Exhibit
10.2


 


Third
Amendment Agreement to a Credit Agreement dated as of 13 November 2015 (as amended and restated from time to time)

 “SPECTRUM OF THE SEAS” – ex hull no S-700


 


Dated
8 April 2020





 


	(1)	Royal Caribbean
    Cruises Ltd.
 (as the Borrower)




 


	(2)	The Lenders
    party to the Credit Agreement
 (as the Lenders)




 


	(3)	KfW IPEX-Bank
    GmbH
 (as Hermes Agent and Facility Agent)




 


	(4)	KfW IPEX-Bank
    GmbH
 (as Initial Mandated Lead Arranger)




 


	(5)	The Mandated
    Lead Arrangers party to the Credit Agreement

    (as Mandated Lead Arrangers)





 






     


     


    

 





Contents


 


Page


 


	1	Interpretation	2
	 	 	 
	2	Conditions	2
	 	 	 
	3	Deferred
                                         Tranche	2
	 	 	 
	4	Representations	3
	 	 	 
	5	Amendments
                                         to Credit Agreement	3
	 	 	 
	6	Fees,
                                         Costs and Expenses	14
	 	 	 
	7	Notices,
                                         Counterparts, Third Party Rights, Governing Law, Jurisdiction and Process Agent	15
	 	 	 
	Schedule
    1	The
    Finance Parties	16
	 	 	 
	Schedule
    2	Effective
    Date Confirmation	17
	 	 	 
	Schedule
    3	Conditions
    Precedent	18
	 	 	 
	Schedule
    4	Repayment
    Schedule	20
	 	 	 
	Schedule
    5	Form
    of Information Package	22



 






     


     


    

 






Amendment
Agreement


 


Dated
8 April 2020





 


Between:


 


	(1)	Royal
                                         Caribbean Cruises Ltd., a corporation incorporated according to the law of the Republic
                                         of Liberia with registered office at 80 Broad Street, Monrovia, Republic of Liberia (the
                                         "Borrower"); and



 


	(2)	the
                                         financial institutions identified as Lenders in Schedule 1 (together the "Lenders"
                                         and each a "Lender"); and



 


	(3)	KfW
                                         IPEX-Bank GmbH, acting as Hermes agent through its office at the address indicated
                                         against its name in Schedule 1 (in that capacity the "Hermes Agent");
                                         and



 


	(4)	KfW
                                         IPEX-Bank GmbH, acting as facility agent through its office at the address indicated
                                         against its name in Schedule 1 (in that capacity the "Facility Agent");
                                         and



 


	(5)	KfW
                                         IPEX-Bank GmbH, acting as initial mandated lead arranger (in that capacity the "Initial
                                         Mandated Lead Arranger"); and



 


	(6)	the
                                         financial institutions identified as Mandated Lead Arrangers in Schedule 1 (together
                                         the "Mandated Lead Arrangers" and each a "Mandated Lead Arranger"),



 


amending
a credit agreement dated as of 13 November 2015 as amended and restated on 7 September 2016 and as further amended and restated
on 3 July 2018 (the "Credit Agreement") made between the Borrower, the Lenders, the Hermes Agent, the Facility
Agent, the Initial Mandated Lead Arranger and the Mandated Lead Arrangers on the terms and subject to the conditions of which
each of the Lenders agreed to advance (and have advanced) to the Borrower its respective Commitment of an aggregate amount not
exceeding the Maximum Loan Amount (the "Advanced Loan").


 


Whereas:


 


	(A)	The
                                         "Cruise Debt Holiday Principles" dated 26 March 2020 (the "Principles")
                                         which have been coordinated with Hermes set out certain key principles and parameters
                                         relating to, amongst other things, the temporary suspension of principal repayments in
                                         connection with certain qualifying loan agreements of which the Credit Agreement is one.



 


	(B)	The
                                         Borrower has, by a consent request letter dated 31 March 2020 relating to the Principles,
                                         requested that the Facility Agent on behalf of the Finance Parties amend the Credit Agreement
                                         as detailed in this Amendment Agreement.



 


	(C)	The
                                         Lenders have agreed to make available to the Borrower a US dollar loan facility up to
                                         the amount of the Deferred Tranche Maximum Loan Amount (as defined in Clause 5.1.1) for
                                         the purpose of paying the repayment instalments payable on the Repayment Dates falling
                                         during the Advanced Loan Deferral Period (as defined in Clause 3) upon the terms and
                                         conditions contained in this Amendment Agreement.



 


For
good and valuable consideration, the mutual sufficiency of which the parties hereby agree, it is agreed that:


 






     


     


    

 





	1	Interpretation



 


	1.1	In
                                         this Amendment Agreement:



 


"Deferred
Tranche Effective Date" means the date on which the Facility Agent confirms to the Borrower in writing substantially
in the form set out in Schedule 2 that all of the conditions referred to in Clause 2.1 have been satisfied, which confirmation
the Facility Agent shall be under no obligation to give if a Default or a Prepayment Event shall have occurred for which relief
is not provided pursuant to the Principles and this Amendment Agreement.


 


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


 


	1.2	All
                                         words and expressions defined in the Credit Agreement shall have the same meaning when
                                         used in this Amendment Agreement unless the context otherwise requires, and sections
                                         1.2 (Use of Defined Terms) and 1.3 (Cross-References) of the Credit Agreement
                                         shall apply to the interpretation of this Amendment Agreement as if they are set out
                                         in full.



 


	1.3	The
                                         parties acknowledge and agree that they may execute this Amendment Agreement and any
                                         variation or amendment to the same, by electronic instrument. The parties agree that
                                         the electronic signatures appearing on the document shall have the same effect as handwritten
                                         signatures and the use of an electronic signature on this Amendment Agreement shall have
                                         the same validity and legal effect as the use of a signature affixed by hand and is made
                                         with the intention of authenticating this Amendment Agreement, and evidencing the parties’
                                         intention to be bound by the terms and conditions contained herein. For the purposes
                                         of using an electronic signature, the parties authorise each other to the lawful processing
                                         of personal data of the signers for contract performance and their legitimate interests
                                         including contract management.



 


	2	Conditions



 


	2.1	As
                                         conditions for the agreement of the Finance Parties to amend the Credit Agreement as
                                         detailed in this Amendment Agreement, the Borrower shall deliver or cause to be delivered
                                         to or to the order of the Facility Agent all of the documents and other evidence listed
                                         in Schedule 3.



 


	2.2	All
                                         documents and evidence delivered to the Facility Agent pursuant to Clause 2.1 shall:



 


		2.2.1	be
                                         in form and substance acceptable to the Facility Agent; and



 


		2.2.2	if
                                         required by the Facility Agent, be certified, notarised, legalised or attested in a manner
                                         acceptable to the Facility Agent.



 


	3	Deferred
                                         Tranche



 


	3.1	Pursuant
                                         to the Principles, the Lenders have agreed, for each instalment of principal of the Advanced
                                         Loan due to be repaid by the Borrower between and, in each case, including:



 


		3.1.1	the
                                         later of:



 


		(a)	1
                                         April 2020; and



 


		(b)	the
                                         Deferred Tranche Effective Date; and



 






     


     


    

 





		3.1.2	31
                                         March 2021



 


(the
 "Advanced Loan Deferral Period"), to make available to the Borrower a US dollar loan facility in the aggregate
amount of such repayment instalments falling due during the Advanced Loan Deferral Period (the "Deferred Tranche").
The Deferred Tranche shall be applied in payment of such repayment instalments. The Borrower may draw an amount under the Deferred
Tranche equal to the amount of the repayment instalment due on each scheduled Repayment Date for the Advanced Loan falling during
the Advanced Loan Deferral Period. Through this arrangement the principal amount of the Advanced Loan will not be increased but
in addition to the repayment terms of, and the interest rate already applicable to, the Advanced Loan, the Credit Agreement shall
be amended in accordance with the terms and conditions set out in Clause 5 to reflect the repayment profile and interest terms
applicable to the Deferred Tranche.


