof. Such representations and warranties have been or
will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent
or any Lender or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge
of any Default at the time of any Borrowing, and shall continue in full force and effect until this Guaranty is terminated as provided
in Section 4.10 hereof, or with respect to any individual Guarantor until such Guarantor is otherwise released from
its obligations under this Guaranty in accordance with the terms hereof.


 


		Section 4.06.	Counterparts;
Effectiveness; Several Agreement.



 


This Guaranty may be
executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This Guaranty shall become effective when it shall have
been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each
Guarantor and the Administrative Agent, the Lenders and their respective successors and permitted


 






    6


     


    

 


assigns, subject to Section 4.04.
Delivery of an executed counterpart of a signature page of this Guaranty by email or other electronic (including in “.pdf”
or “.tif” format) means shall be effective as delivery of a manually executed counterpart of this Guaranty. The words
 “execute,” “execution,” “signed,” “signature,” and words of like import in or related
to any document to be signed in connection with this Guaranty and the transactions contemplated hereby shall be deemed to include
electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by
the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the
extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation
to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant
to procedures approved by it. This Guaranty shall be construed as a separate agreement with respect to each Guarantor and may be
amended, restated, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor
and without affecting the obligations of any other Guarantor hereunder.


 


		Section 4.07.	Severability.



 


If any provision of
this Guaranty is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Guaranty shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations
to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


		Section 4.08.	Governing
Law; Jurisdiction; Consent to Service of Process.



 


 (a)           Governing Law. This Guaranty shall be construed in accordance with and governed by the law of the State of New York.




 


 (b)           Jurisdiction. Each Guarantor and the Administrative Agent hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any federal or state court located in the borough of Manhattan in the City of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of such parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of such parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.




 


(c)
           Venue. Each Guarantor and each other party to this Guaranty
hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty
or any other Loan Document in any court referred to in clause (b) of this Section 4.08. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.




 


(d)
           Service of Process. Each Guarantor and each other party to
this Guaranty irrevocably consents to service of process in the manner provided for notices in Section 11.13 of the
Agreement.




 






    7


     


    

 


  Nothing in this Guaranty or any other Loan Document will affect the right of any party to this Guaranty to serve process in any other manner permitted by law.




 


 (e)             WAIVER OF JURY TRIAL. EACH GUARANTOR AND EACH OTHER PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR, ANY OTHER Loan Document OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR AND EACH OTHER PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE Loan Documents BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.08(E).




 


		Section 4.09.	Obligations
Absolute.



 


To the fullest extent
permitted by applicable Law, all rights of the Administrative Agent and the Lenders hereunder and all obligations of each Guarantor
hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Agreement,
any other Loan Document, any agreement with respect to any of the Guaranteed Obligations or any other agreement or instrument relating
to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of
the Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from the Agreement, any other Loan
Document, or any other agreement or instrument, (c) any release or amendment or waiver of or consent under or departure from
any guarantee guaranteeing all or any of the Guaranteed Obligations or (d) subject only to termination or release of a Guarantor’s
obligations hereunder in accordance with the terms of Section 4.10, but without prejudice to reinstatement rights under
Section 2.04, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any
Guarantor in respect of the Guaranteed Obligations or this Guaranty.


 


		Section 4.10.	Termination
or Release.



 


 (a)           This Guaranty and the Guarantees made herein shall automatically terminate with respect to all Guaranteed Obligations upon the earlier of (i) the Date of Full Satisfaction and (ii) the occurrence of a [Priority Release Event][Designated Release Event].




 


 (b)           In connection with any termination or release pursuant to clauses (a) above, the Administrative Agent shall promptly execute and deliver to any Guarantor, at such Guarantor’s expense, all documents or other instruments that such Guarantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Guarantor to effect such release, including return of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 4.10 shall be without recourse to or warranty by the Administrative Agent.




 


 (c)          The Administrative Agent shall have no liability whatsoever to any Lender as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.10.




 






    8


     


    

 


		Section 4.11.	Additional
Guarantors.





 


The Company may, in
its sole discretion, cause any Subsidiary to become a Guarantor to Guarantee the Obligations by causing such Subsidiary to execute
a Guaranty Supplement in substantially the form of Exhibit I. Upon execution and delivery by the Administrative Agent
and a Subsidiary of a Guaranty Supplement, such Subsidiary shall become a Guarantor hereunder with the same force and effect as
if originally named as a Guarantor herein. The execution and delivery of any such instrument shall not require the consent of any
other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding
the addition of any new Guarantor as a party to this Guaranty.


 


		Section 4.12.	Recourse; Limited
Obligations.



 


This Guaranty is made
with full recourse to each Guarantor and pursuant to and upon all the warranties, representations, covenants and agreements on
the part of such Guarantor contained herein, in the Agreement and the other Loan Documents and otherwise in writing in connection
herewith or therewith. It is the desire and intent of each Guarantor, the Administrative Agent, and each Lender that this Guaranty
shall be enforced against each Guarantor to the fullest extent permissible under applicable Law applied in each jurisdiction in
which enforcement is sought.


 


[The
Remainder of This Page Is Intentionally Left Blank]


 






    9


     


    

 



 


IN WITNESS WHEREOF,
the parties hereto have caused this Guaranty to be duly executed by their respective authorized officers as of the day and year
first above written.


