Exhibit 10.1


 


Sixth Amendment Agreement to a Credit Agreement dated as of 8 June 2011 (as amended and restated from time to time) "QUANTUM OF THE SEAS" - ex-hull no S-697


 





	Dated                 21April                  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	13
	 	 	 
	7	 Notices, Counterparts, Third Party Rights, Governing Law, Jurisdiction and Process Agent	14
	 	 	 
	Schedule
1	The Finance Parties	15
	 	 	 
	Schedule 2	Effective Date Confirmation	16
	 	 	 
	Schedule
3	Conditions Precedent	17
	 	 	 
	Schedule
4	Repayment Schedule	18
	 	 	 
	Schedule
5	Form of Information Package	20
	 	 	 






 






     


     


    

 


Amendment Agreement


 


Dated            21            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 8 June 2011 as amended and restated on 17 February 2012, further amended on 10 May 2012, further amended on 17 October
2014, further amended on 2 February 2016 and 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 to this Amendment Agreement 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



 






    	 	2	 



     


    

 


		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 installments 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");";


 






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		5.1.2	further sentences are 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 installment 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", "Final Disbursement Date"
and "First 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 Six" means the amendment agreement dated April 21, 2020 and made between the parties hereto pursuant to which
this Agreement was amended."


 


""Benchmark Successor
Rate" is defined in Section 11.16."


 


""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)."


 






    	 	4	 



     


    

 


""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) Capitalized 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 Six."


 


""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."


 






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""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 J 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 I 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:



 






    	 	6	 



     


    

 



 


		(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 28, 2015 in respect of the Loan other than the Deferred Tranche and March 31, 2021 in respect of the
Deferred Tranche."


 


""Final Maturity"
means (a) twelve (12) years after the Final Disbursement Date in the case of the Loan (other than the Deferred Tranche) and (b)
24 October 2024 in the case of the Deferred Tranche."


 


""First Disbursement
Date" means the date on which the Loan (other than the Deferred Tranche) is advanced, or, if the Borrower elects the Alternative
Disbursement Option in accordance with Section 2.3(b), the date on which the first advance of the Loan (other than the Deferred
Tranche) is made or, in the case of the Deferred Tranche, the date on which the first advance of the Deferred Tranche is made in
accordance with Section 2.3(a)."


 


""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 Interest Make-Up 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:


 






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		(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 aggregate of the advances made by the Lenders under this Agreement from time to time in an aggregate amount not to exceed
the aggregate of the US Dollar Maximum Loan Amount (and including for this purpose the Deferred Tranche Maximum Loan Amount) or,
as the case may be, the aggregate outstanding amount of such advances from time to time."


 


""Loan Documents"
means this Agreement, the Amendment Agreement, Amendment Deed Number Two, Amendment Agreement Number Three, Amendment Agreement
Number Four, Amendment Agreement Number Five, Amendment Agreement Number Six, the Pledge Agreement, the Syndication Side Letter
and the Fee Letters.";


 


		5.1.8	section 2.2(a) (Commitments of the Lenders; Termination and Reduction of Commitments) is
deleted in total and replaced with a new section as follows:



 


"Each Lender will make
its portion of the relevant part of the Loan available to the Borrower in accordance with Section 2.3 (i) two (2) Business
Days prior to the delivery of the Purchased Vessel to the Borrower under the Construction Contract pursuant to Section
2.3(a), (ii) on the relevant Repayment Date falling during the Advanced Loan Deferral Period in the case of the Deferred
Tranche, or (iii) if the Borrower elects the Alternative Disbursement Option in accordance with Section 2.3(b), as set forth
in Section 2.3(b). 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 on its signature page attached
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 of Amendment Agreement Number Six. If any Lender becomes a Lender pursuant to an assignment pursuant to
Section 11.11.1, its Commitment shall be the aggregate of (A) the amount set forth as such Lender's Commitment in the related
Lender Assignment Agreement and (B) its Percentage of the amount of the Deferred Tranche as at the Deferred Tranche Effective
Date calculated by reference to the Percentage set forth as such Lender's Commitment in the related Lender Assignment
Agreement. In each case such amount may be reduced from time to time pursuant to Section 2.2(b) or reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section 11.11.1.


 






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Notwithstanding the foregoing,
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 prior to such date and (ii) the delivery 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	section 2.2(b) (Commitments of the Lenders; Termination and Reduction of Commitments) is
deleted in total and replaced with a new section as follows:



 


"The Borrower may, by
notice to the Facility Agent, at any time (i) prior to the date that is not less than 61 days prior to the First Disbursement Date
in respect of the Loan (other than the Deferred Tranche portion of the Loan), without premium or penalty, terminate, or from time
to time reduce, the Commitments and (ii) prior to the date on which the Commitments have been terminated but less than 61 days
prior to the First Disbursement Date in respect of the Loan (other than the Deferred Tranche portion of the Loan), and subject
to Section 4.4, terminate, or from time to time reduce, the Commitments. Any such termination or reduction of the Commitments shall
be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments.";


 