 


	3.2	Each
                                         drawing under the Deferred Tranche will occur automatically on each scheduled Repayment
                                         Date for the Advanced Loan occurring during the Advanced Loan Deferral Period and shall
                                         be a notional drawing only effected by means of a book entry to finance the repayment
                                         of the repayment instalment to which it relates.



 


	3.3	The
                                         Deferred Tranche will:



 


		3.3.1	accrue
                                         interest at the Floating Rate and shall be repayable in accordance with the repayment
                                         schedule set out in Schedule 4 to this Amendment Agreement; and



 


		3.3.2	be
                                         made available to the Borrower on the terms and conditions of the Credit Agreement as
                                         amended pursuant to Clause 5 of this Amendment Agreement.



 


	4	Representations



 


	4.1	Each
                                         of the representations contained in article VI of the Credit Agreement (excluding those
                                         in section 6.10) shall be deemed repeated by the Borrower (by reference to the facts
                                         and circumstances then existing) at the date of this Amendment Agreement and at the Deferred
                                         Tranche Effective Date, by reference to the facts and circumstances then pertaining,
                                         as if references to the Loan Documents include this Amendment Agreement.



 


	5	Amendments
                                         to Credit Agreement



 


	5.1	With
                                         effect from the Deferred Tranche Effective Date the Credit Agreement shall be read and
                                         construed as if:



 


		5.1.1	a
                                         further sentence is inserted at the end of Recital (B) as follows:



 


"The
Lenders have also (but without increasing the Maximum Loan Amount and the Commitment of each Lender) agreed to make available
to the Borrower, upon the terms and conditions contained herein, a US dollar loan facility in the amount equal to the aggregate
of the principal portion of the repayment instalments of the Loan payable on the Repayment Dates (as defined below) falling during
the Advanced Loan Deferral Period (as defined below) (the "Deferred Tranche Maximum Loan Amount");"


 






     


     


    

 





		5.1.2	a
                                         further sentence is inserted at the end of Recital (C) as follows:



 


"An
advance under the Deferred Tranche (as defined below) will be available for the purpose of paying the principal portion of the
repayment instalment due on each Repayment Date falling during the Advanced Loan Deferral Period. Each advance of the Deferred
Tranche will be automatic and notional only, effected by means of a book entry to finance the repayment instalment then due;";


 


		5.1.3	references
                                         to "this Agreement" are references to the Credit Agreement as amended and supplemented
                                         by this Amendment Agreement;



 


		5.1.4	unless
                                         the context otherwise requires or unless otherwise stated, references to the "Loan"
                                         include the Deferred Tranche;



 


		5.1.5	references
                                         to the "Commitment Termination Date" and "Disbursement Date" are
                                         to the date applicable to the relevant part of the Loan;



 


		5.1.6	the
                                         following terms are inserted in section 1.1 (Defined Terms) in the correct places
                                         alphabetically as follows:



 


""Advanced
Loan Deferral Period" means the period between and, in each case, including (a) the later of (i) April 1, 2020 and (ii)
the Deferred Tranche Effective Date, and (b) March 31, 2021."


 


""Amendment
Agreement Number Three" means the amendment agreement dated April , 2020 and made between the parties hereto pursuant
to which this Agreement was amended."


 


""Benchmark
Successor Rate" is defined in Section 11.18."


 


""Benchmark
Successor Rate Conforming Changes" means, with respect to any proposed Benchmark Successor Rate, any conforming changes
to the definition of Screen Rate, Interest Period, timing and frequency of determining rates, making payments of interest, yield
protection provisions relating to the cost element of any Floating Rate Loan (including but not limited to any break costs relating
to any early repayment or prepayment of any Floating Rate Loan), fallback (and market disruption) provisions for that Benchmark
Successor Rate and other administrative matters as may be appropriate, in the discretion of the Facility Agent in consultation
with the Borrower, to reflect the adoption of such Benchmark Successor Rate and to permit the administration thereof by the Facility
Agent in a manner substantially consistent with market practice (or, if the Facility 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 Benchmark Successor
Rate exists, in such other manner of administration as the Facility Agent determines is reasonably necessary in connection with
the administration of this Agreement)."


 


""Debt
Incurrence" means any incurrence of indebtedness for borrowed money by the Borrower, whether pursuant to a public offering
or a Rule 144A or other private placement of debt securities (including debt securities convertible into equity securities) or
an incurrence of loans under any loan or credit facility, or any issuance of bonds, other than (a) any indebtedness incurred by
the Borrower


 






     


     


    

 





between
April 1, 2020 and December 31, 2021 (or such later date as may, with the prior consent of Hermes, be agreed between the Borrower
and the Lenders) for the purpose of providing crisis and/or recovery-related funding, (b) indebtedness provided by banks or other
financial institutions under the Borrower's senior unsecured revolving credit facilities in an aggregate amount not greater than
the commitments thereunder as in effect on the Deferred Tranche Effective Date plus the amount of any existing uncommitted incremental
facilities (i.e. any unused accordion) on such facilities, (c) indebtedness owed by the Borrower or any of its Subsidiaries to
the Borrower or any of its Subsidiaries, (d) issuances of commercial paper incurred in the ordinary course of business of the
Borrower and its Subsidiaries, (e) Capitalised Lease Liabilities incurred in the ordinary course of business of the Borrower and
its Subsidiaries, (f) purchase money indebtedness incurred in the ordinary course of business of the Borrower and its Subsidiaries,
(g) indebtedness under overdraft facilities in the ordinary course of business, (h) obligations in connection with repurchase
agreements and/or securities lending arrangements and (i) vessel financings and amendments thereto (provided, however, that a
refinancing of a vessel financing shall not be included in the carve-out hereunder). There shall be a presumption that any indebtedness
incurred by the Borrower between April 1, 2020 and December 31, 2021 shall be for the purpose of providing crisis and/or
recovery-related funding unless the intended use of proceeds from such indebtedness are specifically identified to be used for
an alternative purpose. In the event there is any question as to whether funding qualifies as "crisis and/or recovery-related",
Hermes, the Facility Agent and the Borrower shall negotiate a resolution in good faith for a maximum period of fifteen (15) Business
Days."


 


"Deferral
Period" means the period from and including April 1, 2020 to and including March 31, 2021."


 


""Deferred
Tranche" means the aggregate of the advances made by the Lenders under this Agreement from time to time during the Advanced
Loan Deferral Period in an aggregate amount not to exceed the Deferred Tranche Maximum Loan Amount or as the case may be the aggregate
outstanding amount of such advances from time to time."


 


""Deferred
Tranche Effective Date" has the meaning ascribed to such term in Amendment Agreement Number Three."


 


""Deferred
Tranche Maximum Loan Amount" is defined in the preamble."


 


""Equity
Interests" means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents
(however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants,
options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through
convertible securities) but excluding any debt securities convertible into such Equity Interests."


 


""Equity
Issuance" means any issuance of Equity Interests by the Borrower, whether pursuant to a public offering or a Rule 144A
or other private placement, other than (i) issuances pursuant to employee and/or director stock plans in the ordinary course and
consistent with past practice , (ii) employee and/or director


 






     


     


    

 





compensation
plans in the ordinary course and consistent with past practice , and (iii) issuances between April 1, 2020 and December 31, 2021
(or such later date as may, with the prior consent of Hermes, be agreed between the Borrower and the Lenders) for the purpose
of providing crisis and recovery-related funding. There shall be a presumption that equity issued by the Borrower between April
1, 2020 and December 31, 2021 shall be for the purpose of providing crisis and recovery-related funding unless the intended use
of proceeds from such issuance is specifically identified to be used for an alternative purpose. In the event there is any question
as to whether funding qualifies as "crisis and/or recovery-related", Hermes, the Facility Agent and the Borrower shall
negotiate a resolution in good faith for a maximum period of fifteen (15) Business Days."


