<PAGE>
                                                                     Exhibit 4.7


                                            HINKLE, EBERHART & ELKOURI, L.L.C.

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                                     LEASE

                                BY AND BETWEEN

                            CITY OF WICHITA, KANSAS

                                      AND

                         ROYAL CARIBBEAN CRUISES LTD.

                         DATED AS OF DECEMBER 1, 1997

================================================================================

1677850N.003
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                                     LEASE

                                TABLE OF CONTENTS
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             Parties.........................................................      1
             Recitals........................................................      1

                                    ARTICLE I

Section 1.1. Definitions.....................................................      2
Section 1.2. Representations and Covenants by Tenant.........................     10
Section 1.3. Representations and Covenants by Issuer.........................     10

                                   ARTICLE II

Section 2.1. Granting of Leasehold...........................................     11

                                   ARTICLE III

Section 3.1. Basic Rent......................................................     11
Section 3.2. Acquisition of Bonds............................................     11
Section 3.3. Additional Rent.................................................     11
Section 3.4. Rent Payable Without Abatement or Setoff........................     11
Section 3.5. Prepayment of Basic Rent........................................     12
Section 3.6. Deposit of Rent by Trustee......................................     12

                                   ARTICLE IV

Section 4.1. Disposition of Original Proceeds................................     12

                                    ARTICLE V

Section 5.1. Project Contracts...............................................     12
Section 5.2. Payment of Project Costs........................................     13
Section 5.3. Completion of Project...........................................     13
Section 5.4. Deficiency of Project Fund......................................     13
Section 5.5. Surplus in Project Fund.........................................     14
Section 5.6. Right of Entry by Issuer........................................     14
Section 5.7. Machinery and Equipment Purchased by Tenant.....................     14
Section 5.8. Project Property of Issuer......................................     14
Section 5.9. Kansas Retailers' Sales Tax.....................................     14
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                                   ARTICLE VI

Section 6.1.  Impositions...............................................     15
Section 6.2.  Receipted Statements......................................     15
Section 6.3.  Issuer May Not Sell.......................................     15
Section 6.4.  Contest of Impositions....................................     15
Section 6.5.  Ad Valorem Taxes..........................................     15
Section 6.6.  Agreement for Payment in Lieu of Taxes ...................     16
Section 6.7.  Insurance ................................................     16
Section 6.8.  General Insurance Provisions .............................     17

                                   ARTICLE VII

Section 7.1.  Use of Project............................................     18
Section 7.2.  Environmental Provisions..................................     18

                                  ARTICLE VIII

Section 8.1.  Sublease by Tenant........................................     20
Section 8.2.  Assignment by Tenant......................................     20
Section 8.3.  Release of Tenant.........................................     20
Section 8.4.  Mergers and Consolidations with Related Entities..........     20
Section 8.5.  Mergers and Consolidations................................     21
Section 8.6.  Covenant Against Other Assignments........................     21

                                   ARTICLE IX

Section 9.1.  Repairs and Maintenance...................................     21
Section 9.2.  Removal, Disposition and Substitution of Machinery and
                Equipment...............................................     21

                                    ARTICLE X

Section 10.1. Alteration of Project.....................................     23
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                                   ARTICLE XI

Section 11.1. Additional Improvements....................................     23

                                   ARTICLE XII

Section  12.1. Securing of Permits and Authorizations....................     24
Section  12.2. Mechanics' Liens..........................................     24
Section  12.3. Contest of Liens..........................................     24
Section  12.4. Utilities.................................................     24

                                  ARTICLE XIII

Section  13.1. Indemnity.................................................     24

                                   ARTICLE XIV

Section  14.1. Access to Project.........................................     25

                                   ARTICLE XV

Section  15.1. Option to Extend Term.....................................     25

                                   ARTICLE XVI

Section  16.1. Option to Purchase Project................................     26
Section  16.2. Quality of Title and Purchase Price.......................     26
Section  16.3. Closing of Purchase.......................................     26
Section  16.4. Effect of Failure to Complete Purchase....................     27
Section  16.5. Application of Condemnation Awards if Tenant Purchases
                 Project.................................................     27

                                  ARTICLE XVII

Section  17.1. Damage and Destruction....................................     28
Section  17.2. Condemnation..............................................     28

                                  ARTICLE XVIII

Section  18.1. Termination by Reason of Change of Circumstances..........     29
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                                   ARTICLE XIX

Section  19.1. Remedies on Default.......................................     29
Section  19.2. Survival of Obligations...................................     30
Section  19.3. No Remedy Exclusive.......................................     31

                                   ARTICLE XX

Section  20.1. Performance of Tenant's Obligations by Issuer.............     31

                                   ARTICLE XXI

Section  21.1. Surrender of Possession...................................     31

                                  ARTICLE XXII

Section  22.1. Notices...................................................     32

                                  ARTICLE XXIII

Section  23.1. Net Lease.................................................     32
Section  23.2. Funds Held by Trustee After Payment of Bonds..............     32

                                  ARTICLE XXIV

Section  24.1. Rights and Remedies.......................................     32
Section  24.2. Waiver of Breach..........................................     32
Section  24.3. Parties Shall Not Unreasonably Withhold Consents and
                 Approvals...............................................     33

                                   ARTICLE XXV

Section  25.1. Quiet Enjoyment and Possession............................     33

                                  ARTICLE XXVI

Section  26.1. Investment Tax Credit; Depreciation.......................     33
Section  26.2. Financial Information.....................................     33
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                                 ARTICLE XXVII

Section  27.1. Amendments................................................     33
Section  27.2. Granting of Easements.....................................     33
Section  27.3. Security Interests........................................     34
Section  27.4. Construction and Enforcement..............................     34
Section  27.5. Invalidity of Provisions of Lease.........................     34
Section  27.6. Covenants Binding on Successors and Assigns...............     34
Section  27.7. Section Headings..........................................     34
Section  27.8. Execution of Counterparts.................................     34
Section  27.9. Equal Employment Opportunity..............................     35

         Executions, Seals & Acknowledgments.............................     37
         Appendix A - Form of Payment Order
         Schedule I - Property Subject to the Lease

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                                     LEASE

      THIS LEASE, made and entered into as of December 1, 1997 (the "Lease"), by
and between the City of Wichita, Kansas, a municipal corporation of the State of
Kansas (the "Issuer"), and Royal Caribbean Cruises Ltd., a corporation organized
under the laws of Liberia and qualified to conduct its business in the State of
Kansas (the "Tenant").

      WITNESSETH:

      WHEREAS, Issuer is a municipal corporation duly organized and existing
under the laws of the State of Kansas, believing itself to have full lawful
power and authority to enter into this Lease by and through its governing body;
and

      WHEREAS, the governing body of the Issuer adopted an Ordinance on November
25, 1997 (the "Ordinance") providing for the issuance of a series of Bonds to be
designated the "City of Wichita, Kansas, Taxable Industrial Revenue Bonds,
Series XI, 1997 (Royal Caribbean Cruises Ltd.)" in the aggregate principal
amount of $6,000,000 (the "1997 Bonds") for the purpose of acquiring,
purchasing, constructing and equipping a telephone reservation center in an
existing facility located in the City of Wichita, Kansas (the "Project"); and

      WHEREAS, Issuer in furtherance of the purposes and pursuant to the
provisions of the laws of the State, including the Act, and in order to provide
for the industrial and commercial development and welfare of the City of
Wichita, Kansas, and its environs and to provide employment opportunities for
its citizens and to promote the economic stability of the State of Kansas,
intends to:

      (a)   Provide for the acquisition, purchasing, construction and equipping
            of the Project;

      (b)   Lease the Project (as hereinafter defined) to Tenant for the rentals
            and upon the terms and conditions hereinafter set forth; and

      (c)   Issue, for the foregoing purposes, the 1997 Bonds under and pursuant
            to and subject to the provisions of the Act and Indenture (as
            hereinafter defined), said Indenture being incorporated herein by
            reference and authorized by the Ordinance; and

      WHEREAS, Tenant, consistent with the foregoing intent of Issuer, desires
to lease the Project from Issuer for the rentals and upon the terms and
conditions hereinafter set forth;

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein set forth, Issuer and Tenant do hereby covenant and agree
as follows:

1677850N.003
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                                   ARTICLE I

                                  DEFINITIONS

      Section 1.1 Definitions. In addition to the words, terms and phrases
elsewhere defined in this Lease, the following words, terms and phrases as used
herein shall have the following meanings unless the context or use indicates
another or different meaning or intent:

      "Act" means K.S.A. 12-1740 to 12-1749d, inclusive, as amended.

      "Additional Bonds" means any Bonds issued in addition to the 1997 Bonds
pursuant to Section 209 of the Indenture.

      "Additional Rent" means all reasonable or necessary fees, charges and
expenses of the Trustee, all Impositions, all amounts required under Article
XXIV hereof, all other payments of whatever nature which Tenant has agreed to
pay or assume under the provisions of the Lease and all expenses (including
reasonable attorney's fees) incurred by Issuer or Trustee in connection with the
enforcement of any rights under the Lease or the Indenture.

      "Additional Term" shall mean that term commencing on the last day of the
Basic Term and terminating 5 years thereafter.

      "Authorized Tenant Representative" means Vice President, Human Resources,
of Royal Caribbean Cruises Ltd. or such persons at the time designated to act on
behalf of the Tenant as evidenced by written certificate furnished to the Issuer
and the Trustee containing the specimen signature of such person and signed on
behalf of the Tenant by its President, Vice President, Treasurer, Secretary or
any Assistant Secretary. Such certificate may designate an alternate or
alternates, each of whom shall be entitled to perform all duties of the
Authorized Tenant Representative.

      "Bankruptcy Code" means Title 11 of the United States Code, as amended.

      "Basic Rent" means the amount when added to Basic Rent Credits which is
sufficient to pay, on the next Payment Date, all principal of, redemption
premium, if any, and interest on the Bonds which are due and payable on such
Payment Date, and all payments made pursuant to the provisions of Section 3.2 of
the Bond Purchase Agreement.

      "Basic Rent Credits" means all funds on deposit in the Principal and
Interest Payment Account and available for the payment of principal of,
redemption premium, if any, and interest on the Bonds on any Payment Date.

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      "Basic Rent Payment Date" means, for purposes of the 1997 Bonds, each
Payment Date applicable thereto.

      "Basic Term" means that term commencing as of the date hereof and ending
when the principal of, premium, if any and interest on all the Bonds are paid
pursuant to the provisions of the Indenture hereinafter described.

      "Bond Purchase Agreement" means that the Bond Purchase Agreement dated as
of December 1, 1997, between the Issuer and the Original Purchaser.

      "Bonds" means collectively the fully registered 1997 Bonds and any
Additional Bonds.

      "Bond Counsel" means any attorney or firm of attorneys acceptable to the
Trustee, Tenant and Issuer.

      "Bondowner", "Bondholder", "Holder" or "Owner" means the registered owner
of any fully registered Bond.

      "Business Day" means a day which is not a Saturday, Sunday or any day
designated as a holiday by the Congress of the United States or by the
legislature of the State and on which banks in the State are not authorized to
be closed.

      "Certificate of Completion" means a written certificate signed by the
Authorized Tenant Representative stating that (1) the Project has been completed
in accordance with the plans and specifications prepared or approved by Issuer
or Tenant, as the case may be; (2) the Project has been completed in a good and
workmanlike manner; (3) no mechanic's or materialmen's liens have been filed,
nor is there any basis for the filing of such liens, with respect to the
Project; (4) all Improvements constituting a part of the Project are located or
installed upon the Land; and (5) if required by resolutions duly adopted by
Issuer or by applicable building codes, that an appropriate certificate of
occupancy has been issued with respect to the Project.

      "Change of Circumstances" means the occurrence of any of the following
events:

            (1) title to, or the temporary use of, all or any part of the
      Project shall be condemned by any authority exercising the power of
      eminent domain;

            (2) the Project is damaged or destroyed, in whole or in part, by
      fire, theft or other casualty; or

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                                     -3-

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            (3) as a result of changes in the Constitution of the State or of
      legislative or administrative action by the State or any municipal
      corporation thereof, or by the United States, or by reason of any action
      instituted in any court, the Lease shall become void or unenforceable, or
      impossible of performance without unreasonable delay or by reason of such
      change of circumstances, unreasonable burdens or excessive liabilities are
      imposed by the Lease upon Tenant.

      "Completion Date" means the date of completion of the acquisition,
purchase, construction and installation of the Project established as such
pursuant to Section 5.4 hereof.

