Exhibit





EXHIBIT 10.3



EXECUTION COPY
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of May 24, 2019, 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 successor to Nordea Bank AB (publ), 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 a Credit Agreement, as amended and restated as of August 23, 2013, as further amended as of July 10, 2015 and as further amended and restated as of October 12, 2017 (such Credit Agreement as in effect immediately prior to giving effect to this Amendment, the “Credit Agreement”); and
(2)    The Borrower, the Lender Parties and the Administrative Agent have agreed to amend the Credit Agreement as hereinafter set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1.  Amendments to the Credit Agreement.  The Borrower, the Administrative Agent and the Lender Parties agree that the Credit Agreement is, subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows.
		
	(a)
	The definitions of “Applicable Margin” and Applicable Percentage” in Section 1.1 are restated in full to read as follows:


“Applicable Margin” means as of any date, a percentage per annum determined by reference to the Senior Debt Rating in effect on such date as set forth below:
	
			
	Senior Debt Rating
S&P/Moody’s
	Applicable Margin for Base Rate Advances
	Applicable Margin for LIBO Rate Advances and Swing Line Advances

	Level 1
A- or A3 (or higher)
	0.000%
	0.795%

	Level 2
BBB+ or Baa1
	0.000%
	0.900%

	Level 3
BBB or Baa2
	0.000%
	1.000%

	Level 4
BBB- or Baa3
	0.100%
	1.100%

	Level 5
BB+ or Ba1 (or lower)
	0.300%
	1.300%




“Applicable Percentage” means, as of any date a percentage per annum determined by reference to the Senior Debt Rating in effect on such date as set forth below:


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	Senior Debt Rating
S&P/Moody’s
	Applicable
Percentage

	Level 1
A- or A3 (or higher)
	

0.080%

	Level 2
BBB+ or Baa1
	

0.100%

	Level 3
BBB or Baa2
	

0.125%

	Level 4
BBB- or Baa3
	

0.150%

	Level 5
BB+ or Ba1 (or lower)
	

0.200%




		
	(b)
	Clause (c)(i) of the definition of “Base Rate” in Section 1.1 is restated in full to read as follows:


(i) the rate per annum appearing on Reuters LIBOR01 Page (or any successor page) as the London interbank offered rate for deposits in Dollars (“LIBOR”), at approximately 11:00 A.M. (London time) on such date or
		
	(c)
	Section 1.1 is amended by including the following terms in appropriate alphabetical order:


“LIBOR” has the meaning specified in the definition of Base Rate.
“LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent reasonably designates to determine LIBOR (or such other commercially available source providing such quotations as may be reasonably designated by the Administrative Agent from time to time).
“LIBOR Successor Rate” has the meaning specified in Section 2.8(c).
“LIBOR Successor Rate Conforming Changes” has the meaning specified in Section 2.8(c).
“Scheduled Unavailability Date” has the meaning specified in Section 2.8(c).
		
	(d)
	Section 1.4 is amended by restating the last sentence thereof in full to read as follows:


Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP as in effect on December 31, 2018 (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for purposes of this Agreement regardless of any change in GAAP following December 31, 2018 that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capitalized leases; provided that, for clarification purposes, operating leases recorded as liabilities on the balance sheet due to a change in accounting treatment, or otherwise, shall for all purposes not be treated as Indebtedness, Capital Lease Obligations or Capitalized Lease Liabilities.


NYDOCS02/1131965        Royal Caribbean – Enabling Amendment


    



		
	(e)
	Section 2.8 is amended by including the following clause (c), which shall read as follows:


(c)    Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:
(i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or 
(ii) the administrator of the LIBOR Screen Rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or
(iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.8(c), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,
then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 P.M. (New York City time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, (x) the obligation of the Lenders to make or maintain LIBO Rate Advances shall be suspended, (to the extent of the affected LIBO Rate Advances or Interest Periods), and (y) clause (c) of the definition of “Base Rate” in Section 1.1 shall no longer be utilized in determining the Base Rate.  Upon receipt of such notice, 


NYDOCS02/1131965        Royal Caribbean – Enabling Amendment


    



the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Advances (to the extent of the affected LIBO Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances (subject to the foregoing clause (y)) in the amount specified therein. 
Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.
For purposes hereof, “LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent in consultation with the Borrower, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement).
		