 


""Information
Package" means the general test scheme/information package in connection with the application for a debt holiday in the
form of Exhibit H hereto submitted or to be submitted (as the case may be) by the Borrower in order to obtain the benefit of the
measures provided for in the Principles for the purpose of this Agreement and certain of its obligations under this Agreement."


 


""Principles"
means the document titled "Cruise Debt Holiday Principles" and dated March 26, 2020 in the form of Exhibit G hereto
which sets out certain key principles and parameters relating to, amongst other things, the temporary suspension of repayments
of principal in connection with certain qualifying Loan Agreements (as defined therein) and being applicable to Hermes-covered
loan agreements such as this Agreement."


 


""Restricted
Payments" means any dividend or other distribution (whether in cash, securities or other property (other than Equity
Interests), with respect to any Equity Interests in the Borrower, or any payment (whether in cash, securities or other property
(other than Equity Interests)), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such Equity Interests in the Borrower."


 


""Scheduled
Unavailability Date" means, where the administrator of the Screen Rate or a governmental authority having jurisdiction
over the Facility Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be
made available, or used for determining the interest rate of loans, that specific date."


 


""Screen
Rate" means the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person
that takes over the administration of such rate) for Dollars for a period equal in length to six (6) months (or for such other
period as shall be agreed by the Borrower and the Facility Agent) which appears on pages LIBOR01 or LIBOR02 of the Thomson Reuters
screen (or any replacement Thomson Reuters page which displays that rate)."


 


""Screen
Rate Replacement Event" means:


 


		(a)	if
                                         the Facility Agent determines (which determination shall be conclusive absent manifest
                                         error), or the Borrower or Required Lenders notify the Facility Agent (with, in the case
                                         of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders
                                         (as applicable) have determined, that:



 






     


     


    

 





		(i)	adequate
                                         and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest
                                         Period, including, without limitation, because the Screen Rate is not available or published
                                         on a current basis and such circumstances are unlikely to be temporary; or



 


		(ii)	a
                                         Scheduled Unavailability Date has occurred; or



 


		(iii)	syndicated
                                         loans currently being executed, or that include language similar to that contained in
                                         this definition, are being executed or amended (as applicable) to incorporate or adopt
                                         a new benchmark interest rate to replace the LIBO Rate; or



 


		(b)	in
                                         the opinion of the Facility Agent and the Borrower, that Screen Rate is no longer appropriate
                                         for the purposes of calculating interest under this Agreement, including, but not limited
                                         to, as a result of (A) a substantial change in the economic characteristics or method
                                         of calculation of the Screen Rate, (B) any withdrawal of the administrator's right to
                                         publish the Screen Rate or (C) any prohibition for financial institutions to use the
                                         Screen Rate.";



 


		5.1.7	the
                                         following terms in section 1.1 (Defined Terms) are deleted in total and replaced
                                         with new terms as follows:



 


""Commitment
Termination Date" means January 6, 2020 in respect of the Loan other than the Deferred Tranche and March 31, 2021 in
respect of the Deferred Tranche."


 


""Disbursement
Date" means the date on which the Loan (other than the Deferred Tranche) is advanced; provided that if the Loan (excluding
the Deferred Tranche) is re-borrowed pursuant to Section 3.7, then, for all purposes of this Agreement concerning such re-borrowed
Loan, the Disbursement Date shall be the date of such re-borrowing. When such expression is prefaced by the word “expected”,
it shall denote the date on which the Borrower then reasonably expects the Loan to be disbursed based upon the then-scheduled
Delivery Date of the Vessel.”


 


""Final
Maturity" means (a) twelve (12) years after the Disbursement Date in the case of the Loan (other than the Deferred Tranche)
and (b) three (3) years and six (6) months from the first Repayment Date falling on or after April 1, 2021 in the case of the
Deferred Tranche."


 


""Fixed
Rate Loan" means the Loan (other than the Deferred Tranche) bearing interest at the Fixed Rate, or that portion of the
Loan (other than the Deferred Tranche) that continues to bear interest at the Fixed Rate after the termination of any CIRR Agreement
pursuant to Section 3.3.3."


 


""LIBO
Rate" means the Screen Rate at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the
relevant Interest Period; provided that:


 


		(a)	subject
                                         to Section 3.3.6, if the Screen Rate is not available at the relevant time, the LIBO
                                         Rate shall be the rate per annum certified by the Facility



 






     


     


    

 





Agent
to be the average of the rates quoted by the Reference Banks as the rate at which each of the Reference Banks was (or would have
been) offered deposits of Dollars by prime banks in the London interbank market in an amount approximately equal to the amount
of the Loan and for a period of six months;


 


		(b)	for
                                         the purposes of determining the post-maturity rate of interest under Section 3.3.4, the
                                         LIBO Rate shall be determined by reference to deposits on an overnight or call basis
                                         or for such other period or periods as the Facility Agent may determine after consultation
                                         with the Lenders, which period shall be no longer than one month unless the Borrower
                                         otherwise agrees; and



 


		(c)	for
                                         the purposes of determining the Floating Rate in respect of the Deferred Tranche, if
                                         the LIBO Rate determined in accordance with the foregoing provisions of this definition
                                         is less than zero, such rate shall be deemed to be zero for the purposes of this Agreement."



 


""Loan"
means the principal sum in Dollars, not exceeding the US Dollar Maximum Loan Amount (and including for this purpose the Deferred
Tranche Maximum Loan Amount), advanced or, as the case may be, to be advanced by the Lenders to the Borrower upon the conditions
of this Agreement or (as the context may require), the amount thereof for the time advanced and outstanding under this Agreement.”;


 


""Loan
Documents" means this Agreement, Amendment Number One, Amendment Number Two, Amendment Agreement Number Three, the Pledge
Agreement and the Fee Letters.";


 


		5.1.8	section
                                         2.2(a) (Commitments of the Lenders) is deleted in total and replaced as follows:



 


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


 






     


     


    

 





Lender
Assignment Agreement. In each case such amount may be reduced from time to time pursuant to Section 2.3 or reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to Section 11.11.1.


 


Each
Lender's Commitment shall terminate (a) in the case of the Loan (other than the Deferred Tranche), on the earlier of (i) the Commitment
Termination Date if the Purchased Vessel is not delivered to the Borrower prior to such date and (ii) the delivery to the Borrower
of the Purchased Vessel and (b) in the case of the Deferred Tranche, on the last Repayment Date falling during the Advanced Loan
Deferral Period.";


 


		5.1.9	a
                                         new paragraph shall be inserted at the end of section 2.3 (Voluntary Reduction of
                                         Commitments) as follows:



 


"This
Section 2.3 shall not apply in any respects to the Deferred Tranche or any arrangements related thereto.";


 


		5.1.10	section
                                         2.5(a) (Borrowing Procedure) is deleted in total and replaced with a new section
                                         as follows:



 


"In
the case of the Loan (other than in respect an advance under the Deferred Tranche), the Borrower shall deliver a Loan Request
and the documents required to be delivered pursuant to Section 5.1.1(a) to the Facility Agent on or before 11:00 a.m., London
time, not less than two (2) Business Days in advance of the date that is two (2) Business Days prior to the anticipated Delivery
Date. The aggregate amount of the Loan (excluding the Deferred Tranche) to be advanced shall not exceed the US Dollar Maximum
Loan Amount.