      "Costs of Issuance" means any and all expenses of whatever nature incurred
in connection with the issuance and sale of the Bonds, including but not limited
to the Trustee's initial fees and expenses, bond and other printing expenses,
and legal fees and expenses of counsel.

      "Default" means any event or condition the occurrence of which, with the
lapse of time or the giving of notice or both, constitutes an Event of Default.

      "Delivery Date" means December 17, 1997.

      "Event of Bankruptcy" means an event whereby the Tenant shall: (i) admit
in writing its inability to pay its debts as they become due; or (ii) file a
petition in bankruptcy or for reorganization or for the adoption of an
arrangement under the Bankruptcy Code as now or in the future amended, or file a
pleading asking for such relief; or (iii) make an assignment for the benefit of
creditors; or (iv) consent to the appointment of a trustee or receiver for all
or a major portion of its property; or (v) be finally adjudicated as bankrupt or
insolvent under any federal or state law; or (vi) suffer the entry of a final
and nonappealable court order under any federal or state law appointing a
receiver or trustee for all or a major part of its property or ordering the
winding-up or liquidation of its affairs, or approving a petition filed against
it under the Bankruptcy Code, which order, if the Tenant has not consented
thereto, shall not be vacated, denied, set aside or stayed within 60 days after
the day of entry; or (vii) suffer a writ or warrant of attachment or any similar
process to be issued by any court against all or any substantial portion of its
property, and such writ or warrant of attachment or any similar process is not
contested, stayed, or is not released within 60 days after the final entry, or
levy or after any contest is finally adjudicated or any stay is vacated or set
aside.

      "Event of Default" means any one of the following events:

      (a) Failure of Tenant to make any payment of Basic Rent at the time and in
the amounts required hereunder and the continuance thereof for more than (i)
five (5) business days after notice of such failure is given to the Tenant by
the Trustee in the case of Basic Rent due with respect to interest on the Bonds,
or (ii) twenty-four (24) hours after notice of such failure is given to the
Tenant by the Trustee in the case of Basic Rent due with respect to premium, if
any, or principal of the Bonds; or

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      (b) Failure of Tenant to make any payment of Additional Rent at the times
and in the amounts required hereunder, or failure to observe or perform any
other covenant, agreement, obligation or provision of the Lease on the Tenant's
part to be observed or performed, if the same is not remedied within ninety (90)
days after the Issuer or the Trustee has given the Tenant written notice
specifying such failure (or such longer period as shall be reasonably required
to correct such default; provided that (i) Tenant has commenced such correction
within said 90-day period, and (ii) Tenant diligently prosecutes such correction
to completion); or

      (c) An Event of Bankruptcy; or

      (d) Tenant abandons the Project.

      "Holder" shall have the same meaning as Bondowner.

      "Hazardous Materials" means

      A. Any hazardous or toxic substances, material or waste;

            (1) designated or defined as a "hazardous waste" pursuant to the
            Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et
            seq. and regulations promulgated thereunder, as amended; or

            (2) designated or defined as a "hazardous substance" pursuant to the
            Comprehensive Environmental Response, Compensation and Liability
            Act, 42 U.S.C. Section 9601 et seq. and regulations promulgated
            thereunder, as amended; or

            (3) designated or defined as a "hazardous substance" pursuant to the
            Clean Water Act, 33 U.S.C. Section 1251 et seq. and regulations
            promulgated thereunder, as amended; or

            (4) designated or defined as a "hazardous air pollutant" pursuant to
            the Clean Air Act, 42 U.S.C. Section 7401 et seq. and regulations
            promulgated thereunder, as amended; or

            (5) designated or defined as a "hazardous waste" or "acutely
            hazardous waste" pursuant to K.S.A. 65-3430 et seq. and regulations
            promulgated thereunder, as amended; and/or

      B. Any substances, materials or waste, without limitation which contain
      gasoline diesel fuel or other petroleum hydrocarbons; and the presence of
      which requires investigation or remediation under any federal, state or
      local statute, regulation, ordinance, order, action or policy or under
      common law.

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<PAGE>

      "Impositions" means all taxes and assessments, general and special, which
may be lawfully taxed, charged, levied, assessed or imposed upon or against or
payable for or in respect of the Project or any part thereof, or any
improvements at any time thereon or Tenant's interest therein, including any new
lawful taxes and assessments not of the kind enumerated above to the extent that
the same are lawfully made, levied or assessed in lieu of or in addition to
taxes or assessments now customarily levied against real or personal property,
and further including all water and sewer charges, assessments and other
governmental charges and impositions whatsoever, foreseen or unforeseen, which
if not paid when due would encumber Issuer's title to the Project.

      "Improvements" means the buildings, improvements, machinery, equipment and
furnishings acquired, constructed or installed with proceeds of the Bonds, as
more particularly described on Schedule I hereto.

      "Indenture" means the Trust Indenture dated as of the date hereof, by and
between the Issuer and the Trustee, as it now exists and as it may from time to
time be amended and supplemented by Supplemental Indentures in accordance with
the provisions thereof.

      "Interest Payment Date" means January 1 and July 1 in each year,
commencing as of July 1, 1998 and terminating when the principal of, redemption
premium, if any, and interest on the Bonds have been fully paid.

      "Issuer" means the City of Wichita, Kansas, a municipal corporation
organized and existing under the laws of the State of Kansas, and its successors
and assigns.

      "Land" means the real property as described on Schedule I hereto.

      "Lease" means this Lease, as it now exists and as it may from time to time
be amended and supplemented in accordance with the provisions thereof and of
Article XII of the Indenture.

      "Net Proceeds" means, when used with respect to any insurance or
condemnation award with respect to the Project, the proceeds from the insurance
or condemnation award remaining after the payment of all expenses (including
attorneys' fees and any extraordinary expenses of the Trustee) incurred in the
collection of such proceeds.

      "1997 Bonds" means the City of Wichita, Kansas, Taxable Industrial Revenue
Bonds, Series XI, 1997 (Royal Caribbean Cruises Ltd.) in the aggregate principal
amount of $6,000,000.

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<PAGE>

      The term "Notice Address" shall mean:

      (1)   With respect to the Tenant:

            Royal Caribbean Cruises Ltd.
            1050 Caribbean Way
            Miami, Florida 33132-2096
            Attn: Vice President, Human Resources

            with a copy to:

            General Counsel
            Royal Caribbean Cruises Ltd.
            1050 Caribbean Way
            Miami, Florida 33132-2096

      (2)   With respect to the Issuer:

            City of Wichita, Kansas
            City Hall - 455 North Main
            Wichita, Kansas  67202
            Attn:  City Clerk

      (3)   With respect to the Trustee:

            INTRUST Bank, N.A.
            100 North Main
            Wichita, Kansas 67202
            Attn:  Corporate Trust Department

      "Notice Representative" means:

            (1) With respect to the Tenant, its Vice President, Human Resources.

            (2) With respect to the Issuer, its duly elected or appointed City
                Clerk.

            (3) With respect to the Trustee, any trust officer thereof.

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<PAGE>

      "Ordinance" means Ordinance No.43-641 of the City of Wichita, Kansas,
which specifically authorizes the issuance of the 1997 Bonds.

      "Original Proceeds" means all proceeds, including accrued interest, if
any, derived from the sale of the Bonds to the Original Purchaser.

      "Original Purchaser" means Royal Caribbean Cruises Ltd., a Liberia
corporation qualified to do business in the State of Kansas.

      "Outstanding" means, as of a particular date, Bonds heretofore issued,
authenticated and delivered, except:

      (a) Bonds theretofore canceled by the Trustee or delivered to the Trustee
for cancellation pursuant to the Indenture;

      (b) Bonds for the payment or redemption of which moneys or investments
have been deposited in trust with the Trustee for the benefit of the Owners of
the Bonds in accordance with the provisions of the Indenture; and

      (c) Bonds in exchange for or in lieu of which other Bonds have been
authenticated and delivered pursuant to the Indenture.

      "Owner" means the registered owner of any fully registered bond.

      "Payment Date" means any date on which the principal of or interest on any
Bonds is payable.

      "Permitted Encumbrances" means and includes any restriction or encumbrance
prohibiting the current or future use of property in connection with the
operation of a gambling facility which consists of multi-game casino-style
gambling on the property.

      "Principal and Interest Payment Account" means that account authorized and
established with the Trustee by the Indenture and designated "City of Wichita,
Kansas Principal and Interest Payment Account (Royal Caribbean Cruises Ltd.)".

      "Principal Payment Date" means January 1, 2008.

      "Project" means and includes the Land and Improvements and any future
Project Additions.

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<PAGE>

      "Project Additions" means any real property improvements, machinery,
equipment or furnishings acquired, constructed or installed from proceeds of any
Additional Bonds authorized and issued pursuant to the Indenture.

      "Project Costs" means those costs incurred in connection with the Project,
including:

            (a) all costs and expenses incident or necessary to the acquisition
      of the Project including such of the improvements as are acquired,
      purchased, constructed, installed or in progress at the date of such
      acquisition;

            (b) fees and expenses of architects, appraisers, surveyors and
      engineers for estimates, surveys, soil borings and soil tests and other
      preliminary investigations and items necessary to the commencement of
      construction, preparation of plans, drawings and specifications and
      supervision of construction, as well as for the performance of all other
      duties of architects, appraisers, surveyors and engineers in relation to
      the construction, furnishing and equipping of the Project or the issuance
      of the Bonds;

            (c) all costs and expenses incurred in constructing, acquiring,
      installing, furnishing or equipping the Project;

            (d) payment of interest actually incurred on any interim financing
      obtained from a lender unrelated to the Tenant for performance of work on
      the Project prior to the issuance of the Bonds;

            (e) Costs of Issuance.

      "Project Fund" means the account authorized and established with the
Trustee pursuant to the Indenture and designated the "City of Wichita, Kansas,
Project Fund (Royal Caribbean Cruises Ltd.)".

      "Project Replacement Fund" means that fund authorized and established with
the Trustee by the Indenture and designated the "City of Wichita, Kansas,
Project Replacement Fund (Royal Caribbean Cruises Ltd.)".

      "Record Date" means the date fifteen days prior to each Principal Payment
Date or Interest Payment Date.

      "State" means the State of Kansas.

      "Tenant" means Royal Caribbean Cruises Ltd., a Liberian corporation duly
qualified to do business in the State, and the successors or assigns to its
interest under the Lease.

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                                     -9-

<PAGE>

      "Trustee" means INTRUST Bank, N.A., Wichita, Kansas, in its capacity as
trustee, bond registrar and fiscal agent and its successor or successors and any
other corporation or association which at the time may be substituted in its
place pursuant to and at the time serving as Trustee under this Indenture.

      Section 1.2 Representations and Covenants by Tenant. Tenant makes the
following covenants and representations as the basis for the undertakings on its
part herein contained:

      (a) Due Organization and Authority of Tenant. Tenant represents that it is
a Liberian corporation, duly authorized and qualified to do business in the
State of Kansas, with lawful power and authority to enter into this Lease,
acting by and through its duly authorized officers.

      (b) Maintenance of Existence by Tenant. The Tenant or other entity into
which it may be merged shall maintain and preserve its existence and
organization as a corporation or other legal entity and its authority to do
business in the State of Kansas and to operate the Project. Tenant shall not
initiate any proceedings of any kind whatsoever to dissolve or liquidate without
(1) securing the prior written consent thereto of the Issuer, which consent will
not be unreasonably withheld, and (2) making provision for the payment in full
of the principal of and interest and redemption premium, if any, on the Bonds.
Tenant covenants to take appropriate steps to extend its corporate existence if
necessary by reason of an impending expiration of corporate existence before the
Bonds are paid.

      (c) No Conflicts. Tenant represents that neither the execution and
delivery of the Lease, the consummation of the transactions contemplated hereby
or thereby, nor the fulfillment of or compliance with the terms and conditions
of the Lease contravenes the Certificate of Incorporation, or Bylaws of the
Tenant, or conflicts with or results in a breach of the terms, conditions or
provisions of any mortgage, debt, agreement, indenture or instrument to which
the Tenant is a party or by which it is bound, or to which it or any of its
properties is subject, or constitutes a default (disregarding any required
notice or the passage of any period of time) under any of the foregoing, or
results in creation or imposition of any lien, charge or encumbrance whatsoever
upon any of the property or assets of the Tenant under the terms of any
mortgage, debt, agreement, indenture or instrument, or violates any existing
law, administrative regulation or court order or consent decree to which the
Tenant is subject.

      (d) Valid Obligations. The Lease constitutes a legal, valid and binding
obligation of the Tenant enforceable in accordance with its terms.