		5.1.10	section 2.3(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) and unless the Borrower has elected the Alternative
Disbursement Option in accordance with Section 2.3(b), 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 of the Purchased Vessel. 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 2.3(d) (Borrowing Procedure) as follows:



 


"This Section 2.3(d) is
not applicable to the Deferred Tranche.";


 






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		5.1.12	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 First 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 Interest Make-Up 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.";


 


		5.1.13	a new sub-section to section 4.12 (Use of Proceeds) is inserted as follows:



 


"c.The Deferred Tranche
shall be used for the purpose set out in Recital (C) and accordingly Sections 4.12(a) and (b) shall not apply to the proceeds of
the Deferred Tranche.";


 


		5.1.14	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 First Disbursement Date and the date
of each additional advance or deemed advance of any portion of the Loan (including the Deferred Tranche) after the First Disbursement
Date (except as otherwise stated).";


 


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



 


"i.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);";


 


		5.1.16	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.";


 






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		5.1.17	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 9.1.13.";


 


		5.1.18	section 9.1.5 (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 9.1.12 or Section
9.1.13 occurs during the Deferral Period) shall not constitute a Prepayment Event.";


 


		5.1.19	a new section 9.1.12 is inserted as follows:



 


"Section 9.1.12. 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.";


 






    	 	11	 



     


    

 


		5.1.20	a new section 9.1.13 is inserted as follows:



 


"Section 9.1.13. 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.";


 


		5.1.21	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, the Facility Agent, upon the direction of the Required Lenders, shall by notice to the Borrower
(a) 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 Section 9.1.10, all principal of and interest on the relevant advance or, in the case
of a Prepayment Event under Section 9.1.12 or Section 9.1.13, 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, the relevant advance or the Deferred Tranche, as the case
may be, and all accrued and unpaid interest thereon and all other Obligations in respect thereof), (b) except in the case of a
Prepayment Event under Sections 9.1.10, 9.1.12 or 9.1.13, terminate the Commitments (if not theretofore terminated) and (c) immediately
terminate the waiver of the occurrence of any Prepayment Event in respect of Section 7.2.4 contained in Section 9.1.5, 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.";


 


		5.1.22	a new section 11.16 is inserted as follows:



 


"Section 11.16. 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.


 






    	 	12	 



     


    

 


(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 utilized 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.";


 


		5.1.23	Exhibit A (Preliminary Repayment Schedule) is deleted in total and replaced with a new Exhibit
A as set out in Schedule 4 to this Amendment Agreement;



 


		5.1.24	the Principles are attached as a new Exhibit I; and



 


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



 


	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 the fees in the amount and at the
time agreed in the Fee Letters.



 






    	 	13	 



     


    

 


	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 Interest Make-Up 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



 


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.


 






    	 	14	 



     


    





 


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
	BNP Paribas Fortis S.A./N.V.
	DNB Bank ASA
	Skandinaviska Enskilda Banken AB (publ)


 


	Lenders	Commitments
	KfW IPEX-Bank GmbH	51,26050420%
	BNP Paribas Fortis S.A./N.V.	13,86554622%
	DNB Bank ASA	13,86554622%
	Skandinaviska Enskilda Banken AB (publ)	15,12605042%
	AKA Ausfuhrkredit – Gesellschaft mbH	5,88235294%


 






    	 	15	 



     


    

 


Schedule 2


Effective Date Confirmation


 


	To:	Royal Caribbean Cruises Ltd.






 


	To:	KfW



 


"QUANTUM OF THE SEAS" (ex-hull
no S-697)


 


We, KfW IPEX-Bank GmbH, refer to
the sixth amendment agreement dated           April 2020 (the "Amendment
Agreement") relating to a credit agreement dated as of 8 June 2011 (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)


 






    	 	16	 



     


    

 


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	Stephenson Harwood 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	Information Package: Evidence that the Borrower has submitted the Information Package (including
information related to crisis-related liquidity measures) to Hermes, as a basis for Hermes to assess the adequacy of the Borrower ́s
crisis-related liquidity measures with regard to utilisation of the Deferred Tranche, in accordance with the terms of the Credit
Agreement as amended and restated by this Amendment Agreement



 


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



 


		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.



 






    	 	17	 



     


    

 


Schedule 4

Repayment Schedule


 


Exhibit A


 


	 	Repayment Schedule – Loan (other than Deferred Tranche) -  Payments 11 and 12 fall in the Deferral Period	 
	 	US Dollars ($)	 


 