 


Any
drawings under the Deferred Tranche shall be automatically advanced in the manner contemplated by Recital (C).";


 


		5.1.11	a
                                         new sentence is inserted at the end of section 2.5 (Borrowing Procedure) after
                                         paragraph (d) as follows:



 


"This
Section 2.5 is not applicable to the Deferred Tranche.";


 


		5.1.12	section
                                         3.1(a) (Repayments) shall be deleted in total and replaced with the following:



 


“Subject
to Section 3.1.b), the Borrower shall repay the Loan in the instalments and on the dates set out in Exhibit F.”


 


		5.1.13	the
                                         first sentence of section 3.3.1 (Rates) is deleted in total and replaced with
                                         new sentences as follows:



 


"The
Loan (other than the Deferred Tranche) shall accrue interest from the Disbursement Date to the date of repayment or prepayment
of the Loan (other than the Deferred Tranche) in full to the Lenders at the Fixed Rate, subject to (i) any election made by the
Borrower to elect the Floating Rate pursuant to Section 3.3.2 or (ii) any conversion of any portion of the Loan (other than the
Deferred Tranche) held by a Lender to a Floating Rate Loan upon the termination of the CIRR Agreement to which such Lender is
a party in accordance with Section 3.3.3. The Deferred Tranche shall accrue interest from the first Repayment Date to fall during


 






     


     


    

 





the
Advanced Loan Deferral Period (or, in the case of a further advance in respect of the Deferred Tranche after the first advance
and in respect of that further advance, from the relevant Repayment Date in respect of the Loan to which that further advance
of the Deferred Tranche relates) to the date of repayment or prepayment of the Deferred Tranche in full to the Lenders at the
Floating Rate. The first advance and the second advance in respect of the Deferred Tranche shall be consolidated at and run concurrently
from the time of the making of the second advance and interest on the advances in respect of the Deferred Tranche shall be payable
on each Repayment Date.";


 


		5.1.14	a
                                         new sub-section b. to section 4.12 (Use of Proceeds) is inserted as follows (and
                                         the existing provisions of section 4.12 (Use of Proceeds) shall become sub-section
                                         a.):



 


"b.       The
Deferred Tranche shall be used for the purpose set out in Recital (C) and accordingly the provisions of sub-section a. above shall
not apply to the proceeds of the Deferred Tranche.";


 


		5.1.15	the
                                         first paragraph of article VI (Representations and Warranties) is deleted in total
                                         and replaced with a new paragraph as follows:



 


"To
induce the Lenders and the Facility Agent to enter into this Agreement and to make the Loan hereunder, the Borrower represents
and warrants to the Facility Agent and each Lender as set forth in this Article VI as of the Effective Date, the Disbursement
Date and the date of each additional advance or deemed advance of any portion of the Loan (including the Deferred Tranche) after
the Disbursement Date (except as otherwise stated).";


 


		5.1.16	a
                                         new Section 7.1.1(h) (Financial Information, Reports, Notices, etc.) is inserted
                                         as follows:



 


"h.       as
soon as available and in any event within respectively five (5), ten (10) and thirty (30) days after the end of each monthly,
bi-monthly and quarterly period starting on April 1, 2020, the information set out in section (F) of the Information Package
(in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility
Agent);";


 


		5.1.17	a
                                         new sub-section 7.2.2(g) (Indebtedness) is inserted as follows:



 


"g.       crisis
and recovery-related Indebtedness (as contemplated by the Principles) provided such Indebtedness is incurred between April 1,
2020 and December 31, 2021 or such later date as may, with the prior consent of Hermes, be agreed by all Lenders.";


 


		5.1.18	a
                                         new sentence is inserted at the end of section 8.1.4 (Default on Other Indebtedness)
                                         as follows:



 


"This
Section 8.1.4 is subject to the further proviso that any breach of financial covenants equivalent to those in Section 7.2.4 under
or in relation to any other Hermes-backed facility agreement to which the Borrower or Silversea Cruise Holdings Ltd. is a party
as borrower or guarantor shall not, during the Deferral


 






     


     


    

 





Period,
constitute an Event of Default under this Agreement provided that no Prepayment Event has occurred under Section 9.1.14.";


 


		5.1.19	section
                                         9.1.4 (Non-Performance of Certain Covenants and Obligations) is deleted in total
                                         and replaced with a new section as follows:



 


"The
Borrower shall default in the due performance and observance of any of the covenants set forth in Sections 4.12 or 7.2.4; provided
that any default in respect of the due performance or observance of any of the covenants set forth in Section 7.2.4 during the
Deferral Period (as long as no Event of Default under Section 8.1.5 occurs and is continuing, or no Prepayment Event under Section
9.1.13 or 9.1.14 occurs during the Deferral Period) shall not constitute a Prepayment Event.";


 


		5.1.20	a
                                         new section 9.1.13 is inserted as follows:



 


"Section
9.1.13. Dividend or New Debt.


 


(a)       The
Borrower declares, pays or makes or agrees to pay or make, directly or indirectly, any Restricted Payment, except for (i) dividends
or other distributions with respect to its Equity Interests payable solely in additional shares of its Equity Interests or options
to purchase Equity Interests, (ii) Restricted Payments 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 (iii)
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 Equity Interests of the Borrower;


 


(b)       the
Borrower completes a Debt Incurrence;


 


(c)       the
Borrower completes an Equity Issuance;


 


(d)       the
Borrower makes any payment of any kind under any shareholder loan other than any payments made pursuant to that certain $2,200,000,000
Term Loan Agreement, dated as of March 23, 2020, among the Borrower and Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank,
N.A., BOFA Securities, Inc., BNP Paribas Securities Corp. and Goldman Sachs Bank USA, as joint lead arrangers and joint bookrunners
and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent,


 


or
in any case resolves to do so.";


 


		5.1.21	a
                                         new section 9.1.14 is inserted as follows:



 


"Section
9.1.14. Principles. The Borrower shall default in the due performance and observance of the Principles and if capable of
remedy such default shall continue unremedied for a period of ten (10) days after notice thereof shall have been given to the
Borrower by the Facility Agent; provided that, if the default does not otherwise constitute a Default or a Prepayment Event under
another section of this Agreement, as amended to date, the Borrower, the Facility Agent and Hermes


 






     


     


    

 





shall
negotiate a resolution in good faith for a maximum period of fifteen (15) days after notice thereof shall have been given to the
Borrower by the Facility Agent.";


 


		5.1.22	section
                                         9.2 (Mandatory Prepayment) is deleted in total and replaced with a new section
                                         as follows:



 


"If
any Prepayment Event shall occur and be continuing (and subject, in the case of Section 9.1.11, to Section 11.17), the Facility
Agent, upon the direction of the Required Lenders, shall by notice to the Borrower (a) if the Disbursement Date has occurred and
the Loan disbursed (but without prejudice to the last paragraph of Section 9.1), require the Borrower to prepay in full on the
date of such notice all principal of and interest on the Loan and all other Obligations or, in the case of a Prepayment Event
under Sections 9.1.13 or 9.1.14, all principal of and interest on the Deferred Tranche (and, in such event, the Borrower agrees
to so pay the full unpaid amount of the Loan or the Deferred Tranche, as the case may be, and all accrued and unpaid interest
thereon and all other Obligations in respect thereof), (b) if the Disbursement Date has not occurred (and except in the case of
a Prepayment Event under Sections 9.1.13 or 9.1.14), terminate the Commitments; provided that if such Prepayment Event arises
under Section 9.1.12, the remedy available under this Section 9.2 shall be limited to that provided about in clause (a) and only
with respect to the portion of the Loan held by the affected Lender that gave the relevant Illegality Notice and (c) immediately
terminate the waiver of the occurrence of any Prepayment Event in respect of Section 7.2.4 contained in Section 9.1.4, such
that any breach of Section 7.2.4 in existence as at the date of the notice from the Facility Agent referred to in paragraph
(a) of this Section 9.2 or any breach occurring at any time after such notice shall constitute a Prepayment Event with all attendant
consequences.";


 


		5.1.23	a
                                         new section 11.18 is inserted as follows:



 


"Section
11.18. Modification and/or Discontinuation of Benchmarks.