      Section 1.3. Representations and Covenants by Issuer. Issuer makes the
following representations and covenants as the basis for the undertakings on its
part herein contained:

      (a) In the opinion of the City Attorney, it is a municipal corporation
existing under the Constitution and laws of the State of Kansas. To the best of
its knowledge, Issuer has the power to enter into and perform the Lease and the
Indenture and to carry out its obligations hereunder and thereunder.

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                                     -10-

<PAGE>

      (b) It has not, in whole or in part, assigned, leased, hypothecated or
otherwise created any other interest in, or disposed of, or caused any lien,
claim or encumbrance to be placed against, the Project, except for the Lease,
the pledge of the Project pursuant to the Indenture and Permitted Encumbrances.

      (c) Issuer will not during the Basic Term or the Additional Term, in whole
or in part, assign, lease, hypothecate or otherwise create any other interest
in, or dispose of, or cause any lien, claim or encumbrance (other than any
applicable special assessments) to be placed against, the Project, except the
Lease, the pledge of the Project pursuant to the Indenture and Permitted
Encumbrances.

      (d) It has, to the best of its knowledge, duly authorized the execution
and delivery of the Lease and the Indenture and the issuance, execution and
delivery of the 1997 Bonds.

                                  ARTICLE II

      2.1 Granting of Leasehold. Issuer by these presents hereby rents, leases
and lets unto Tenant and Tenant hereby rents, leases and hires from Issuer, for
the rentals and upon and subject to the terms and conditions hereinafter set
forth, the Project for the Basic Term, subject to the restriction that no
existing buildings, nor any new buildings constructed or placed upon the
property, either temporarily or permanently, shall be used for housing the
operation of any multi-game, casino-style gambling on the premises.

                                  ARTICLE III

      3.1 Basic Rent. Issuer reserves and Tenant covenants and agrees to pay to
the Trustee hereinafter and in the Indenture designated, all Basic Rent in
immediately available funds for the account of Issuer and during the Basic Term,
for deposit in the Principal and Interest Payment Account established pursuant
to the Indenture, on or before 10:00 a.m., Miami, Florida time, on the Basic
Rent Payment Date.

      3.2 Acquisition of Bonds. In the event Tenant acquires any Outstanding
Bonds, it may present the same to Issuer for cancellation, and upon such
cancellation, Tenant's obligation to pay Basic Rent shall be reduced
accordingly.

      3.3 Additional Rent. Within Thirty (30) days after receipt of written
notice thereof, Tenant shall pay any Additional Rent.

      3.4 Rent Payable Without Abatement or Setoff. Tenant covenants and agrees
with and for the express benefit of Issuer and the Bondowner that all payments
of Basic Rent and Additional Rent shall be made by Tenant as the same become
due, and that Tenant shall perform all of its obligations, covenants and
agreements hereunder without notice or demand and without abatement, deduction,
setoff, counterclaim, recoupment or defense or any right of termination or
cancellation arising from any circumstance whatsoever, whether now existing or
hereafter arising, and irrespective of whether the

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Improvements shall have been acquired, started or completed, or whether Issuer's
title to the Project or any part thereof is defective or non-existent, and
notwithstanding any failure of consideration or commercial frustration of
purpose, the eviction or constructive eviction of Tenant, any Change of
Circumstances, any change in the tax or other laws of the United States of
America, the State, or any political subdivision of either, any change in
Issuer's legal organization or status, or any default of Issuer hereunder, and
regardless of the invalidity of any action of Issuer or any other event or
condition whatsoever, and regardless of the invalidity of any portion of the
Lease, and Tenant hereby waives the provisions of any statute or other law now
or hereafter in effect contrary to any of its obligations, covenants or
agreements under the Lease or which releases or purports to release Tenant
therefrom. Nothing in the Lease shall be construed as a waiver by Tenant of any
rights or claims Tenant may have against Issuer under the Lease or otherwise,
but any recovery upon such rights and claims shall be had from Issuer
separately, it being the intent of the Lease that Tenant shall be
unconditionally and absolutely obligated to perform fully all of its
obligations, agreements and covenants under the Lease (including the obligation
to pay Basic Rent and Additional Rent) for the benefit of the Bondowners.

      3.5 Prepayment of Basic Rent. Tenant may at any time prepay all or any
part of the Basic Rent without premium or penalty.

      3.6 Deposit of Rent by Trustee. The Trustee shall deposit, use and apply
all payments of Basic Rent and Additional Rent in accordance with the provisions
of the Lease and the Indenture.

                                  ARTICLE IV

      4.1 Disposition of Original Proceeds. The Original Proceeds of the 1997
Bonds shall be paid over to the Trustee for the account of Issuer. The Trustee
shall, first, promptly pay from such Original Proceeds into the Principal and
Interest Payment Account the full amount of any accrued interest and premium, if
any, received upon such sale. The remainder of the proceeds of the 1997 Bonds
shall be deposited by the Trustee in the Project Fund.

                                   ARTICLE V

      5.1 Project Contracts. It is recognized by the parties hereto that prior
to the execution hereof Tenant may have entered into certain contracts with
respect to the acquisition and/or construction of the Project, and that after
the execution hereof, Tenant will enter into certain future contracts with
respect to the acquisition and/or construction of the Project. All of said
contracts are hereinafter referred to as the "Project Contracts". Prior to the
execution hereof, certain work has been or may have been performed pursuant to
said Project Contracts or otherwise. Tenant hereby conveys, transfers and
assigns to Issuer all of Tenant's interest in the Project Contracts and Issuer
hereby designates Tenant as Issuer's agent for the purpose of executing and
performing the Project Contracts. After the execution hereof, Tenant shall cause
the Project Contracts to be fully performed by the contractor(s) thereunder in
accordance with the terms thereof, and Tenant covenants to cause the
Improvements to be acquired, constructed and/or completed in accordance with the
Project Contracts. Tenant warrants that the construction and/or

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acquisition of the Improvements in accordance with said Project Contracts will
result in the Project being suitable for use by Tenant for its purposes. Any and
all amounts received by Issuer, Trustee or Tenant from any of the contractors or
other suppliers by way of breach of contract, refunds or adjustments shall
become a part of and be deposited in the Project Fund.

      5.2 Payment of Project Costs. Issuer hereby agrees to pay the Project
Costs, but solely from the Project Fund, and hereby authorizes and directs the
Trustee to pay for the same, but solely from the Project Fund, from time to
time, upon receipt by the Trustee of a certificate signed by the Authorized
Tenant Representative in the form set forth in Appendix A hereto which is
incorporated herein by reference, provided, however, that the Trustee shall not
be obligated to make any payments hereunder if an Event of Default hereunder has
occurred and is continuing.

      The sole obligation of Issuer under this paragraph shall be to authorize
the Trustee and the Trustee is hereby directed, to make such disbursements upon
receipt of such certificates. The Trustee may rely fully on any such directions
and shall not be required to make any investigation in connection therewith,
except that the Trustee shall investigate requests for reimbursements directly
to the Tenant and shall require such supporting evidence as would be required by
a reasonable and prudent trustee.

      Project Costs which are for the purchase and acquisition of any machinery
and equipment constituting a part of the Project shall be paid upon receipt by
the Trustee of a certificate signed by the Authorized Tenant Representative in
the form provided by Exhibit 2 to Appendix A hereto which is incorporated herein
by reference and accompanied by such additional information as the Trustee may
require provided, however, that the Trustee shall not be obligated to make any
payments hereunder if an Event of Default hereunder has occurred and is
continuing.

      The sole obligation of Issuer under this Section shall be to authorize the
Trustee to make such disbursements upon receipt of said certificates. The
Trustee may rely fully on any such certificate and shall not be required to make
any independent investigation in connection therewith, except that with respect
to requests for reimbursements directly to Tenant, the Trustee shall require
such supporting evidence as would be required by a reasonable and prudent
trustee. All machinery, equipment and/or personal property acquired, in whole or
in part, with funds from the Project Fund pursuant to this section shall be and
become part of the Project.

      5.3 Completion of Project. Tenant warrants that the Project, when
completed, will be necessary or useful in its development for use by Tenant for
its purposes. Tenant covenants and agrees to proceed diligently to complete the
Project. Issuer also covenants and agrees to diligently proceed with the
completion of the Project, provided that Issuer's obligations shall be limited
to the availability of Bond proceeds for such purpose. Upon completion of the
Project, Tenant shall cause the Authorized Tenant Representative to deliver a
Certificate of Completion to the Trustee, and the date of such delivery shall be
the Completion Date.

      5.4 Deficiency of Project Fund. If the Project Fund shall be insufficient
to pay fully all Project Costs and to fully complete the Project, lien free,
Tenant covenants to pay the full amount of any such

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<PAGE>

deficiency by making payments directly to the contractors and to the suppliers
of materials, machinery, equipment, property and services as the same shall
become due, and Tenant shall save Issuer whole and harmless from any obligation
to pay such deficiency.

      5.5 Surplus in Project Fund. Any amount remaining in the Project Fund
after the Certificate of Completion has been delivered to the Trustee, shall be
transferred by the Trustee into the Principal and Interest Payment Account and
used and applied by Trustee for the purposes and at the times authorized by the
Indenture.

      5.6 Right of Entry by Issuer. The duly authorized agents of Issuer and
Trustee shall have the right upon reasonable notice at any reasonable time prior
to the completion of the Project to have access to the Project or any parts
thereof for the purpose of inspecting and supervising the acquisition,
installation or construction thereof.

      5.7 Machinery and Equipment Purchased by Tenant. If no part of the
purchase price of an item of machinery, equipment or personal property is paid
from funds deposited in the Project Fund pursuant to the terms of the Lease or
from the proceeds of the Bonds, then such item of machinery, equipment or
personal property shall not be deemed a part of the Project.

      5.8 Project Property of Issuer. All buildings, improvements and work
constituting a part of the Project, all work and materials on the Project as
such work progresses, and the Project as fully completed, anything under the
Lease which becomes, is deemed to be, or constitutes a part of the Project, and
the Project as repaired, rebuilt, rearranged, restored or replaced by Tenant
under the provisions of the Lease, except as otherwise specifically provided
herein, shall immediately when erected or installed become the absolute property
of Issuer.

      5.9  Kansas Retailers' Sales Tax.

      (a) The parties have entered into the Lease in contemplation that, under
the existing provisions of K.S.A. 79-3606(d) and other applicable laws, sales of
tangible personal property or services purchased in connection with construction
of the Project are entitled to exemption from the tax imposed by the Kansas
Retailers' Sales Tax Act. The parties agree that Issuer shall, with Tenant's
assistance and upon Tenant's request, attempt to promptly obtain from the State
and furnish to the contractors and suppliers an exemption certificate for the
construction of the Project. Tenant covenants that said exemption shall be used
only in connection with the purchase of tangible personal property or services
becoming a part of the Project. The Issuer agrees that the Tenant, in addition
to other contractors and subcontractors working on the Project, will serve as
its own "contractor" within the meaning of K.S.A. 79-3602(r), as it may be
amended from time to time in making any acquisition of tangible personal
property for the Project.

      (b) In the event the exclusion in K.S.A. 79-3606(d) is repealed or held
not applicable to the Lease, then in such event the parties acknowledge that any
tax imposed by the Kansas Retailers Sales Tax Act upon the purchase of tangible
personal property comprising the Project, together with any applicable

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<PAGE>

interest and penalty, shall be paid by the Tenant, as Additional Rent, or the
tax may be paid by the Tenant directly to the retailer at the option of the
Issuer at the time of purchase of said tangible personal property.

                                  ARTICLE VI

      6.1 Impositions. Tenant shall, during the life of the Lease, bear, pay and
discharge, before the delinquency thereof, any and all Impositions. In the event
any Impositions may be lawfully paid in installments, Tenant shall be required
to pay only such installments thereof as become due and payable during the life
of the Lease as and when the same become due and payable. Issuer covenants that
without Tenant's written consent it will not, unless required by law, or
otherwise allowed hereunder, take any action intended to cause or induce the
levying or assessment of any Imposition which Tenant would be required to pay
under this Article and that should any such levy or assessment (other than one
required by law or allowed hereunder) be threatened or occur Issuer shall, at
Tenant's request meet and confer with Tenant as to possible means to prevent any
such levy or assessment.

      6.2 Receipted Statements. Unless Tenant exercises its right to contest any
Impositions in accordance with Section 6.4 hereof, Tenant shall, within thirty
(30) days after the last day for payment, without penalty or interest, of an
Imposition which Tenant is required to bear, pay and discharge pursuant to the
terms hereof, deliver to Issuer a photostatic or other suitable copy of the
statement issued therefor duly receipted to show the payment thereof.