	(f)
	Section 6.2.2 is amended by including the following clause (e), which shall read as follows:


(e)    Indebtedness of Silversea Cruise Holding Ltd. and its subsidiaries (“Silversea”) outstanding on May 24, 2019 and identified in Item 6.2.2 of the Disclosure Schedule.
		
	(g)
	Section 6.2.3 is amended by including the following clause (t), which shall read as follows:


(t)    Liens on any property of Silversea in existence as of May 24, 2019 and identified in Item 6.2.3 of the Disclosure Schedule.
		
	(h)
	The Disclosure Schedule is restated in full in the form attached to this Amendment as Exhibit A.


SECTION 2.  Conditions of Amendment Effectiveness.  This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and all Lender Parties or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment.  This Amendment is subject to the provisions of Section 11.1 of the Credit Agreement.
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:




NYDOCS02/1131965        Royal Caribbean – Enabling Amendment


    



(a)    The representations and warranties contained in Article V of the Credit 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 and no Prepayment Event and no 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 Credit Agreement and the Notes.  (a)  On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.
(b)The Credit 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.  
(c)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 Credit Agreement, nor constitute a waiver of any provision thereof.
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 Section 11.3 of the Credit 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.
SECTION 7.  Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 8.  Defined Terms.  Capitalized terms not otherwise defined in the Amendment shall have the same meanings as specified in the Credit Agreement.


[Remainder of page intentionally left blank.]


NYDOCS02/1131965        Royal Caribbean – Enabling Amendment





EXHIBIT 10.3



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, Treasurer
Accepted and Agreed as of the date first above written:
NORDEA BANK ABP, NEW YORK BRANCH 
as Administrative Agent and Lender
By /s/ Martin Lunder 
Name: Martin Lunder 
Title: Managing Director
By /s/ Lynn Sauro 
Name: Lynn Sauro 
Title: Director
CITIBANK, N.A.
By /s/ Alvaro De Velasco 
Name: Alvaro De Velasco 
Title: Vice President of Citibank, N.A.
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
By /s/ Veronica Incera 
Name: Veronica Incera 
Title: Head of Global Client Coverage NY - CIB
By /s/ Miriam Trautmann 
Name: Miriam Trautmann 
Title: Senior Vice President






    



DNB CAPITAL LLC
By /s/ Sybille Andaur 
Name: Sybille Andaur 
Title: First Vice President
By /s/ Cathleen Buckley 
Name: Cathleen Buckley 
Title: Senior Vice President
FIFTH THIRD BANK
By /s/ Richard Arendale 
Name: Richard Arendale 
Title: Managing Director 
HSBC BANK USA, NATIONAL ASSOCIATION
By /s/ Rafael De Paoli 
Name: Rafael De Paoli 
Title: Managing Director
BANK OF AMERICA, N.A.
By /s/ Brian D. Corum 
Name: Brian D. Corum 
Title: Managing Director
MIZUHO BANK, LTD. 
By /s/ Tracy Rahn 
Name: Tracy Rahn 
Title: Authorized Signatory 
SUNTRUST BANK 
By /s/ Jonathan Hart 
Name: Jonathan Hart 
Title: Vice President 


    


    



THE BANK OF NOVA SCOTIA
By /s/ Michelle C. Phillips 
Name: Michelle C. Phillips 
Title: Managing Director 
BNP PARIBAS 
By /s/ Richard Pace 
Name: Richard Pace 
Title: Managing Director 
By /s/ Melissa Dyki  
Name: Melissa Dyki 
Title: Director 
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