 


(a)       If
a Screen Rate Replacement Event has occurred then, promptly thereafter, the Facility Agent and the Borrower will enter into negotiations
with a view to amend this Agreement to replace the LIBO Rate 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 US dollar denominated syndicated credit facilities for such alternative benchmarks where such negotiations will take
into account the then current market standards and will be conducted with a view to reducing or eliminating, to the extent reasonably
practicable, any transfer of economic value from one party to another party (any such proposed rate, a "Benchmark Successor
Rate"), together with any proposed Benchmark Successor Rate Conforming Changes and any such amendment shall become effective
at 5:00 p.m., New York City time, on the fifth Business Day after the Facility Agent shall have posted such proposed amendment
to all Lenders and the Borrower unless, prior to such time, the Required Lenders have delivered to the Facility Agent written
notice that such Lenders does not accept such amendment. Such Benchmark 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 Facility Agent,
such Benchmark Successor Rate


 






     


     


    

 





shall
be applied in a manner as otherwise reasonably determined by the Facility Agent.


 


(b)       If
no Benchmark Successor Rate has been determined and either (x) the circumstances set out in paragraph (a) of the definition of
 "Screen Rate Replacement Event" in Section 1.1 exist or (y) the Scheduled Unavailability Date has occurred, the Facility
Agent will promptly so notify the Borrower and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain
the Loan shall be suspended and (ii) the Screen Rate shall no longer be utilised in determining the LIBO Rate. Upon receipt of
such notice, the Borrower may revoke any pending Loan Request.


 


(c)       Until
such time as a Benchmark Successor Rate and Benchmark Successor Rate Conforming Changes have been determined and agreed and without
prejudice to the obligation of the parties to enter into negotiations with a view to determining or agreeing a Benchmark Successor
Rate pursuant to paragraph (a) above, for any Interest Period starting after the Screen Rate Replacement Event, the LIBO Rate
shall be replaced by the weighted average of the rates notified to the Facility Agent by each Lender five (5) Business Days prior
to the first day of that Interest Period, to be that which expresses as a percentage rate per annum the cost the relevant Lender
would have of funding an amount equal to its participation in the Loan during the relevant Interest Period from whatever source
it may reasonably select. If such amount is less than zero, it shall be deemed to be zero.


 


(d)       Notwithstanding
anything else herein, any definition of Benchmark Successor Rate shall provide that in no event shall such Benchmark Successor
Rate be less than zero for purposes of this Agreement.


 


(e)       Section
3.3.6 shall not apply following the occurrence of a Screen Rate Replacement Event.


 


(f)       Where
paragraph (a) above applies, the Borrower shall, within three (3) Business Days of demand, reimburse the Facility Agent for the
amount of all costs and expenses (including legal fees) reasonably incurred by the Facility Agent in responding to, evaluating,
negotiating or complying with the requirements set out in that paragraph.";


 


		5.1.24	the
                                         repayment schedule set out in Schedule 4 to this Amendment Agreement is attached as a
                                         new Exhibit F;



 


		5.1.25	the
                                         Principles are attached as a new Exhibit G; and



 


		5.1.26	the
                                         Information Package as set out in Schedule 5 to this Amendment Agreement is attached
                                         as a new Exhibit H.



 


	5.2	All
                                         other terms and conditions of the Credit Agreement shall remain unaltered and in full
                                         force and effect.



 


	6	Fees,
                                         Costs and Expenses



 


	6.1	The
                                         Borrower shall pay to the Facility Agent and each Lender a handling fee in the amount
                                         and at the time agreed in Fee Letters.



 









     


     


    

 



 


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



 


		6.2.1	the
                                         Facility Agent in connection with the preparation, execution, delivery and administration,
                                         modification and amendment of this Amendment Agreement and the other documents to be
                                         delivered hereunder; and



 


		6.2.2	the
                                         CIRR Representative and any Lender in connection with the preparation, execution, delivery
                                         and administration, modification and amendment of any CIRR Agreement and any security
                                         or other documents executed or to be executed and delivered as a consequence of the parties
                                         entering into this Amendment Agreement and any other documents to be delivered under
                                         this Amendment Agreement,



 


(including
the reasonable fees and out-of-pocket expenses of counsel to the Facility Agent and the CIRR Representative with respect to this
Amendment Agreement and those other documents as agreed with the Facility Agent and the CIRR Representative) in accordance with
the terms of section 11.3 of the Credit Agreement and as if references in that section to the Facility Agent are references to
the Facility Agent and the CIRR Representative.


 


	6.3	The
                                         Borrower agrees to pay on demand any additional imputed or calculative funding cost on
                                         the Deferred Tranche incurred by a Lender or the CIRR Representative as a consequence
                                         of the parties entering into this Amendment Agreement which shall not exceed the difference
                                         between the interest payable on the Loan (other than the Deferred Tranche) in accordance
                                         with the Credit Agreement and the interest payable on the Deferred Tranche at the Floating
                                         Rate. The Facility Agent shall furnish to the Borrower a determination of such a funding
                                         cost reflecting the respective determinations which the Facility Agent has received from
                                         the CIRR Representative and each of the Lenders, which determination will then be applicable
                                         to all Lenders. None of the Facility Agent, a Lender or the CIRR Representative is required
                                         to provide to the Facility Agent (if applicable) or the Borrower evidence of how the
                                         determination of the funding cost has been made nor that it has been suffered.



 


	7	Notices,
                                         Counterparts, Third Party Rights, Governing Law, Jurisdiction and Process Agent



 


	7.1	The
                                         provisions of sections 11.2 (Notices), 11.8 (Execution in Counterparts),
                                         11.9 (Third Party Rights), 11.14.1 (Governing Law), 11.14.2 (Jurisdiction)
                                         and 11.14.3 (Alternative Jurisdiction) and 11.14.4 (Service of Process)
                                         of the Credit Agreement shall apply to this Amendment Agreement as if they are set out
                                         in full and as if (a) references to each Party are references to each party to this Amendment
                                         Agreement and (b) references to the Credit Agreement include this Amendment Agreement.



 


The
parties to this Amendment Agreement have signed this Amendment Agreement the day and year first before written.


 






     


     


    

 





Schedule
1            


 





The
Finance Parties


 


	Facility
    Agent
	KfW
                                         IPEX-Bank GmbH

        Palmengartenstrasse
        7-9

        60325
        Frankfurt am Main

        Germany



 


 


	Hermes
    Agent
	KfW
                                         IPEX-Bank GmbH

        Palmengartenstrasse
        7-9

        60325
        Frankfurt am Main

        Germany



 


 


	Initial
    Mandated Lead Arranger
	KfW
    IPEX-Bank GmbH


 


 


	Mandated
    Lead Arranger
	Bayerische
    Landesbank Munich


 


 


	Lenders	Commitments
	KfW
    IPEX-Bank GmbH	46.12%
	Bayerische
    Landesbank Munich	8.76%
	BNP
                                         Paribas Fortis S.A./N.V.