      6.3 Issuer May Not Sell. Issuer covenants that, unless Tenant is in
default under the Lease it will not, without Tenant's written consent, unless
required by law, sell or otherwise part with or encumber (except for Permitted
Encumbrances) its fee or other ownership interest in the Project at any time
during the life of the Lease.

      6.4 Contest of Impositions. Tenant shall have the right, in its own or
Issuer's name or both, to contest the validity or amount of any Imposition by
appropriate legal proceedings instituted at least Ten (10) days before the
Imposition complained of becomes delinquent if, and provided, Tenant (i) before
instituting any such contest, shall give Issuer written notice of its intention
to do so and, if requested in writing by Issuer, shall deposit with the Trustee
a surety bond of a surety company acceptable to Issuer as surety, in favor of
Issuer, or cash, in a sum of at least the amount of the Imposition so contested,
assuring the payment of such contested Impositions together with all interest
and penalties to accrue thereon and costs of suit, and (ii) shall diligently
prosecute any such contest and at all times effectively stays or prevents any
official or judicial sale therefor, under execution or otherwise, and (iii)
promptly pays any final judgment enforcing the Imposition so contested and
thereafter promptly procures record release or satisfaction thereof. Tenant
shall hold Issuer whole and harmless from any costs and expenses Issuer may
incur related to any such contest.

      6.5  Ad Valorem Taxes.

      (a) The parties acknowledge that under the existing provisions of K.S.A.
79-201a, as amended, it is their intention that the property constructed or
purchased with the proceeds of the Bonds, including any Additional Bonds shall
be entitled to exemption from ad valorem taxation for a period of ten

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<PAGE>

(10) calendar years after the calendar year in which the Bonds are issued,
provided proper application is made therefore. Issuer covenants that, except as
otherwise allowed herein, it will not voluntarily take any action intended to
cause or induce the levy or assessment of ad valorem taxes on the Project so
long as the Issuer holds title to said property and any of the Bonds are
outstanding and unpaid or for said ten (10) year period, whichever shall be the
shorter time. Issuer further covenants that it will reasonably cooperate with
Tenant to make all necessary filings regarding the application for such ad
valorem tax exemption on or before March 1 in the calendar year following the
calendar year in which the Bonds were issued, and will cooperate with Tenant in
regard to annual filings from time to time in an effort to maintain such ad
valorem tax exemption in full force and effect, in accordance with K.S.A. 79-210
et seq. and the State Department of Revenue. Notwithstanding any of the
foregoing provisions, if the Tenant fails to demonstrate a good faith effort to
achieve its proposed employment goals or its Equal Opportunity/Affirmative
Action goals, the City may revoke the tax abatement by either imposing payments
in lieu of taxes (which the Tenant hereby agrees to pay) or by declining to make
the annual exemption filing with the County Appraiser's Office.

      (b) The parties hereto acknowledge their understanding that under the
existing provisions of K.S.A. 79-201a, as amended, the property constructed or
purchased with the proceeds of the Bonds (including specifically the Project),
shall be entitled to exemption from ad valorem taxation for the periods
above-described without regard to whether such property is located in an
environmental redevelopment project area created under K.S.A. 12-1771a.
Notwithstanding the parties' understanding, nothing herein shall be deemed to
limit the Issuer's authority to create any such areas pursuant to K.S.A.
12-1771a, nor the Issuer's authority to create redevelopment project areas
pursuant to, K.S.A. 12-1770 et seq., generally.

      6.6 Agreement For Payment in Lieu of Taxes. Commencing in calendar year
2003, Tenant shall make a payment in lieu of taxes to the Issuer in an amount
equal to the ad valorem tax payment that would be due and owing if the foregoing
exemption set forth in Section 6.5 were not in effect.

      6.7 Insurance. Tenant shall and covenants and agrees that it will,
throughout the Basic Term, at its sole cost and expense, keep the following
policies of insurance in full force and effect:

      (a) General accident and public liability insurance (including coverage
for all losses whatsoever arising from the ownership, maintenance, use or
operation of any automobile, truck or other vehicle in or upon the Project)
under which Issuer, Tenant and Trustee shall be named as insureds or additional
named insured, in an amount not less than the then maximum liability of a
government entity for claims arising out of a single occurrence as provided by
the Kansas tort claims act or other similar future law (currently $500,000 per
occurrence); which policy shall provide that such insurance may not be canceled
by the issuer thereof without at least thirty (30) days' advance written notice
to Issuer, Tenant and Trustee, such insurance to be maintained throughout the
life of this Lease;

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<PAGE>
      (b)  Workers' Compensation Insurance;

      (c) With regard to buildings and improvements constituting a part of the
Project, a policy or policies of insurance insuring the Project against fire,
lightning and all other risks covered by the broadest form extended coverage
endorsement then and from time to time thereafter in use in the State to the
Full Insurable Value of the Project. Such policy or policies of insurance shall
name Issuer, Tenant and the Trustee as insureds, as their respective interests
may appear, and all payments received under such policy or policies by Issuer or
Tenant shall be paid over to the Trustee and be deposited in the Project Fund.

      Section 6.8.  General Insurance Provisions.

      (a) Not less than thirty (30) days prior to the expiration dates of the
expiring policies, originals or certificates or acceptable binders of the
policies provided for in this Article, each bearing notations evidencing payment
of the premiums or other evidence of such payment satisfactory to Issuer, shall
be delivered by Tenant to the Trustee. All policies of such insurance and all
renewals thereof shall name Issuer, Tenant and the Trustee as insureds as their
respective interests may appear, shall contain a provision that such insurance
may not be canceled or amended by the issuer thereof without at least thirty
(30) days' written notice to Issuer, Tenant and the Trustee and shall, to the
extent the proceeds from such insurance exceed $100,000, be payable to the
Trustee. Issuer and Tenant each hereby agree to take appropriate steps, be it
the endorsement of checks or otherwise, to cause any such payment made by
insurors to be directed to the Trustee, as long as such payment is required by
this Lease to be made to the Trustee. Any charges made by the Trustee for its
services shall be paid by Tenant.

      (b) Each policy of insurance hereinabove referred to shall be issued by a
nationally recognized responsible insurance company qualified under the laws of
the state to assume the risks covered therein.

      (c) The initial premium on the policies of insurance herein required shall
be paid by Tenant prior to or concurrently with the issuance of the Bonds, or at
such later date as such policies of insurance may be required to be in force
under the terms of this Article, and evidence of such insurance shall be filed
with the Trustee at such time.

      (d) Each policy of insurance hereinabove referred to may be subject to a
reasonable deductible in an amount approved by the Trustee.

      (e) Each policy of insurance required herein may be provided through
blanket policies maintained by Tenant.

      (f) Anything in this Lease to the contrary notwithstanding, Tenant shall
be liable to Issuer and Tenant agrees to indemnify and hold the Issuer harmless
pursuant to the provisions of this Lease or

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<PAGE>

otherwise, from any liability or loss which arises from or is related to any
loss or damage which may have been occasioned by the negligence of Tenant, its
agents or employees.

      (g) The proceeds received pursuant to any such policy of insurance shall
be deposited by the Trustee in accordance with the provisions of Section 17.1 of
this Lease.

                                  ARTICLE VII

      7.1 Use of Project. Subject to the provisions of the Lease, Tenant shall
have the right to use the Project for any and all purposes allowed by law and
contemplated by the Constitution of the State and the Act. Tenant shall comply
with all statutes, laws, ordinances, orders, judgments, decrees, regulations,
directions and requirements of all federal, state, local and other governments
or governmental authorities, now or hereafter applicable to the Project or to
any adjoining public ways, as to the manner of use or the condition of the
Project or of adjoining public ways. Tenant shall comply with the mandatory
requirements, rules and regulations of all insurers under the policies required
to be carried under the provisions of the Lease. Tenant shall pay all costs,
expenses, claims, fines, penalties and damages that may in any manner arise out
of, or be imposed as a result of, the failure of Tenant to comply with the
provisions of this Article.

      7.2 Environmental Provisions.

      A. The Tenant hereby covenants that it will not cause or permit any
Hazardous Materials (as defined herein) to be placed, held, located or disposed
of, on, under or at the Project, other than in the ordinary course of business
and in compliance with all applicable laws.

      B. In furtherance and not in limitation of any indemnity elsewhere
provided to the Issuer hereunder and in the Indenture, the Tenant hereby agrees
to indemnify and hold harmless the Issuer and the Trustee from and against any
and all losses, liabilities, including strict liability, damages, injuries,
expenses, including reasonable attorneys' fees, costs of any settlement or
judgment and claims of any and every kind whatsoever paid, incurred or suffered
by, or asserted against, the Issuer or the Trustee by any person, including any
individual, partnership, joint venture, corporation or other business
enterprise, or any other governmental unit or agency, for, with respect to, or
as a direct or indirect result of, the presence on or under, or the escape,
seepage, leakage, spillage, discharge, emission, discharging or release from the
Project of any Hazardous Material (including, without limitation, any losses,
liabilities, reasonable attorneys' fees, costs of any settlement or judgment or
claims asserted or arising under the Comprehensive Environmental Response,
Compensation and Liability Act, any federal, state or local so-called
"Superfund" or "Super lien" laws, or any other applicable statute, law,
ordinance, code, rule, regulation, order or decree regulating, relating to or
imposing liability, including strict liability, or standards of conduct
concerning, any Hazardous Material) regardless of whether or not caused by or
within the control of the Tenant.

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      C. If the Tenant receives any notice of (i) the happening of any event
involving the use, other than in the ordinary course of business and in
compliance with all applicable laws, spill, release, leak, seepage, discharge or
cleanup of any Hazardous Material on the Project site or in connection with the
Tenant's operations thereon or (ii) any complaint, order, citation or notice of
violations with regard to air emissions, water discharges or any other
environmental matter that could materially adversely affect the Tenant (an
"Environmental Complaint") from any regulatory authority (including, without
limitation, the United States Environmental Protection Agency (the "EPA"), and
the Kansas Department of Health and Environment ("KDHE")) then the Tenant shall
immediately notify the Issuer and the Trustee in writing of said notice.

      D. The Issuer shall have the right, but not the obligation, and without
limitation of the Issuer's other rights under this Agreement, upon reasonable
notice to the Tenant, to enter the Project or to take such actions as deemed
necessary under any applicable environmental law, regulation or order to
inspect, clean up, remove, resolve or minimize the impact of, or to otherwise
deal with, any Hazardous Material or Environmental Complaint following receipt
of any notice from any person, including any individual, partnership, joint
venture, corporation or other business enterprise, or any other governmental
unit or agency, asserting the existence of any Hazardous Material or an
Environmental Complaint pertaining to the Project or any part thereof which, if
true, could result in an order, suit or other action against the Tenant and/or
which, in the reasonable judgment of the Issuer, could jeopardize its interests
under this Lease; provided, that before the Issuer's rights set forth above may
be exercised, the Tenant shall have first been provided a reasonable opportunity
to take appropriate action to deal with such Hazardous Materials or
Environmental Complaint. All reasonable costs and expenses incurred by the
Issuer or Trustee in the exercise of any such rights shall be payable by the
Tenant upon demand.

      E. If an Event of Default shall have occurred and be continuing, the
Tenant at the request of the Issuer or Trustee shall periodically perform (at
the Tenant's expense) an environmental audit and, if reasonably deemed necessary
by the Issuer, an environmental risk assessment, (each of which must be
reasonably satisfactory to the Issuer, of the Project, or the hazardous waste
management practices and/or hazardous waste disposal sites used by the Tenant
with respect to the Project. Said audit and/or risk assessment shall be
conducted by an environmental consultant satisfactory to the Issuer or Trustee.
Should the Tenant fail to perform any such environmental audit or risk
assessment within thirty (30) days of the written request of the Issuer or
Trustee, the Issuer or Trustee shall have the right, but not the obligation, to
retain an environmental consultant to perform any such environmental audit or
risk assessment. All costs and expenses incurred by the Issuer in the exercise
of such rights shall be payable by the Tenant on demand.