JPMORGAN CHASE BANK, N.A. 
By /s/ Nadeige Dang 
Name: Nadeige Dang 
Title: Executive Director 
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) 
By /s/ Peder Garmefelt 
Name: Peder Garmefelt 
Title: Head of Shipping Finance, London
By /s/ Malcolm Stonehouse 
Name: Malcolm Stonehouse 
Title: Client Executive
SUMITOMO MITSUI BANKING CORPORATION 
By /s/ Michael Maguire 
Name: Michael Maguire 
Title: Executive Director 


    


    



MUFG BANK. LTD. (formerly known as The Bank Of Tokyo-Mitsubishi UFJ, Ltd.) 
By /s/ Brett A. Parker 
Name: Brett A. Parker 
Title: Vice President
SOCIÉTÉ GÉNÉRALE 
By /s/ Shelley Yu 
Name: Shelley Yu 
Title: Director 
BANCO SANTANDER, S.A. 
By /s/ Lucas Videla 
Name: Lucas Videla 
Title: Executive Director
By /s/ Pablo Tarrio 
Name: Pablo Tarrio 
Title: Attorney
U.S. BANK NATIONAL ASSOCIATION 
By /s/ Rodney J. Winters 
Name: Rodney J. Winters 
Title: Vice President 
WELLS FARGO BANK, NATIONAL ASSOCIATION 
By /s/ Denis Waltrich 
Name: Denis Waltrich 
Title: Director 
GOLDMAN SACHS BANK USA 
By /s/ Jamie Minieri 
Name: Jamie Minieri  
Title: Authorized Signatory 


    


    



LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, NEW YORK BRANCH 
	
		
	By /s/ Christian Jagenberg
Name: Christian Jagenberg
Title: Executive Vice President
	By /s/ Gerhard A. Winklmeier
Name: Gerhard A. Winklmeier
Title: Senior Vice President




MORGAN STANLEY BANK, N.A. 
By /s/ Emanuel Ma 
Name: Emanuel Ma 
Title: Authorized Signatory 
PNC BANK, NATIONAL ASSOCIATION 
By /s/ Ryan Garr 
Name: Ryan Garr 
Title: Vice President 
 


    





EXHIBIT 10.3



Exhibit A
Disclosure Schedule 
[see attached]


1187142.01B-NYCSR04A - MSW


    



DISCLOSURE SCHEDULE
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

	Zenith
	RCL Zenith 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
	Islas Galapagos Turismo y Vapores CA
	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






    
1187142.01B-NYCSR04A - MSW


    



	
			
	Vessel
	Owner
	Flag

	Oasis of the Seas
	Oasis of the Seas Inc.
	Bahamas

	Celebrity Eclipse
	Celebrity Eclipse Inc.
	Malta

	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












Item 5.10:  Existing Principal Subsidiaries


	
		
	Name of the Subsidiary
	Jurisdiction of Organization

	Jewel of the Seas Inc.
	Liberia

	Majesty of the Seas Inc.
	Liberia

	Grandeur of the Seas Inc.
	Liberia

	Enchantment of the Seas Inc.
	Liberia

	Rhapsody of the Seas Inc.
	Liberia

	Vision of the Seas Inc.
	Liberia






    
1187142.01B-NYCSR04A - MSW


    



	
		