 


 


	 	[GUARANTORS]    
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  





 


[Signature
Page to Guaranty]


 






     


     


    

 


	 	ADMINISTRATIVE AGENT:
	 	[•],
 as Administrative Agent
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


[Signature
Page to Guaranty]


 






     


     


    

 


SCHEDULE I TO GUARANTY


 


GUARANTORS


 


	Entity
    Name	Jurisdiction
    of Organization	Type
    of Entity
	2.      [•]	[•]	[•]



 






    	 	[Schedule I]	



     


    

 


EXHIBIT I TO GUARANTY


 


FORM OF GUARANTY SUPPLEMENT


 


SUPPLEMENT, dated
as of [ ], 20[ ] (this “Supplement”) to that certain Guaranty, dated as of [•], among the
Guarantors party thereto from time to time and [•], as administrative agent (in such capacity, the “Administrative
Agent”) (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Guaranty”).


 


A.           Reference
is made to that certain [•]14,
dated as of [•]15 (as amended,
restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Agreement”),
among Royal Caribbean Cruises Ltd., a Liberian corporation (the “Company”), [•]16.


 


B.           Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement or the Guaranty,
as applicable.


 


C.           Section 4.11
of the Guaranty provides that additional Subsidiaries of the Company may become Guarantors under the Guaranty by execution
and delivery of an instrument in the form of this Supplement. [The] [Each] undersigned Subsidiary ([the] [each, a] “New
Subsidiary”) is executing this Supplement as directed by the Company in its sole discretion, to become a Guarantor under
the Guaranty.


 


Accordingly,
[the] [each] New Subsidiary agrees as follows:


 


Section 1.              In
accordance with Section 4.11 of the Guaranty, [the] [each] New Subsidiary by its signature below becomes a Guarantor
under the Guaranty with the same force and effect as if originally named therein as a Guarantor and [the] [each] New Subsidiary
hereby (a) agrees to all of the terms and provisions of the Guaranty applicable to it as a Guarantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material
respects on and as of the date hereof; provided that, to the extent that such representations and warranties specifically
refer to an earlier date, they shall be true and correct in all material respects as of such earlier date. Each reference to a
 “Guarantor” in the Guaranty shall be deemed to include [the] [each] New Subsidiary as if originally named therein
as a Guarantor. The Guaranty is hereby incorporated herein by reference.


 


Section 2.             [The]
[Each]New Subsidiary represents and warrants to the Administrative Agent and each Lender that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with
its terms, except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital
impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other similar laws or other laws
affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law and other matters which are set out as qualifications or reservations as to matters of law of general
application in any legal opinion delivered to


 





 






14
Insert underlying agreement giving rise to obligations subject to this Guaranty.


 


15
Insert date of underlying agreement.


 


16
Insert other parties to underlying agreement.


 






    	 	EXHIBIT I-1	 



     


    

 


the Administrative Agent in connection
with this Supplement and any other Loan Documents in connection herewith.


 


Section 3.              This
Supplement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when
it shall have been executed by [the] [each] New Subsidiary and thereafter shall be binding upon and inure to the benefit of each
Guarantor, the Administrative Agent, the Lenders and their respective successors and permitted assigns, subject to Section 4.04
of the Guaranty. Delivery of an executed counterpart of a signature page of this Supplement by email or other electronic
(including in “.pdf” or “.tif” format) means shall be effective as delivery of a manually executed counterpart
of this Supplement. The words “execute,” “execution,” “signed,” “signature,” and
words of like import in or related to any document to be signed in connection with this Supplement and the transactions contemplated
hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on
electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be
of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary
the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly
agreed to by the Administrative Agent pursuant to procedures approved by it.


 


Section 4.              Except
as expressly supplemented hereby, the Guaranty shall remain in full force and effect, subject to the termination of the Guaranty
pursuant to Section 4.10 thereof.


 


Section 5.


 


(a)           THIS
SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)           The
other terms of Section 4.08 of the Guaranty with respect to submission to jurisdiction, venue, waiver of jury trial
and consent to service of process are incorporated herein by reference, mutatis mutandis, and the parties hereto agree
to such terms.


 


Section 6.              If
any provision of this Supplement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Supplement shall not be affected or impaired thereby and (b) the parties shall endeavor
in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision
in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section 7.              All
communications and notices hereunder shall be in writing and given as provided in Section 4.01 of the Guaranty.


 


Section 8.              The
New Subsidiary agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in connection
with this Supplement as provided in Section 4.03(a) of the Guaranty.


 


[The
Remainder of This Page Is Intentionally Left Blank]


 






    	 	EXHIBIT I-2	 



     


    

 


IN WITNESS WHEREOF,
[each] [the] New Subsidiary has duly executed this Supplement to the Guaranty as of the day and year first above written.


 


	 	 	[NAME OF NEW SUBSIDIARY]
	 	 	 
	 	 	 
	 	 	By:	     
	 	 	 	Name:
	 	 	 	Title:






	 	 	 
	 	 	 
	ACKNOWLEDGED AND ACCEPTED BY:	 	 
	 	 	 
	 	 	 
	[•],	 	 
	as Administrative Agent	 	 
	 	 	 
	 	 	 
	By:	      	 	 
	 	Name:	 	 
	 	Title:	 	 






 



    	 	EXHIBIT I-3