      F. The Tenant shall not install nor permit to be installed in the Project
friable asbestos or any banned substance containing asbestos and deemed
hazardous by federal or state regulations applicable to the Project, and
respecting such material, and with respect to any such material currently
present in the Project, shall promptly either (i) remove any such material which
such applicable regulations deem

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<PAGE>

hazardous and require to be removed or (ii) otherwise comply with such
applicable federal and state regulations, at the Tenant's expense. If the Tenant
shall fail to so remove or otherwise comply, the Issuer may declare an Event of
Default and/or do whatever is necessary to eliminate said substances from the
Project or otherwise comply with the applicable law, regulation, or order, and
the costs thereof shall be payable by the Tenant on demand. The Tenant shall
defend, indemnify, and save the Issuer and the Trustee harmless from all costs
and expenses (including consequential damages) asserted or proven against the
Tenant by any Person, as compliance with such regulations. The foregoing
indemnification shall be a recourse obligation of the Tenant and shall survive
the termination of this Lease.

      G. The indemnity provisions of this Section 7.2 shall survive the
termination of the Lease.

                                 ARTICLE VIII

      8.1 Sublease by Tenant. Tenant may sublease portions of the Project to
other entities, with the prior written consent of the Issuer and the Original
Purchaser, which consent shall not be unreasonably withheld. Tenant may sublease
portions of the Project for use by others in the normal course of its business
without prior consent or approval. In the event of any such subleasing, Tenant
shall remain fully liable for the performance of its duties and obligations
hereunder, and no such subleasing and no dealings or transactions between Issuer
or the Trustee and any such subtenant shall relieve Tenant of any of its duties
and obligations hereunder. Any such sublease shall be subject and subordinate to
the provisions of the Lease.

      8.2 Assignment by Tenant. Tenant may assign its interest in the Lease with
the prior written consent of the Issuer and the Original Purchaser, which
consent shall not be unreasonably withheld. In the event of any such assignment,
Tenant shall remain fully liable for the performance of its duties and
obligations hereunder, except to the extent hereinafter provided, and no such
assignment and no dealings or transactions between Issuer or the Trustee and any
such assignee shall relieve Tenant of any of its duties and obligations
hereunder, except as may be otherwise provided in the following sections.

      8.3 Release of Tenant. If, in connection with an assignment by Tenant of
its interests in the Lease pursuant to the preceding section, (l) the holders of
ninety percent (90%) in aggregate principal amount of the Outstanding Bonds
shall file with the Trustee their prior written consent to such assignment, and
(2) the proposed assignee shall expressly assume and agree to perform all of the
obligations of Tenant under the Lease; then and in such event Tenant shall be
fully released from all obligations accruing hereunder after the date of such
assignment.

      8.4 Mergers and Consolidations with Related Entities. Notwithstanding the
provisions of Section 8.2 , if Tenant shall assign its interests in the Lease in
connection with a transaction involving the merger or consolidation of Tenant
with or into, or a sale, lease or other disposition of all or substantially all
of the

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<PAGE>

property of Tenant as an entirety to another person, association, corporation or
other entity, and (l) the Original Purchaser shall file with the Trustee its
prior written consent to such assignment, and (2) the proposed assignee shall
expressly assume and agree to perform all of the obligations of Tenant under the
Lease; then and in such event, consent of the Issuer to such assignment shall
not be required and Tenant shall be fully released from all obligations accruing
hereunder after the date of such assignment.

      8.5 Mergers and Consolidations. Notwithstanding the provisions of Section
8.2 , if Tenant shall assign its interests in the Lease in connection with a
transaction involving the merger or consolidation of Tenant with or into, or a
sale, lease or other disposition of all or substantially all of the property of
Tenant as an entirety to another person, association, corporation or other
entity, and (l) the Original Purchaser shall file with the Trustee its prior
written consent to such assignment, and (2) the proposed assignee shall
expressly assume and agree to perform all of the obligations of Tenant under the
Lease; then and in such event Tenant shall be fully released from all
obligations accruing hereunder after the date of such assignment.

      8.6 Covenant Against Other Assignments. Tenant will not assign or in any
manner transfer its interests under the Lease, nor will it suffer or permit any
assignment thereof by operation of law, except in accordance with the
limitations, conditions and requirements herein set forth.

                                  ARTICLE IX

      9.1 Repairs and Maintenance. Tenant covenants and agrees that it will keep
and maintain the Project and all parts thereof in good condition and repair,
ordinary wear and tear excepted, including but not limited to the furnishing of
all parts, mechanisms and devices required to keep the machinery, equipment and
personal property constituting a part of the Project in good mechanical and
working order, and that during said period of time it will keep the Project and
all parts thereof free from filth, nuisance or conditions unreasonably
increasing the danger of fire.

      9.2 Removal, Disposition and Substitution of Machinery and Equipment.
Tenant shall have the right, provided Tenant is not in default in the payment of
Basic Rent and Additional Rent, to remove and sell or otherwise dispose of any
machinery and equipment which constitutes a part of the Project and which are no
longer used by Tenant or, in the opinion of Tenant, are no longer useful to
Tenant in its operations (whether by reason of changed processes, changed
techniques, obsolescence, depreciation or otherwise), subject, however, to the
following conditions:

      (1) With respect only to such items of machinery and equipment that
originally cost in excess of 10% of the combined aggregate principal amount of
the Bonds then Outstanding under the Indenture, to the following:

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<PAGE>

      (a) Prior to any such removal, Tenant shall deliver to the Trustee a
certificate signed by Tenant (i) containing a complete description, including
the make, model and serial numbers, if any, of any machinery and equipment
constituting a part of the Project which it proposes to remove, (ii) stating
that such removal will not impair the use of the Project or the security for
payment of the Bonds (iii) stating what disposition, if any, of the machinery
and equipment is to be made by Tenant after such removal and the consideration
to be received by Tenant therefor, if any, and (iv) setting forth the original
cost of such machinery and equipment.

      (b) Prior to any such removal, Tenant shall pay the consideration received
by Tenant, if any, for such machinery and equipment as set forth in said
certificate to the Trustee and the Trustee shall deposit such amount in the
Principal and Interest Payment Account.

      (c) Tenant may remove any machinery and equipment constituting a part of
the Project without first complying with the provisions of subparagraph (b)
above; provided, however, that Tenant shall promptly replace any such machinery
and equipment so removed with machinery and equipment of the same or a different
kind but which are capable of performing a similar function or some other
function needed for Tenant's operations at the Project, and the machinery and
equipment so acquired by Tenant to replace such machinery and equipment shall be
deemed a part of the Project. Within Thirty (30) days after any such replacement
by Tenant, Tenant shall deliver to the Trustee a certificate of the Tenant
setting forth a complete description, including make, model and serial numbers,
if any, of the machinery and equipment which Tenant has acquired to replace the
machinery and equipment so removed by Tenant, the cost thereof and that said
machinery and equipment have been installed.

      (2) The provisions of subparagraph 1(a) and (b) above shall not apply with
respect to such items of machinery and equipment that originally cost less than
an amount equal to 10% of the combined aggregate principal amount of the Bonds
then Outstanding under the Indenture. In no event shall Tenant in any calendar
year pursuant to this Subsection (2) remove items of machinery and equipment
having an aggregate original cost in excess of 20% of the combined aggregate
principal amount of the Bonds then Outstanding under the Indenture without the
consent of the Owners of at least 51% of the aggregate principal amount of all
Bonds then Outstanding.

      All machinery and equipment constituting a part of the Project and removed
by Tenant pursuant to this Section shall become the absolute property of Tenant
and may be sold or otherwise disposed of by Tenant without accounting to Issuer
with respect thereto. In all cases, Tenant shall pay all the costs and expenses
of any such removal and shall immediately repair at its expense all damage
caused thereby. Tenant's rights under this Article to remove machinery and
equipment constituting a part of the Project is intended only to permit Tenant
to maintain an efficient operation by the removal of such machinery and
equipment no longer suitable to Tenant's use for any of the reasons set forth in
this paragraph and such right is not to be construed to permit a removal under
any other circumstances and shall not be construed to permit the wholesale
removal of such machinery and equipment by Tenant.

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                                   ARTICLE X

      10.1 Alteration of Project. Tenant shall have and is hereby given the
right, at its sole cost and expense, to make such additions, changes and
alterations in and to any part of the Project as Tenant from time to time may
deem necessary or advisable; provided, however, Tenant shall not make any major
addition, change or alteration which will adversely affect the intended use or
structural strength of any part of the Project. All additions, changes and
alterations made by Tenant pursuant to the authority of this Article shall (a)
be made in a workmanlike manner and in compliance with all laws and ordinances
applicable thereto, (b) when commenced, be prosecuted to completion with due
diligence, and (c) when completed, shall be deemed a part of the Project;
provided, however, that additions of machinery, equipment and/or personal
property of Tenant, not purchased or acquired from funds deposited with the
Trustee hereunder and not constituting a part of the Project shall remain the
separate property of Tenant and may be removed by Tenant prior to expiration of
the Term of the Lease; provided further, however, that all such additional
machinery, equipment and/or personal property which remain in the Project after
the termination of the Lease for any cause other than the purchase of the
Project pursuant to Article XVI hereof shall, upon and in the event of such
termination, become the separate and absolute property of Issuer.

                                  ARTICLE XI

      11.1 Additional Improvements. Tenant shall have and is hereby given the
right, at its sole cost and expense, to construct on the Land or within areas
occupied by the Improvements, or in airspace above the Project, such additional
buildings and improvements as Tenant from time to time may deem necessary or
advisable. All additional buildings and improvements constructed by Tenant
pursuant to the authority of this Article shall, during the Basic Term and any
Additional Term, remain the property of Tenant and may be added to, altered or
razed and removed by Tenant at any time during the Term hereof. Tenant covenants
and agrees (a) to make all repairs and restorations, if any, required to be made
to the Project because of the construction of, addition to, alteration or
removal of, said additional buildings or improvements, (b) to keep and maintain
said additional buildings and improvements in good condition and repair,
ordinary wear and tear excepted (c) to promptly and with due diligence either
raze and remove from the Land, in a good, workmanlike manner, or repair, replace
or restore such of said additional buildings or improvements as may from time to
time be damaged by fire or other casualty, and (d) that all additional buildings
and improvements constructed by Tenant pursuant to this Article which remain in
place after the termination of the Lease for any cause other than the purchase
of the Project pursuant to Article XVI hereof shall, upon and in the event of
such termination, become the separate and absolute property of Issuer.

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<PAGE>

                                  ARTICLE XII

      12.1 Securing of Permits and Authorizations. Tenant shall not do or permit
others under its control to do any work in or in connection with the Project or
related to any repair, rebuilding, restoration, replacement, alteration of or
addition to the Project, or any part thereof, unless all requisite municipal and
other governmental permits and authorizations shall have first been procured and
paid for. All such work shall be done in a good and workmanlike manner and in
compliance with all applicable building, zoning and other laws, ordinances,
governmental regulations and requirements and in accordance with the
requirements, rules and regulations of all insurers under the policies required
to be carried under the provisions of the Lease.

      12.2 Mechanics' Liens. Tenant shall not do or suffer anything to be done
whereby the Project, or any part thereof, may be encumbered by any mechanics' or
other similar lien and if, whenever and so often as any mechanics' or other
similar lien is filed against the Project, or any part thereof, Tenant shall
discharge the same of record within a reasonable time after the date of filing.
Notice is hereby given that Issuer does not authorize or consent to and shall
not be liable for any labor or materials furnished to Tenant or anyone claiming
by, through or under Tenant upon credit, and that no mechanics' or similar lien
for any such labor, services or materials shall attach to or affect the
reversionary or other estate of Issuer in and to the Project, or any part
thereof.

      12.3 Contest of Liens. Tenant, notwithstanding the above, shall have the
right to contest any such mechanics' or other similar lien if within said Thirty
(30) day period stated above it (i) notifies Issuer in writing of its intention
so to do, and if requested by Issuer, deposits with the Trustee a surety bond
issued by a surety company acceptable to Issuer as surety, in favor of Issuer or
cash, in the amount of the lien claim so contested, indemnifying and protecting
Issuer from and against any liability, loss, damage, cost and expense of
whatever kind or nature growing out of or in any way connected with said
asserted lien and the contest thereof, and (ii) diligently prosecutes such
contest, at all times effectively staying or preventing any official or judicial
sale of the Project or any part thereof or interest therein, under execution or
otherwise, and (iii) promptly pays or otherwise satisfies any final judgment
adjudging or enforcing such contested lien claim and thereafter promptly
procures record release or satisfaction thereof.

      12.4 Utilities. All utilities and utility services used by Tenant in, on
or about the Project shall be contracted for by Tenant in Tenant's own name and
Tenant shall, at its sole cost and expense, procure any and all permits,
licenses or authorizations necessary in connection therewith.