         
	12.98%
	Commerzbank
                                         AG, New York Branch

         
	11.69%
	DZ
    Bank AG Deutsche Zentral-Genossenschaftsbank, New York Branch	8.76%
	Skandinaviska
    Enskilda Banken AB (publ)	11.69%


 






     


     


    

 





Schedule
2            


 





Effective
Date Confirmation


 


	To:	Royal
    Caribbean Cruises Ltd.




 


	To:	KfW




 


"SPECTRUM
OF THE SEAS" (ex-hull no S-700)


 


We,
KfW IPEX-Bank GmbH, refer to the third amendment agreement dated           April
2020 (the "Amendment Agreement") relating to a credit agreement dated as of 13 November 2015 (as previously amended,
supplemented and/or restated from time to time) (the "Credit Agreement") made between (among others) the above
named Royal Caribbean Cruises Ltd. as the Borrower, the financial institutions listed in it as the Lenders and ourselves
as the Hermes Agent and the Facility Agent in respect of a loan to the Borrower from the Lenders of up to the Maximum Loan Amount
(as defined in the Credit Agreement).


 


We
hereby confirm that all conditions precedent referred to in Clause 2.1 of the Amendment Agreement have been satisfied. In accordance
with Clauses 1.1 and 5 of the Amendment Agreement the Deferred Tranche Effective Date is the date of this confirmation and the
amendments to the Credit Agreement are now effective.


 


	Dated	April
                                         2020



 


	Signed:	 	 



 


For
and on behalf of


KfW
IPEX-Bank GmbH


(as
Facility Agent)


 






     


     


    

 





Schedule
3            


 





Conditions
Precedent


 


	1	Borrower



 


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



 


		1.2	a
                                         Certificate of Good Standing issued by the relevant Liberian authorities in respect of
                                         the Borrower.



 


	2	Legal
                                         opinions



 


The
Facility Agent shall have received opinions, addressed to the Facility Agent and each Lender from:


 


		2.1	Watson
                                         Farley & Williams LLP, counsel to the Borrower, as to Liberian law; and



 


		2.2	Norton
                                         Rose Fulbright LLP, counsel to the Facility Agent,



 


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


 


	3	Principles



 


		3.1	Principles
                                         Final approval of the Principles (including deferral of the instalments of principal
                                         of the Advanced Loan due to be repaid during the Advanced Loan Deferral Period) by Hermes.



 


		3.2	Hermes
                                         Insurance Policy: Evidence to the satisfaction of each Lender that the Deferred Tranche
                                         is covered under the Hermes Insurance Policy.



 


		3.3	Information
                                         Package Evidence to the satisfaction of Hermes that the Borrower has sufficient crisis-related
                                         liquidity measures in place to be able to utilise the Deferred Tranche in accordance
                                         with the Credit Agreement as amended by this Amendment Agreement as set out in the completed
                                         Information Package (the form of which is set out in Schedule 5 hereto) submitted to
                                         Hermes.



 


	4	Other
                                         documents and evidence



 


		4.1	Process
                                         agent Evidence that any process agent appointed pursuant to Clause 7 has accepted
                                         its appointment.



 






     


     


    

 





		4.2	Fees,
                                         costs and expenses The Fee Letter(s) and evidence that any documented costs and expenses
                                         due from the Borrower under Clause 6 of this Amendment Agreement have been paid or will
                                         be paid promptly on being demanded.



 


	5	CIRR
                                         requirements



 


		5.1	The
                                         CIRR Representative has confirmed to the Facility Agent that all relevant Lenders have
                                         signed respective amendments to their Option A Refinancing Agreements.



 









     


     


    

 



 


Schedule
4            


 





Repayment
Schedule


 


Exhibit
F


 


	 	Repayment
    Schedule – Loan (other than Deferred Tranche) -  Payments 2 and 3 fall in the Deferral Period	 
	 	US
    Dollars ($)	 


 


	No.	 	Repayment
    Dates	Balance
	0	 	 	$908,000,924.06
	1	 	9-Oct-2019	$870,167,552.22
	2	 	9-Apr-2020	$832,334,180.38
	3	 	9-Oct-2020	$794,500,808.54
	4	 	9-Apr-2021	$756,667,436.70
	5	 	9-Oct-2021	$718,834,064.86
	6	 	9-Apr-2022	$681,000,693.02
	7	 	9-Oct-2022	$643,167,321.18
	8	 	9-Apr-2023	$605,333,949.34
	9	 	9-Oct-2023	$567,500,577.50
	10	 	9-Apr-2024	$529,667,205.66
	11	 	9-Oct-2024	$491,833,833.82
	12	 	9-Apr-2025	$454,000,461.98
	13	 	9-Oct-2025	$416,167,090.14
	14	 	9-Apr-2026	$378,333,718.30
	15	 	9-Oct-2026	$340,500,346.46
	16	 	9-Apr-2027	$302,666,974.62
	17	 	9-Oct-2027	$264,833,602.78
	18	 	9-Apr-2028	$227,000,230.94
	19	 	9-Oct-2028	$189,166,859.10
	20	 	9-Apr-2029	$151,333,487.26
	21	 	9-Oct-2029	$113,500,115.42
	22	 	9-Apr-2030	$75,666,743.58
	23	 	9-Oct-2030	$37,833,371.74
	24	 	9-Apr-2031	$0.00


 






     


     


    

 


	 	Repayment
    Schedule –Deferred Tranche	 
	 	US
    Dollars ($)	 


 


	No.	 	Repayment
    Dates	Balance
	0	 	 	 	$75,666,743.68
	1	 	9-Apr-2021	$66,208,400.72
	2	 	9-Oct-2021	$56,750,057.76
	3	 	9-Apr-2022	$47,291,714.80
	4	 	9-Oct-2022	$37,833,371.84
	5	 	9-Apr-2023	$28,375,028.88
	6	 	9-Oct-2023	$18,916,685.92
	7	 	9-Apr-2024	$9,458,342.96
	8	 	9-Oct-2024	$0.00
	 	 	 	 	 


 






     


     


    

 


Schedule
5            


 





Form
of Information Package


 


General
test scheme / information package in connection with the Debt Holiday application


 


General:
The completion of section A)-E) is required in connection with the initial Debt Holiday application. Section F) lists the
monitoring requirements within the 12 month Debt Holiday period


 


A)
Description of the current situation of the cruise line company (descriptive)


 


[Content:
status of the fleet, impact of the corona crises on the operation, overview of booking status 2020 and 2021 (ticket price level
and occupancy in comparison to 2019 at the same time; current customer reaction (cancelation activities, new bookings, shift of
bookings, repayment of customer deposits.] 


 


B)
Overview of core financial figures: 


 


	 	Actual
    FY 2019	Estimate
    1Q2020	Debt
    Holiday Period 04/2020-03/2021
	Total
    revenues:	 	 	-----
	Net
    cruise revenues:	 	 
	EBITDA:	 	 
	Net
    income:	 	 
	EPS
    (if applicable):	 	 
	Net
    income margin:	 	 
	Total
    equity:	 	 
	Total
    assets:	 	 
	Total
    liquidity (cash):	 	 
	Total
    interest payments	 	 
	Total
    OPEX	 	 
	Total
    CAPEX 	 	 	 
	Principals
    (Hermes covered loans)	 	 	 
	Principals
    (all ECA covered loans)	 	 	 





 






     


     


    

 



 


C)
Core Checklist


Notes:



·        
It is not required that a company uses all measures listed below. / Further measures can be added.


·        
There is not a certain ratio (4th column) which has to be reached to enable the company to qualify for the Debt
Holiday Initiative. 


·        
Please mark those positions with the note “Estimate” in the 2nd column in case the exact information
is not available yet. 