	Name of the Subsidiary
	Jurisdiction of Organization

	Voyager of the Seas Inc.
	Liberia

	Explorer of the Seas Inc.
	Liberia

	Radiance of the Seas Inc.
	Liberia

	Adventure of the Seas Inc.
	Liberia

	Navigator of the Seas Inc.
	Liberia

	Serenade of the Seas Inc.
	Liberia

	Mariner of the Seas Inc.
	Liberia

	Millennium Inc.
	Liberia

	Infinity Inc.
	Liberia

	Summit Inc.
	Liberia

	Constellation Inc.
	Liberia

	Islas Galápagos Turismo y Vapores C.A.
	Ecuador

	Freedom of the Seas Inc.
	Liberia

	Azamara Journey Inc.
	Liberia

	Azamara Quest Inc.
	Liberia

	RCL Zenith LLC
	Liberia

	Nordic Empress Shipping Inc.
	Liberia

	Liberty of the Seas Inc.
	Liberia

	Independence of the Seas Inc.
	Liberia

	Celebrity Solstice Inc.
	Liberia

	Oasis of the Seas Inc.
	Liberia

	Celebrity Eclipse Inc.
	Liberia

	Celebrity Equinox Inc.
	Liberia

	RCL Horizon LLC
	Liberia

	RCL Sovereign LLC
	Liberia

	Allure of the Seas Inc.
	Liberia

	Celebrity Silhouette Inc.
	Liberia

	Celebrity Reflection Inc.
	Liberia

	RCL Monarch LLC
	Liberia

	Quantum of the Seas Inc.
	Liberia

	Brilliance of the Seas Shipping Inc.
	Liberia

	Anthem of the Seas Inc.
	Liberia

	Oceanadventures S.A.
	Ecuador






    
1187142.01B-NYCSR04A - MSW


    



	
		
	Name of the Subsidiary
	Jurisdiction of Organization

	Ovation of the Seas Inc.
	Liberia

	Harmony of the Seas Inc.
	Liberia

	Symphony of the Seas Inc.
	Liberia

	Celebrity Edge Inc.
	Liberia

	Azamara Pursuit Inc.
	Liberia

	Silver Cloud Shipping Co. Ltd.
	Bahamas

	Silver Wind Shipping Ltd.
	Bahamas

	Silver Shadow Shipping Co. Ltd.
	Bahamas

	Silver Spirit Shipping Co. Ltd.
	Bahamas

	Silver Muse Shipping Co. Ltd.
	Bahamas

	Conodros CL
	Ecuador






Item 6.2.2:  Existing Indebtedness of Silversea


(a)    The obligations of the Borrower or its Subsidiaries in connection with those certain Bareboat Charterparties with respect to (i) the vessel SILVER EXPLORER dated July 22, 2011 between Silversea Cruises Ltd. and Hammonia Adventure and Cruise Shipping Company Ltd. and (ii) the vessel SILVER WHISPER dated March 15, 2012 between Whisper S.p.A. and various lessors, and the replacement, extension, renewal or amendment of each of the foregoing without increase in the amount or change in any direct or contingent obligor of such obligations, (the “Existing Silversea Leases”);
(b)    Indebtedness arising pursuant to that certain Bareboat Charterparty dated May 17, 2018 by and between Hai Xing 1702 Limited and Silversea New Build Eight Ltd., as such agreement may be amended from time to time; and
(c)    Indebtedness secured by Liens of the type described in Item 6.2.3 of the Disclosure Schedule.
Item 6.2.3:  Existing Liens of Silversea 


(a)    Liens securing the $620 million in principal amount of 7.25% senior secured notes due 2025 issued by Silversea Cruise Finance Ltd. pursuant that that Indenture dated as of January 30, 2017;
(b)    Liens on the vessels SILVER WHISPER and SILVER EXPLORER existing as of the Effective Date and securing the Existing Silversea Leases (and any Lien on such vessels securing any refinancing of the Existing Silversea Leases, so long as such Vessel was subject to a Lien securing the Indebtedness being refinanced immediately prior to such refinancing);
(c)    Liens on the Vessel with Hull 6280 currently being built at Fincantieri S.p.A. and arising pursuant to that certain Bareboat Charterparty dated May 17, 2018 by and between Hai Xing 1702 Limited and Silversea New Build Eight Ltd., as such agreement may be amended from time to time (and any Lien on such vessel securing any refinancing of such bareboat charterparty); and


    
1187142.01B-NYCSR04A - MSW


    



(d)    Liens securing Indebtedness of the type described in Item 6.2.2 of the Disclosure Schedule.






    
1187142.01B-NYCSR04A - MSW