                                 ARTICLE XIII

      13.1 Indemnity. Tenant shall and hereby covenants and agrees to indemnify,
protect, defend and save Issuer and the Trustee harmless from and against any
and all claims, demands, liabilities and costs,

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<PAGE>

including attorneys' fees, arising from damage or injury, actual or claimed, of
whatsoever kind or character, to property or persons, occurring or allegedly
occurring in, on or about the Project during the Term hereof, and upon timely
written notice from Issuer or the Trustee, Tenant shall defend Issuer and the
Trustee in any action or proceeding brought thereon; provided, however, that
nothing contained in this Section shall be construed as requiring Tenant to
indemnify Issuer or the Trustee for any claim resulting from any act or omission
of Issuer or the Trustee, or their respective agents and employees.
Notwithstanding any other provisions herein contained, the provisions of this
Section 13.1 shall constitute an agreement between the Issuer and the Tenant,
and for the benefit of the Trustee, which shall survive the termination of the
Lease whether resulting from payment of the Bonds or for any other reason.

                                  ARTICLE XIV

      14.1 Access to Project. Issuer, for itself and its duly authorized
representatives and agents, reserves the right to enter the Project upon
reasonable notice and at all reasonable times during usual business hours
throughout the Basic Term and the Additional Term for the purpose of (a)
examining and inspecting the same, (b) performing such work made necessary by
reason of Tenant's default under any of the provisions of the Lease, and (c)
while an Event of Default is continuing hereunder, for the purpose of exhibiting
the Project to prospective purchasers, lessees or mortgagees. Issuer may, during
the progress of said work mentioned in (b) above, keep and store on the Project
all necessary materials, supplies and equipment and shall not be liable for
necessary inconvenience, annoyances, disturbances, loss of business or other
damage suffered by reason of the performance of any such work or the storage of
such materials, supplies and equipment.

                                  ARTICLE XV

      15.1 Option to Extend Term. Tenant shall have and is hereby given the
right and option, to extend the term of the Lease for the Additional Term with
the written consent of Issuer provided that (a) Tenant shall give Issuer written
notice of its intention to exercise each such option at least Thirty (30) days
prior to the expiration of the Basic Term and (b) Tenant is not in default
hereunder in the payment of Basic Rent or Additional Rent at the time it gives
Issuer such notice or at the time the Additional Term commences. In the event
Tenant exercises any of such options, the terms, covenants, conditions and
provisions set forth in the Lease shall be in full force and effect and binding
upon Issuer and Tenant during the Additional Term except that Tenant covenants
and agrees that the Basic Rent during any extended term herein provided for
shall be the sum of $100.00 per year, payable in advance on the first Business
Day of such Additional Term.

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<PAGE>

                                  ARTICLE XVI

      16.1 Option to Purchase Project. Subject to the provisions of this
Article, Tenant shall have the right and option to purchase the Project at any
time during the Term hereof. Tenant shall exercise its aforesaid option by
giving Issuer written notice of Tenant's election to exercise its option and
specifying the date, time and place of closing, which date (the "Closing Date")
shall neither be earlier than Thirty (30) days nor later than One Hundred Eighty
(180) days after the notice is given. Tenant may not, however, exercise its said
option if Tenant is in default hereunder on the Closing Date.

      16.2 Quality of Title and Purchase Price. If said notice of election to
purchase be given as aforesaid, Issuer shall and covenants and agrees to sell
and convey its interests in and to the Project to Tenant on the Closing Date
free and clear of all liens and encumbrances whatsoever except (a) those to
which the title was subject on the date of Tenant's conveyance to Issuer of the
Project, or to which title became subject with Tenant's written consent, or
which resulted from any failure of Tenant to perform any of its covenants or
obligations under the Lease, (b) taxes and assessments, general and special, if
any, (c) Permitted Encumbrances and (d) the rights, titles and interests of any
party having condemned or who is attempting to condemn title to, or the use for
a limited period of, all or any part of the Project, for the price and sum as
follows (which Tenant shall and covenants and agrees to pay in cash at the time
of delivery of Issuer's deed or other instrument or instruments of transfer to
the Project to Tenant as hereinafter provided):

      (i)   The full amount which is required to provide Issuer and the Trustee
            with funds sufficient, in accordance with the provisions of the
            Indenture, to pay at maturity or to redeem and pay in full (A) the
            principal of all of the Outstanding Bonds, (B) all interest due
            thereon to date of maturity or redemption, whichever first occurs,
            and (C) all costs, expenses and premiums incident to the redemption
            and payment of said Bonds in full, plus

      (ii)  $1,000.00.

Nothing in this Article shall release or discharge Tenant from its duty or
obligation under the Lease to make any payment of Basic Rent or Additional Rent
which, in accordance with the terms of the Lease, becomes due and payable prior
to the Closing Date, or its duty and obligation to fully perform and observe all
covenants and conditions herein stated to be performed and observed by Tenant
prior to the Closing Date.

      16.3 Closing of Purchase. On the Closing Date Issuer shall deliver to
Tenant its special warranty deed or other appropriate instrument or instruments
of conveyance or assignment, properly executed and conveying the Project to
Tenant free and clear of all liens and encumbrances whatsoever except as set
forth in the preceding section above or conveying such other title to the
Project as may be acceptable to Tenant, and then and there Tenant shall pay the
full purchase price

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                                     -26-

<PAGE>

for the Project as follows: (a) the amount specified in clause (i) of Section
16.2 shall be paid to the Trustee who shall deposit the same in the Principal
and Interest Payment Account and shall use the same to pay or redeem the Bonds
and the interest thereon as provided in the Indenture, and (b) the amount
specified in clause (ii) of said Section 16.2 shall be paid to Issuer; provided,
however, nothing herein shall require Issuer to deliver its said special
warranty deed or other appropriate instrument or instruments of assignment or
conveyance to Tenant until after all duties and obligations of Tenant under the
Lease to the date of such delivery have been fully performed and satisfied. Upon
the delivery to Tenant of Issuer's said special warranty deed or other
appropriate instrument or instruments of assignment or conveyance and payment of
the purchase price by Tenant, the Lease shall, ipso facto, terminate.

      16.4 Effect of Failure to Complete Purchase. If, for any reason
whatsoever, the purchase of the Project by Tenant pursuant to valid notice of
election to purchase given as aforesaid is not effected on the Closing Date, the
Lease shall be and remain in full force and effect according to its terms the
same as though no notice of election to purchase had been given, except that:

      (a)   If such purchase is not effected on the Closing Date because of the
            failure or refusal of Tenant to fully perform and observe all of the
            covenants and conditions herein contained on Tenant's part to be
            performed or observed to the Closing Date, Tenant shall be deemed to
            be in default under the Lease and Issuer shall have such rights and
            Tenant shall have such duties and obligations as are stated in
            Article XX hereof with like effect as though written notice of
            default had been given and any grace period for the correction of
            such default had expired and said default remains unsatisfied.

      (b)   If such purchase is not effected on the Closing Date because on said
            date Issuer does not have and is unable to convey to Tenant such
            title to the Project as Tenant is required to accept, the Issuer
            shall use its best efforts to cure any such defect in its title to
            the Project. In the event the Issuer is unable to cure such defect
            in its title to the Project, Tenant shall have the right to cancel
            the Lease forthwith if, but only if, the principal of and interest
            on the Bonds and all costs incident to the redemption and payment of
            the Bonds have been paid in full.

      16.5 Application of Condemnation Awards if Tenant Purchases Project. The
right of Tenant to exercise its option to purchase the Project under the
provisions of this Article shall remain unimpaired notwithstanding any
condemnation of title to, or the use for a limited period of, all or any part of
the Project by a governmental authority other than the Issuer. If Tenant shall
exercise its said option and pay the purchase price as provided in this Article,
all of the condemnation awards received by Issuer after the payment of said
purchase price, less all attorneys' fees and other expenses and costs incurred
by Issuer in connection with such condemnation shall belong and be paid to
Tenant.

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<PAGE>

                                 ARTICLE XVII

      17.1  Damage and Destruction.

      (a) If, during the Basic Term, the Project is damaged or destroyed, in
whole or in part, by fire or other casualty, the Tenant shall promptly notify
the Issuer and the Trustee in writing as to the nature and extent of such damage
or loss and whether it is practicable and desirable to rebuild, repair, restore
or replace such damage or loss.

      (b) If the Tenant shall determine that such rebuilding, repairing,
restoring or replacing is practicable and desirable, the Tenant shall forthwith
proceed with and complete with reasonable dispatch such rebuilding, repairing,
restoring or replacing. In such case, any Net Proceeds of casualty insurance
received with respect to any such damage or loss to the Project shall be paid to
the Trustee and shall be deposited in the Project Replacement Fund and shall be
used and applied for the purpose of paying the cost of such rebuilding,
repairing, restoring or replacing such damage or loss. Any amount remaining in
the Project Replacement Fund after such rebuilding, repairing, restoring or
replacing shall be deposited into the Principal and Interest Payment Account.

      (c) If the Tenant shall determine that rebuilding, repairing, restoring or
replacing the Project is not practicable and desirable, any Net Proceeds of
casualty insurance received with respect to any such damage or loss to the
Project shall be paid into the Principal and Interest Payment Account. The
Tenant agrees that it shall be reasonable in exercising its judgment pursuant to
this subsection (c).

      (d) The Tenant shall not, by reason of its inability to use all or any
part of the Project during any period in which the Project is damaged or
destroyed, or is being repaired, rebuilt, restored or replaced nor by reason of
the payment of the costs of such rebuilding, repairing, restoring or replacing,
be entitled to any reimbursement or any abatement or diminution of the Basic
Rent or Additional Rent payable by the Tenant under the Lease nor of any other
obligations of the Tenant under the Lease except as expressly provided in this
Section.

      17.2 Condemnation.

      (a) If, during the Basic Term title to, or the temporary use of, all or
any part of the Project shall be condemned by any authority exercising the power
of eminent domain, the Tenant shall, within 90 days after the date of entry of a
final order in any eminent domain proceedings granting condemnation, notify the
Issuer and the Trustee in writing as to the nature and extent of such
condemnation and whether it is practicable and desirable to acquire or construct
substitute improvements.

      (b) If the Tenant shall determine that such substitution is practicable
and desirable, the Tenant shall forthwith proceed with and complete with
reasonable dispatch the acquisition or construction of such substitute
improvements. In such case, any Net Proceeds received from any award or awards
with respect

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                                     -28-

<PAGE>

to the Project or any part thereof made in such condemnation or eminent domain
proceedings shall be paid to the Trustee and shall be deposited in the Project
Replacement Fund and shall be used and applied for the purpose of paying the
cost of such substitution. Any amount remaining in the Project Replacement Fund
after such acquisition or construction shall be deposited into the Principal and
Interest Payment Account.

      (c) If the Tenant shall determine that it is not practicable and desirable
to acquire or construct substitute improvements, any Net Proceeds of
condemnation awards received by the Tenant shall be paid into the Principal and
Interest Payment Account. The Tenant agrees that it shall be reasonable in
exercising its judgment pursuant to this subsection (c).

      (d) The Tenant shall not, by reason of its inability to use all or any
part of the Project during any such period of restoration or acquisition nor by
reason of the payment of the costs of such restoration or acquisition, be
entitled to any reimbursement or any abatement or diminution of the Basic Rent
or Additional Rent payable by the Tenant under the Lease nor of any other
obligations hereunder except as expressly provided in this Section.

      (e) The Issuer shall cooperate fully with the Tenant in the handling and
conduct of any prospective or pending condemnation proceedings with respect to
the Project or any part thereof. In no event will the Issuer voluntarily settle
or consent to the settlement of any prospective or pending condemnation
proceedings with respect to the Project or any part thereof without the written
consent of the Tenant; provided that nothing herein shall be deemed to adversely
affect any condemnation proceedings initiated by the Issuer for its own intents
and purposes.

                                 ARTICLE XVIII

      18.1 Termination by Reason of Change of Circumstances. If, at any time
during the Basic Term, a Change of Circumstances occurs, then and in such event
Tenant shall have the option to purchase the Project pursuant to Article XVI
hereof or option to terminate the Lease by giving Issuer notice of such
termination within Ninety (90) days after Tenant has actual knowledge of the
event giving rise to such option; provided, however, that such termination shall
not become effective unless and until none of the Bonds are Outstanding.

                                  ARTICLE XIX

      19.1 Remedies on Default. Whenever any Event of Default shall have
happened and be continuing, the Issuer may take any one or more of the following
remedial actions:

      (a) By written notice to the Tenant upon acceleration of maturity of the
Bonds as provided in the Indenture, the Trustee may declare the aggregate amount
of all unpaid Basic Rent or Additional Rent then or thereafter required to be
paid under the Lease by the Tenant to be immediately due and payable as damages
from the Tenant, whereupon the same shall become immediately due and payable by
the Tenant.