	No.	 	Repayment Dates 	Balance 
	0	 	 	 	$791,107,757.79
	1	 	24-Apr-2015	$758,144,934.56
	2	 	24-Oct-2015	$725,182,111.33
	3	 	24-Apr-2016	$692,219,288.10
	4	 	24-Oct-2016	$659,256,464.87
	5	 	24-Apr-2017	$626,293,641.64
	6	 	24-Oct-2017	$593,330,818.41
	7	 	24-Apr-2018	$560,367,995.18
	8	 	24-Oct-2018	$527,405,171.95
	9	 	24-Apr-2019	$494,442,348.72
	10	 	24-Oct-2019	$461,479,525.49
	11	 	24-Apr-2020	$428,516,702.26
	12	 	24-Oct-2020	$395,553,879.03
	13	 	24-Apr-2021	$362,591,055.80
	14	 	24-Oct-2021	$329,628,232.57
	15	 	24-Apr-2022	$296,665,409.34
	16	 	24-Oct-2022	$263,702,586.11
	17	 	24-Apr-2023	$230,739,762.88
	18	 	24-Oct-2023	$197,776,939.65
	19	 	24-Apr-2024	$164,814,116.42
	20	 	24-Oct-2024	$131,851,293.19
	21	 	24-Apr-2025	$98,888,469.96
	22	 	24-Oct-2025	$65,925,646.73
	23	 	24-Apr-2026	$32,962,823.50
	24	 	24-Oct-2026	$0.00
	 	 	 	 	 


 






    	 	18	 



     


    

 


	 	Repayment Schedule –Deferred Tranche	 
	 	US Dollars ($)	 


 


 


	No.	 	Repayment Dates 	Balance 
	0	 	 	 	$65,925,646.46
	1	 	24-Apr-21	$57,684,940.65
	2	 	24-Oct-21	$49,444,234.84
	3	 	24-Apr-22	$41,203,529.03
	4	 	24-Oct-22	$32,962,823.22
	5	 	24-Apr-23	$24,722,117.41
	6	 	24-Oct-23	$16,481,411.60
	7	 	24-Apr-24	$8,240,705.79
	8	 	24-Oct-24	$0.00
	 	 	 	 	 


 



    	 	19	 



     


    




 


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)	 	 	 


 






    	 	20	 



     


    

 


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  

         





 


 






    	 	21	 



     


    

 


	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 




 





 






    	 	22	 



     


    

 


	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?

	 	 	 	 	 	 
	 	 	 	 	 	 









    	 	23	 



     


    

 



 


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



 






    	 	24	 



     


    




 


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)




 






    	 	25	 



     


    

 


 


	 	EXECUTION VERSION – QUANTUM OF THE
SEAS






 


 


	Signed by	)	 
	Royal Caribbean Cruises Ltd.	)	 
	(as Borrower)	)	 
	acting by 	)	 
	LUCY SHTENKO	)	/s/
LUCY SHTENKO
	its duly authorised	)	 
	ATTORNEY-IN-FACT	)	 









 


	Signed by 	)	 
	KfW IPEX-Bank GmbH	)	 
	(as Lender and Initial Mandated Lead Arranger)	)	 
	acting by	)	 
	MICHAEL BURGESS	)	/s/ MICHAEL
BURGESS
	 	)	 
	its duly authorised	)	 
	ATTORNEY-IN-FACT	)	 






 


	Signed by	)	 
	BNP Paribas Fortis S.A./N.V.	)	 
	(as Lender and Mandated Lead Arranger)	)	 
	acting
by	)	/s/ THI KAREN CHU VAN
	 	)	Thi
Karen Chu Van
	its
duly authorised	)	Business Management
	 	)	Financing
Solutions Brussels
	 	)	 
	 	)	/s/
XAVIER COULIE
	 	)	Xavier
Coulie
	 	)	Specialised
Finance Belgium









 


	Signed by	)	 
	DNB Bank ASA	)	 
	(as Lender and Mandated Lead Arranger)	)	 
	acting by

        JAN SCHNEIDEREIT
	)	s/
JAN SCHNEIDEREIT
	 	)	 
	its duly authorised	)	 
	ATTORNEY-IN-FACT	)	 









 






     


     


    

 











	 	EXECUTION VERSION – QUANTUM OF THE
SEAS



 





	Signed by 	)	 
	Skandinaviska Enskilda 	)	 
	Banken AB (publ)	)	 
	(as Lender and Mandated Lead Arranger)	)	 
	acting by

         MICHELLE WING YEE TSUI
	)	/s/ MICHELLE WING YEE TSUI
	 	)	 
	its duly authorised	)	 
	ATTORNEY-IN-FACT	)	 



 


	Signed by	)	 
	AKA Ausfuhrkredit – Gesellschaft
mbH	)	 
	(as Lender)	)	 
	acting by

        JAN SCHNEIDEREIT
	)	/s/
JAN SCHNEIDEREIT
	 	)	 
	its duly authorised	)	 
	ATTORNEY-IN-FACT	)	 






 


	Signed by 	)	 
	KfW IPEX-Bank GmbH (as Hermes Agent)	)	 
	acting by

        MICHAEL BURGESS
	)	/s/ MICHAEL
BURGESS
	 	)	 
	its duly authorised	)	 
	ATTORNEY-IN-FACT	)	 






 





	 Signed by	)	 
	KfW IPEX-Bank GmbH (as Facility
Agent)	)	 
	acting by

        MICHAEL BURGESS
	)	/s/ MICHAEL
BURGESS
	 	)	 
	its duly authorised	)	 
	ATTORNEY-IN-FACT	)