·        
Finalized measure: 


		o	With
                                         regard to C2) – The measure has been irrevocable fixed/secured. / Binding Agreement
                                         is in place. 



		o	With
                                         regard to C3) – The process to introduce this cost cutting measure has already
                                         been firmly started. The liquidity effect is highly likely.



 


	No.	Criteria	Amount	Ratio
    compared to 2019	Note
	 

        1)
        Liquidity Position (latest date available)

	1a	Liquidity
    position – free cash 	 	xx%
    of net cruise revenues p.a.	 
	1b	Liquidity
    position – free undrawn RCF or Corporate Term Loan	 	xx%
        of net cruise revenues p.a.

         
	RCF
    and Corporate Term Loan to be described separately (amount, currency, maturity, repayment profile)
	1c	TOTAL
    free liquidity position	 	xx%
    of net cruise revenues p.a.	Please
    provide in addition the information about the amount of restricted cash.
	 

        2)
        Measures implemented to increase the liquidity position (since the 1st January 2020)

	2a	Draw
    down on existing RCF facilities	 	xx%
    of total RCF volume	Drawn
    between the 1.1.2020 and application.
	2b	Finalized
    additional RCF or Corporate Term Loans / fixed since 1st January 2020 	 	xx%
        increase of RCF/TL volume

        xx%
        of net cruise revenues p.a.
	RCF
    and Corporate Term Loan to be described separately (amount, currency, maturity, repayment profile)
	2c	Planned
    new RCF or Corporate Term Loans (or other debt)	 	xx%
        increase of RCF /TL volume

        xx%
        of net cruise revenues p.a.
	RCF
    and Corporate Term Loan to be described separately (amount, currency, maturity, repayment profile) / Likeliness of finalization
	2d	Finalized
    capital increase, shareholder loans or mezzanine / fixed since 1st January 2020	 	xx%
        of net cruise revenues p.a.

        xx%
        of total assets
	Measure
    to be described separately  
	 	 	 	 	 	 





 






     


     


    

 


	2e	Planned
    capital increase, shareholder loans or mezzanine 	 	xx%
    of net cruise revenues p.a.	Measure
    to be described separately / Likeliness of finalization
	2f	Finalized
    other measures or other debt (e.g. Factoring a.o.) / fixed since 1st January 2020	 	xx%
    of net cruise revenues p.a.	Measure
    to be described separately  
	2g	Planned
    other measures or other debt (e.g. Factoring a.o.)	 	xx%
    of net cruise revenues p.a.	Measure
    to be described separately / Likeliness of finalization
	2h	...	 	 	 
	 	Already
    secured TOTAL increase of the liquidity position in 2020 (only finalized measures)	 	 	 
	 	Potential
    TOTAL increase of the liquidity positions in 2020 (finalized + planned measures)	 	xx%
    of net cruise revenues p.a.	 
	 

        3)
        Cost cutting measures implemented to reduce the outflow of liquidity (since the 1st January 2020)

	3a	Reduction
        of OPEX

        (finalized
        / binding start of implementation done)
	 	xx%
        of net cruise revenues p.m.

        xx%
        of originally planned OPEX
	Please
    list separately
	3b	Reduction
    of OPEX (further potential)	 	xx%
        of net cruise revenues p.m.

        xx%
        of originally planned OPEX
	Please
    list separately
	3c	Reduction
    of CAPEX (not ship building contract related / finalized / binding start of implementation done)	 	xx%
        of net cruise revenues p.a.

        xx%
        of total CAPEX which are due in 2020
	Please
    list separately
	3d	Reduction
    of CAPEX (not ship building contract related / further potential)	 	xx%
        of net cruise revenues p.a.

        xx%
        of total CAPEX which are due in 2020
	Please
    list separately / Likeliness of finalization
	3e	Reduction
    of replacement investments (finalized /binding start of implementation done)	 	xx%
        of net cruise revenues p.a.

        xx%
        of total replacement investments which are due in 2020
	Replacements
    of goods in the hotel operation (e.g. cutlery) / Please list separately
	3f
    	Reduction
    of replacement investments (further potential)	 	xx%
        of net cruise revenues p.a.

        xx%
        of total replacement investments which are due in 2020
	Replacements
    of goods in the hotel operation (e.g. cutlery)  / Please list separately / Likeliness of finalization 





 






     


     


    

 


	3g	Dividend
    cuts (total potential effect within 2020)	 	xx%
        of net cruise revenues p.a.

        xx%
        of originally planed dividends
	Please
    describe which dividends have been announced to be cut so far. 
	3h	Pay
    cuts (total amount per month) (finalized)	 	xx%
        of net cruise revenues p.m.

        xx%
        of originally plant payroll
	Please
    describe separately
	3i	...	 	 	 
	 	Already
    secured TOTAL cost cuttings within 2020 (only finalized measures)	 	xx%
    of net cruise revenues p.a.	 
	 	Potential
        TOTAL cost cuttings within 2020 (finalized + potential measures)

         
	 	xx%
    of net cruise revenues p.a.	 
	 

        4)
        Further figures

	4a	Average
    cash burn rate (per month within the shut down period / assuming all D3 measures are effective / fixed costs + necessary variable
    costs + interests + average CAPEX)	 	 	 
	4b	Amount
    of CAPEX 2020 which can not be postponed	 	 	 
	4c	Percentage
    of the net cruise revenues of the FY 2019 which would have been required to enable a cash neutral operation in 2019 (based
    on an annual average + based on the cost structure of 2019 including CAPEX and including principals). 	 	 	Indicator
    for the ramp up period
	4d	Percentage
    of the net cruise revenues of the FY 2019 which would have been required to enable a cash neutral operation in 2019 (based
    on an annual average + based on the cost structure of 2019 excluding CAPEX and excluding principals).	 	 	Indicator
    for the ramp up period
	4e	What
    layup costs do you expect on average per vessel (per month)?	 	 	Assumed:
        hot lay-up

        Including
        cost positions: crew, food, port



 






     


     


    

 


	 	 	 	 	charges,
        fuel, hotel consumption

        How
        many crew members will remain on average on board?



 






     


     


    

 


D)
Preliminary liquidity estimation of the cruise line (including shut down period and ramp up phase): 


 


	 	Case	1)   
    Company’s Case	2)   
    Break-even Case A	3)   
    Break-even Case B
	 	Description	Company’s
    most likely case	Breakeven
    case only taking the finalized measures from section C2 and C3 into account. (excl. Debt Holiday) *	Breakeven
    case taking all finalized and planned measures from section C2 and C3 into account. (incl. Debt Holiday) *
	 	Complete
    shut down period (end 

    date)	[e.g.
    End of June 2020]	[e.g.
    End of July 2020]	[e.g.
    End of October 2020]
	 	Which
    of the planned / potential liquidity and cost cutting measures of section C2 and C3 have be considered? (Please state
    the number or describe if necessary)	[e.g.
    2c, 3b]	None	[e.g.
    2c, 2g, 3b]
	 	Minimum
    Liquidity Position:	...	USD
    / EUR 0	USD
    / EUR 0
	 	How
    much liquidity will be required over time in each case?	...	...	...




*
Notes: 


		·	Case
                                         1) - How long will be the shut down period last from the company’s point of view?



		·	Case
                                         2) – It shows the maximum duration of the shut down period which the company can
                                         survive, based on all already secured liquidity and cost cutting measured.



		·	Case
                                         3) – It shows the maximum duration of the shut down period which the company can
                                         survive, based on the assumption that all liquidity and cost cutting measures are realized
                                         which are most realistic from the companies point of view. Not all potential measures
                                         need to be included, only those which are most realistic from the companies point of
                                         view.



		·	It
                                         shall be assumed in all 3 cases that no new customer bookings will be done during the
                                         duration of the shut down period.