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      (b) Give Tenant written notice of intention to terminate the Lease on a
date specified therein, which date shall not be earlier than Ten (10) days after
such notice is given and, if all Events of Default have not then been cured on
the date so specified, Tenant's rights to possession of the Project shall cease,
and the Lease shall thereupon be terminated, and Issuer may re-enter and take
possession of the Project as of Issuer's former estate; or

      (c) without terminating the term hereof, or the Lease, re-enter the
Project or take possession thereof pursuant to legal proceedings or pursuant to
any notice provided for by law, and having elected to re-enter or take
possession of the Project without terminating the term or the Lease, Issuer
shall use reasonable diligence to relet the Project, or parts thereof, for such
term or terms and at such rental and upon such other terms and conditions as
Issuer may deem advisable, with the right to make alterations and repairs to the
Project, and no such re-entry or taking of possession of the Project by Issuer
shall be construed as an election on Issuer's part to terminate the Lease, and
no such re-entry or taking of possession by Issuer shall relieve Tenant of its
obligation to pay Basic Rent or Additional Rent (at the time or times provided
herein), or of any of its other obligations under the Lease, all of which shall
survive such re-entry or taking of possession, and Tenant shall continue to pay
the Basic Rent and Additional Rent provided for in the Lease until the end of
the Term, whether or not the Project shall have been relet, less the net
proceeds, if any, of any reletting of the Project after deducting all of
Issuer's expenses incurred in connection with such reletting, including without
limitation, all repossession costs, brokerage commissions, legal expenses,
expenses of employees, alteration costs and expenses of preparation of the
Project for reletting.

      Net proceeds of any reletting shall be deposited in the Principal and
Interest Payment Account. Having elected to re-enter or take possession of the
Project pursuant to subsection (c) hereunder, Issuer may (subject, however, to
any restrictions against termination of the Lease in the Indenture), by notice
to Tenant given at any time thereafter while Tenant is in default in the payment
of Basic Rent or Additional Rent or in the performance of any other obligation
under the Lease, elect to terminate the Lease in accordance with subsection (b)
hereunder. If, in accordance with any of the foregoing provisions of this
Article, Issuer shall have the right to elect to re-enter and take possession of
the Project, Issuer may enter and expel Tenant and those claiming through or
under Tenant and remove the property and effects of both or either (forcibly if
necessary) without being guilty of any manner of trespass and without prejudice
to any remedies for arrears of Basic Rent or Additional Rent or preceding breach
of covenant.

      19.2 Survival of Obligations. Tenant covenants and agrees with Issuer and
the Bondowner that until the Bonds and the interest thereon and redemption
premium, if any, are paid in full or provision made for the payment thereof in
accordance with the Indenture, its obligations under the Lease shall survive the
cancellation and termination of the Lease, for any cause, and that Tenant shall
continue to pay Basic Rent and Additional Rent and perform all other obligations
provided for in the Lease, all at the time or times provided in the Lease.

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      19.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to
the Issuer is intended to be exclusive of any other available remedy or
remedies, but each and every such remedy shall be cumulative and shall be in
addition to every other remedy given under the Lease or now or hereafter
existing at law or in equity or by statute, subject to the provisions of the
Indenture. No delay or omission to exercise any right or power accruing upon any
Event of Default shall impair any such right or power, or shall be construed to
be a waiver thereof, but any such right or power may be exercised from time to
time and as often as may be deemed expedient. In order to entitle the Issuer to
exercise any remedy reserved to it in this Article, it shall not be necessary to
give any notice, other than notice required herein.

                                  ARTICLE XX

      20.1 Performance of Tenant's Obligations by Issuer. If Tenant shall fail
to keep or perform any of its obligations as provided in the Lease, then Issuer
or Trustee may (but shall not be obligated to do so) upon the continuance of
such failure on Tenant's part for Ninety (90) days after notice of such failure
is given Tenant by Issuer or the Trustee and without waiving or releasing Tenant
from any obligation hereunder, as an additional but not exclusive remedy, make
any such payment or perform any such obligation, and Tenant shall reimburse
Issuer for all sums so paid by Issuer or Trustee and all necessary or incidental
costs and expenses incurred by Issuer in performing such obligations through
payment of Additional Rent. If such Additional Rent is not so paid by Tenant
within ninety (90) days of demand, Issuer shall have the same rights and
remedies provided for in Article XVII in the case of default by Tenant in the
payment of Basic Rent.

                                  ARTICLE XXI

      21.1 Surrender of Possession. Upon accrual of Issuer's right of re-entry
as the result of an uncured Event of Default hereunder or upon the cancellation
or termination of the Lease by lapse of time or otherwise, Tenant shall
peacefully surrender possession of the Project to Issuer in good condition and
repair, ordinary wear and tear excepted; provided, however, Tenant shall have
the right, prior to or within Sixty (60) days after the termination of the
Lease, to remove from or about the Project the buildings, improvements,
machinery, equipment, personal property, furniture and trade fixtures which
Tenant owns under the provisions of the Lease and not constituting a part of the
Project. All repairs to and restorations of the Project required to be made
because of such removal shall be made by and at the sole cost and expense of
Tenant. All buildings, improvements, machinery, equipment, personal property,
furniture and trade fixtures owned by Tenant and which are not so removed from
or about the Project prior to or within Sixty (60) days after the termination of
the Lease shall become the separate and absolute property of Issuer.

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                                  ARTICLE XXII

      22.1 Notices. All notices required or desired to be given hereunder shall
be in writing and shall be delivered in person to the Notice Representative or
mailed by registered or certified mail, return receipt requested, to the Notice
Address. All notices given by certified or registered mail as aforesaid shall be
deemed duly given as of the date they are received.

                                 ARTICLE XXIII

      23.1 Net Lease. The parties hereto agree (a) that the Lease is intended to
be a net lease, (b) that the payments of Basic Rent and Additional Rent are
designed to provide Issuer and the Trustee with funds adequate in amount to pay
all principal of and interest on the Bonds as the same become due and payable
and to pay and discharge all of the other duties and obligations imposed upon,
or assumed by, Tenant as set forth herein, and (c) that to the extent that the
payments of Basic Rent and Additional Rent are not adequate to provide Issuer
and the Trustee with funds sufficient for the purposes aforesaid, Tenant shall
be obligated to pay, and it does hereby covenant and agree to pay, upon demand
therefor, as Additional Rent, such further sums of money as may from time to
time be required for such purposes.

      23.2 Funds Held by Trustee After Payment of Bonds. If, after the principal
of and interest on the Bonds and all costs incident to the payment of Bonds have
been paid in full, the Trustee holds unexpended funds received in accordance
with the terms hereof, such unexpended funds shall, except as otherwise provided
in the Lease and the Indenture and after payment therefrom to Issuer of any sums
of money then due and owing by Tenant under the terms of the Lease, be the
absolute property of and be paid over forthwith to Tenant.

                                 ARTICLE XXIV

      24.1 Rights and Remedies. The rights and remedies reserved by Issuer and
Tenant hereunder and those provided by law shall be construed as cumulative and
continuing rights. No one of them shall be exhausted by the exercise thereof on
one or more occasions. Issuer and Tenant shall each be entitled to specific
performance and injunctive or other equitable relief for any breach or
threatened breach of any of the provisions of the Lease, notwithstanding the
availability of an adequate remedy at law, and each party hereby waives the
right to raise such defense in any proceeding in equity.

      24.2 Waiver of Breach. No waiver of any breach of any covenant or
agreement herein contained shall operate as a waiver of any subsequent breach of
the same covenant or agreement or as a waiver of any breach of any other
covenant or agreement, and in case of a breach by either party of any covenant,
agreement or undertaking, the nondefaulting party may nevertheless accept from
the other any payment or payments or performance hereunder without in any way
waiving its right to exercise any of its rights and remedies provided for herein
or otherwise with respect to any such default or defaults which were in
existence at the time such payment or payments or performance were accepted by
it.

1677850N.003

                                     -32-

<PAGE>

      24.3 Parties Shall Not Unreasonably Withhold Consents and Approvals.
Wherever in the Lease it is provided that Issuer shall, may or must give its
approval or consent, or execute supplemental agreements, exhibits or schedules,
Issuer shall not unreasonably, arbitrarily or unnecessarily withhold or refuse
to give such approvals or consents or refuse to execute such supplemental
agreements, exhibits or schedules. Wherever in the Lease it is provided that
Tenant shall, may or must give its approval or consent, or execute supplemental
agreements, exhibits or schedules, Tenant shall not unreasonably, arbitrarily or
unnecessarily withhold or refuse to give such approvals or consents or refuse to
execute such supplemental agreements, exhibits or schedules, nor will Tenant
unreasonably, arbitrarily or unnecessarily delay giving such approvals or
consents.

                                  ARTICLE XXV

      25.1 Quiet Enjoyment and Possession. Issuer covenants that so long as
Tenant shall not be in default under the Lease, Tenant shall and may peaceably
and quietly have, hold and enjoy the Project.

                                 ARTICLE XXVI

      26.1 Investment Tax Credit; Depreciation. Tenant shall be entitled to
claim the full benefit of (l) any investment credit against federal or state
income tax allowable with respect to expenditures of the character contemplated
hereby under any federal or state income tax laws now or from time to time
hereafter in effect, and (2) any deduction for depreciation with respect to the
Project from federal or state income taxes. Issuer agrees that it will upon
Tenant's request execute all such elections, returns or other documents which
may be reasonably necessary or required to more fully assure the availability of
such benefits to Tenant.

      26.2 Financial Information. So long as the Bonds are Outstanding and
unpaid and subject to the terms of the Indenture, the Tenant shall, within one
hundred eighty (180) days after the close of each fiscal year, furnish to the
Trustee and the Issuer the Tenant's audited consolidated financial statements
for the year then ended prepared by an independent certified public accountant.

                                 ARTICLE XXVII

      27.1 Amendments. The Lease may be amended, changed or modified by an
agreement in writing executed by Issuer and Tenant, in accordance with the
provisions of Article XII of the Indenture.

      27.2 Granting of Easements. If no Event of Default under the Lease shall
have happened and be continuing, Tenant may, at any time or times, (a) grant
easements, licenses and other rights or privileges in the nature of easements
with respect to any property included in the Project, free from any rights of
Issuer or the Bondowners, or (b) release existing easements, licenses,
rights-of-way and other rights or privileges, all with or without consideration
and upon such terms and conditions as Tenant shall determine, and Issuer agrees,
to the extent that it may legally do so, that it will execute and deliver any
instrument necessary or appropriate to confirm and grant or release any such
easement, license, right-of-way or other right or

1677850N.003

                                     -33-

<PAGE>

privilege or any such agreement or other arrangement, upon receipt by Issuer of:
(i) a copy of the instrument of grant or release or of the agreement or other
arrangement, (ii) a written application signed by the Authorized Tenant
Representative requesting such instrument and (iii) a certificate executed by
Tenant stating (a) that such grant or release is not detrimental to the proper
conduct of the business of Tenant, and (bb) that such grant or release will not
impair the effective use or interfere with the efficient and economical
operation of the Project and will not materially adversely affect the security
of the Bondowners. If the instrument of grant shall so provide, any such
easement or right and the rights of such other parties thereunder shall be
superior to the rights of Issuer and the Bondowners and shall not be affected by
any termination of the Lease or default on the part of Tenant hereunder. If no
Event of Default shall have happened and be continuing, any payments or other
consideration received by Tenant for any such grant or with respect to or under
any such agreement or other arrangement shall be and remain the property of
Tenant, but, in the event of the termination of the Lease or continuing Event of
Default, all rights then existing of Tenant with respect to or under such grant
shall inure to the benefit of and be exercisable by Issuer.

      27.3 Security Interests. Issuer and Tenant agree to execute and deliver
all instruments (including financing statements and statements of continuation
thereof) necessary for perfection of and continuance of the security interest of
Issuer in and to the Project. The Trustee shall file or cause to be filed all
such instruments required to be so filed and shall continue or cause to be
continued the liens of such instruments for so long as the Bonds shall be
Outstanding.

      27.4 Construction and Enforcement. The Lease shall be construed and
enforced in accordance with the laws of the State. The provisions of the Lease
shall be applied and interpreted in accordance with the rules of interpretation
set forth in the Indenture. Wherever in the Lease it is provided that either
party shall or will make any payment or perform or refrain from performing any
act or obligation, each such provision shall, even though not so expressed, be
construed as an express covenant to make such payment or to perform, or not to
perform, as the case may be, such act or obligation.