		·	The
                                         Financial Covenant “Minimum Liquidity” shall not be taken into account.



 






     


     


    

 


At
this point in time a full liquidity model on which the table D) was based does not have to be provided. But it shall be available
within the following 12 months in case questions arise.


Please
provide the description of assumptions. It shall include but not limited to the following:


		·	Start
                                         liquidity position / start date of calculation



		·	Assumptions
                                         for canceled cruises and the percentage of outflow of customer deposits



		·	Assumptions
                                         on new bookings after the shut down period / What kind of vouchers will be offered?



		·	Dividend,
                                         CAPEX and average monthly OPEX assumption



		·	For
                                         Case 1) the following details shall be provided as well: Total Revenue, Net Cruise Revenue,
                                         EBITDA, EBIT, Net Profit, Interest Expenses, Equity, Interest Bearing Debt, Total Assets



 


E)
Further questions


 


		1.	What
                                         support does the company expect from the local government?



		2.	How
                                         much can the operation in the offices and on board be reduced?



		3.	How
                                         flexible is the company to restart its operation?



 


 


F)
Debt Holiday Regular Reporting Requirements - Monitoring within the 12 month Debt Holiday (starting point: approval)


 


	 	No.	Rhythm	Description
	 	1.	monthly	Reporting
                                         of the liquidity position (C1a-c) and current developments in respect to the measures
                                         C2 and C3 above.
 In
                                         case the Net Liquidity Position does decease to 6x the average cash burn rate (C4a) the
                                         ECA can decide on its own discretion whether a shorter reporting rhythm shall be implemented
                                         (e.g. weekly).
 Def.
                                         “Net Liquidity Position” shall be the total free liquidity position (C1c)
                                         minus all planned debt repayments (bank loan, commercial papers, bonds) which are due
                                         within the following 6 months.

	 	2.	monthly	Booking
    Curve (average ticket price and occupancy including a comparison of both parameters at the same point in time in 2019)
	 	3.	monthly	Status
    of the fleet: Active vessels (+ occupancy level) / Vessels in layup
	 	4.	monthly	Confirmation
    that no dividends have been declared / paid within the current month.
	 	5.	bi-monthly	Other
                                         Creditors and Debtors: What is the company asking from the other creditors (e.g.
                                         Bondholder, LeaseCos, FactorCos etc.) and what is their response? Do the respective documentation
                                         include cross default clauses?
 How
                                         do the debtors (like credit card companies) currently act? Do they withhold due payments?

	 	6.	bi-monthly	Liquidity
                                         Forecast of the following 12 months (based on secured liquidity and cost cutting
                                         measures and secured customer bookings)
 In
                                         case the Net Liquidity Position does decease to 6x the average cash burn rate (C4a) the
                                         ECA can decide on own discretion whether a shorter reporting rhythm shall be implemented.

	 	7.	bi-monthly	Status
                                         of signed building contracts
 Background
- Extract from the preamble of the debt holiday terms and conditions: The intention of the Debt Holiday Initiative is to provide
an interim relief to the Companies in their debt service obligations under existing financings. It is the firm understanding of
the Lenders together with the respective ECAs that Companies taking advantage of the relief shall use its best endeavors fulfilling
their contractual obligations under their existing shipbuilding contracts with the yard, i.e. do not unreasonably, unduly, and
without consultation delay instalments and scheduled vessel deliveries and work reasonably together with the yards to resolve
any crisis-related construction delays. For the avoidance of doubt, all measures to maintain a sufficient liquidity position of
the Company during recovery will be considered reasonably by ECA.




 






     


     


    

 


	 	 	 	In
                                         the light of this intention the ECA shall be updated about the company`s current plans
                                         to amendment any building contract or about any upcoming negotiations with the national
                                         yard.

	 	8.	quarterly	Unaudited
    financial statements or management accounts (incl. P&L (incl. EBITDA), balance sheet and cash flow statement)
	 	9.	quarterly	Despite
    the suspension of the official tests of the financial covenants the company shall provide the calculation of the covenants.



 


 


 


Herewith
the company confirms that the information above is true and accurate in all respects and based on the most recent  information
available to the company.


 


 


 


 


 


 


	-----------------------	----------------------------------------------------
	(Date)	(Signature)




 






     


     


    

 



 


EXECUTION
VERSION - SPECTRUM


  


	Signed
    by	)	 
	Royal
    Caribbean Cruises Ltd.	)	 
	(as
    Borrower)	)	 
	acting
    by 	)	/s/
                                         LUCY SHTENKO




	LUCY
    SHTENKO	)	 
	its
    duly authorised	)	 
	ATTORNEY-IN-FACT



	)	 
	 	 	 
	 	 	 
	Signed
    by	)	 
	KfW
    IPEX-Bank GmbH	)	 
	(as
    Lender and Initial Mandated	)	 
	Lead
    Arranger)	)	/s/
    MICHAEL BURGESS
	acting
    by	)	 
	MICHAEL
    BURGESS	)	 
	its
    duly authorised	)	 
	ATTORNEY-IN-FACT	 	 
	 	 	 
	Signed
    by	)	 
	Bayerische
    Landesbank Munich	)	 
	(as
    Lender and Mandated Lead Arranger)	)	/s/
    HERTA ALBERT
	acting
    by	)	 
	 	)	/s/
    MARIE-SOPHIE SCHWARZ
	its
    duly authorised	)	 
	 	)	 
	 	 	 
	Signed
    by	)	 
	BNP
    Paribas Fortis S.A./N.V.	)	/s/
    VERONIQUE DE SCHEPPER
	(as
    Lender and Mandated Lead Arranger)	)	Veronique
    de Schepper
	acting
    by	)	Head
    of Middle Office
	 	)	Financing
    Solutions Brussels
	its
    duly authorised	)	 
	 	)	/s/
    THI KAREN CHU VAN
	 	)	Thi
    Karen Chu Van
	 	)	Business
    Management
	 	)	Financing
    Solutions Brussels
	 	)	 
	 	 	 
	Signed
    by	)	 
	Commerzbank
    AG, New York Branch	)	 
	(as
    Lender and Mandated Lead Arranger)	)	/s/
    CHRISTINA SERRANO
	acting
    by	)	 
	 	)	/s/
    BIANCA NOTARI
	its
    duly authorised	)	 
	 	)	 




 






     


     


    

 





 


	Signed
    by	)	 
	DZ
    Bank AG, New York Branch	 	 
	(as
    Lender and Mandated Lead Arranger)	)	 
	acting
    by	)	/s/
    MATTHEW BAMBURY
	MATTHEW
    BAMBURY	)	 
	its
    duly authorised	)	 
	ATTORNEY-IN-FACT	)	 




 


 


	Signed
    by	)	 
	Skandinaviska
    Enskilda Banken AB (publ)	)	 
	(as
    Lender and Mandated Lead Arranger)	)	 
	acting
    by	)	/s/
    MICHELLE WING YEE TSUI
	MICHELLE
    WING YEE TSUI	)	 
	its
    duly authorised	)	 
	ATTORNEY-IN-FACT	)	 




 


 


	Signed
    by	)	 
	KfW
    IPEX-Bank GmbH (as Hermes Agent)	)	 
	acting
    by	)	/s/
    MICHAEL BURGESS
	acting
    by	)	 
	MICHAEL
    BURGESS	)	 
	its
    duly authorised	)	 
	ATTORNEY-IN-FACT	 	 




 


 


	Signed
    by	)	 
	KfW
    IPEX-Bank GmbH (as Facility Agent)	)	 
	acting
    by	)	/s/
    MICHAEL BURGESS
	acting
    by	)	 
	MICHAEL
    BURGESS	)	 
	its
    duly authorised	)	 
	ATTORNEY-IN-FACT