      27.5 Invalidity of Provisions of Lease. If, for any reason, any provision
hereof shall be determined to be invalid or unenforceable, the validity and
effect of the other provisions hereof shall not be affected thereby.

      27.6 Covenants Binding on Successors and Assigns. The covenants,
agreements and conditions herein contained shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.

      27.7 Section Headings. The section headings hereof are for the convenience
of reference only and shall not be treated as a part of the Lease or as
affecting the true meaning of the provisions hereof. The reference to section
numbers herein or in the Indenture shall be deemed to refer to the numbers
preceding each section.

      27.8 Execution of Counterparts. The Lease may be executed simultaneously
in multiple counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.

1677850N.003

                                     -34-

<PAGE>

      27.9 Equal Employment Opportunity. The Tenant covenants and agrees for
itself, its principals, if any, successors and assigns that it shall not
unlawfully discriminate against any person or group thereof upon the basis of
race, color, religion, sex or national origin in its use or occupancy of the
Project, and the Tenant further agrees that, in compliance with all applicable
laws, it shall be bound by, among others, the following duties and obligations
in its use of occupancy of the Project:

      (a) The Tenant will not unlawfully discriminate against any employee or
applicant for employment because of race, color, religion, sex or national
origin. The Tenant will take affirmative action to insure that the applicants
are employed and that employees are treated during employment without regard to
their race, color, religion, sex or national origin. Such action shall include,
but not be limited to the following: employment, upgrading, demotion or
transfer; recruitment or recruitment advertising; layoff or terminations; rates
of pay or other forms of compensation; and selection for training, including
apprenticeship. The Tenant agrees to post in conspicuous places available to
employees and applicants for employment notice setting forth the provisions of
this nondiscrimination clause.

      (b) The Tenant will, in all solicitation or advertisements for employees
placed by or on behalf of the Tenant, state that all qualified applicants shall
receive consideration for employment without regard to race, color, religion,
sex or national origin.

      (c) The Tenant will send to each labor union or representative of workers
with which they have a collective bargaining agreement or other contract or
understanding in connection with the Project a notice to be provided advising
the labor union or worker's representative of the Tenant's commitments to Equal
Employment Opportunity and nondiscriminatory treatment of persons or groups of
persons as above defined, and Tenant shall post copies in conspicuous places
available to employees and applicants for employment.

      (d) The Tenant will comply with all provisions of the Civil Rights Act of
1964, as amended, 42 United States Code 2000, et seq.; Executive Order 11246, as
well as the rules and regulations issued pursuant thereto; the Kansas Act
against Discrimination, K.S.A. 44-1001, et seq., as amended; and any ordinances
of the City of Wichita presently existing or to be hereinafter enacted providing
for Equal Employment Opportunity and Nondiscrimination for all persons.

      (e) The Tenant will furnish all information and reports required by the
federal, state and municipal laws last above mentioned, and by the rules,
regulations and orders issued pursuant thereto, and will permit access to its
books, records and accounts by Issuer for the purpose of investigation to
ascertain compliance with such laws.

      (f) In the event of noncompliance with any of the requirements of this
Section or with any of the said rules, regulations or orders, the Tenant may be
declared ineligible for further use of Industrial Revenue Bonds issued by
Issuer. Issuer shall in such case be also entitled to the use of such other
sanctions as may be imposed or remedies provided by law, including equitable
relief in the nature of injunction or other appropriate remedies, provided that
in no event shall breach or violation of any of the requirements of this
section, or any of said rules, regulations or orders be deemed an Event of
Default under this Lease. In the

1677850N.003

                                     -35-

<PAGE>

event Tenant is found to have breached or violated any of the requirements of
this Section any costs or expenses incurred by Issuer in the course of enforcing
the same shall be reimbursed by the Tenant upon demand therefor by the Issuer by
making payment for the same directly to the Issuer.

                 [Remainder of page left blank intentionally]

1677850N.003

                                     -36-

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed these presents and
have caused the same to be dated as of the day and year first above written.

                                    CITY OF WICHITA, KANSAS

                                    By: /S/ Bob Knight
                                       -----------------------
[SEAL]                                 Bob Knight, Mayor

ATTEST:
/s/ Pat Burnett
------------------------------
Pat Burnett, City Clerk
                                                "ISSUER"

                                ACKNOWLEDGMENT

STATE OF KANSAS         )
                        ) ss:
SEDGWICK COUNTY         )

      BE IT REMEMBERED that on this 8th day of December, 1997, before me, a
notary public in and for said County and State, came Bob Knight, Mayor of the
City of Wichita, Kansas, a municipal corporation of the State of Kansas, and Pat
Burnett, City Clerk of said City, who are personally known to me to be the same
persons who executed, as such officers, the within instrument on behalf of said
City, and such persons duly acknowledged the execution of the same to be the act
and deed of said City.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal, the day and year last above written.

                                           /s/ Sandra K. Snider
                                          -------------------------------------
                                          Notary Public in and for  said County
                                          and State
       [seal]

My Appointment Expires:
                       ------------------------------

1677850N.003

                                     -37-

<PAGE>

                                          ROYAL CARIBBEAN CRUISES LTD.

                                          By: /s/ Richard J. Glasier
                                             ---------------------------------
                                          Name: /s/ Richard J. Glasier
                                          Title: Executive Vice President &
                                                 Chief Financial Officer


                                                "TENANT"

STATE OF FLORIDA        )
                        ) SS:
 DADE    COUNTY         )
------

      BE IT REMEMBERED that on this 15th day of December, 1997, before me, a
notary public in and for said County and State, came Richard J. Glasier,
Executive Vice President & Chief Financial Officer of Royal Caribbean Cruises
Ltd., a Liberian corporation, on behalf and acknowledged to me that they
executed the same for the purposes therein expressed, acting for and on behalf
of said corporation, each in his capacity as such officer.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal, the day and year last above written.

                               /s/ Stephanie Levy
                             -----------------------------------------------
                             Notary Public in and for said County and State

My Appointment Expires:         10/31/2000
                       --------------------------------        [seal]



                                     -38-

<PAGE>

                                  APPENDIX A

               Form of Certificate for Payment of Project Costs

                             CITY OF WICHITA, KANSAS
                                  PROJECT FUND
                         (ROYAL CARIBBEAN CRUISES LTD.)
                              PAYMENT ORDER NO. __

INTRUST Bank, N.A.
100 North Main
Wichita, Kansas 67202

Dear Sir:

      You are hereby authorized and directed by the undersigned, the Authorized
Tenant Representative, acting on behalf of Royal Caribbean Cruises Ltd. (the
"Tenant") to disburse funds held by you as Trustee in the above mentioned
Project Fund for the purposes and in the amounts set forth in the Payment
Schedules attached hereto and incorporated herein by reference (the "Payment
Schedules").

      I hereby certify that the amounts requested in the attached Payment
Schedules have either been advanced by the Tenant or are justly due to
contractors, subcontractors, suppliers, vendors, materialmen, engineers,
architects or other persons named in the Payment Schedules who have performed
necessary and appropriate work in connection with the design of or the
installation of machinery, equipment or personal property, or have furnished
necessary and appropriate materials in the construction or acquisition of land,
buildings and improvements constituting a part of the Project. I further certify
that the fair value of such work or materials, machinery and equipment is not
exceeded by the amount requested.

      I further certify that, except for the amounts set forth in the Payment
Schedules, there is no outstanding indebtedness which is now due and payable for
labor, wages, materials, supplies or services in connection with the
construction of said buildings and improvements or the purchase and/or
installation of machinery, equipment and personal property which, if unpaid,
might become the basis of a vendor's, mechanic's, laborer's or materialmen's
statutory or other similar lien upon the Project or any part thereof.

      I further certify that no part of the amounts set forth in the Payment
Schedules have been the basis for any previous withdrawal of any moneys from the
said Project Fund.

1677850N.003

                            Appendix A - Page 1

<PAGE>

      I further certify that each of the representations and covenants on the
part of the Tenant contained in the Lease dated as of December 1, 1997, by and
the City of Wichita, Kansas, as Issuer and the Tenant were, on the date of said
Lease, and on the date hereof, true and correct in all respects and are being
complied with in every respect.

      I further certify that the amounts set forth in the Payment Schedules
constitute Project Costs.

      EXECUTED at Wichita, Kansas, this ____ day of __________, 19__.


                                          ---------------------------------
                                          Authorized Tenant Representative

1677850N.003

                            Appendix A - Page 2

<PAGE>

                     EXHIBIT 1 - Payment Order No. 1

                               PAYMENT SCHEDULE

      I hereby request payment of the amounts specified below to the payees
whose names and addresses are stated below, and I certify that the description
of the purchase or nature of each payment is reasonable, accurate and complete:

                               PAYMENT SCHEDULE

<TABLE>
<CAPTION>
Payee Name  Payee Address     Purpose of Payment     Amount
----------  -------------     ------------------     ------
<S>         <C>               <C>                    <C>
      TOTAL
</TABLE>

                                                         --------
1677850N.003                                             Initials

                            Appendix A - Page 3

<PAGE>

                       EXHIBIT 2 - Payment Order No. ____

                                PAYMENT SCHEDULE
                           FOR MACHINERY AND EQUIPMENT

      I hereby request payment of the amounts specified below to the payees
whose names and addresses are stated below, and I certify that the description
of the purchase or nature of each payment is reasonable, accurate and complete:

                               PAYMENT SCHEDULE

<TABLE>
<CAPTION>
Payee Name  Payee Address      Description of Equipment     Amount
----------  -------------      ------------------------     ------
<S>         <C>                <C>                          <C>
</TABLE>

                                                            --------
1677850N.003                                                Initials

                            Appendix A - Page 4

<PAGE>

                                  SCHEDULE I

            SCHEDULE I TO THE TRUST INDENTURE OF THE CITY OF WICHITA, KANSAS,
            AND INTRUST BANK, N.A., WICHITA, KANSAS, AS TRUSTEE, DATED AS OF
            DECEMBER 1, 1997 AND TO THE LEASE DATED AS OF DECEMBER 1, 1997 BY
            AND BETWEEN SAID CITY AND ROYAL CARIBBEAN CRUISES LTD.

                           PROPERTY SUBJECT TO LEASE

      (a) The following described real property located in Sedgwick County,
Kansas, to wit:

      Lots 1, 2 and 3, Rock Island Industrial Park Addition, Wichita, Sedgwick
County, Kansas.

      (b) All buildings, improvements, machinery, equipment and furnishings
purchased with the proceeds of the Bonds and located on any of the
above-described real property, and more specifically described as follows:

      A 23,000 square foot facility to be used as an auxiliary reservations call
center.

The property interests described in paragraphs (a) and (b) of this Schedule I
constitute the "Project" as referred to in said Lease and said Indenture.

1677850N.003

                            Schedule I - Page 1
<PAGE>

                                                HINKLE ELKOURI LAW FIRM L.L.C.

================================================================================

                              FIRST SUPPLEMENTAL
                               LEASE AGREEMENT

                                BY AND BETWEEN

                            CITY OF WICHITA, KANSAS

                                      AND

                          ROYAL CARIBBEAN CRUISES LTD.

                             DATED DECEMBER 1, 2000

================================================================================

16771030n004
FIRST SUPPLEMENTAL LEASE

<PAGE>

<TABLE>
<CAPTION>
                                                                        Page
                                                                        ----

                        TABLE OF CONTENTS
<S>                                                                     <C>
              Parties ...............................................      1
              Recitals Parties ......................................      1

                            ARTICLE I

Section  1.1  Definitions of Words and Terms ........................      1
Section  1.2  Incorporation of Terms in the Lease ...................      8
Section  1.3  Representations and Covenants by Tenant ...............      8
Section  1.4  Representations and Covenants by Issuer ...............      9

                           ARTICLE II

Section  2.1  Granting of Leasehold .................................      9

                           ARTICLE III

Section  3.1  First Supplemental Basic Rent .........................      9
Section  3.2  Acquisition of 2000 Bonds .............................     10
Section  3.3  First Supplemental Additional Rent ....................     10
Section  3.4  Rent Payable Without Abatement or Setoff...............     10
Section  3.5  Prepayment of First Supplemental Basic Rent ...........     10
Section  3.6  Deposit of Rental Payments by Trustee .................     11

                           ARTICLE IV

Section  4.1  Disposition of Original Proceeds.......................     11

                            ARTICLE V

Section  5.1  Acquisition of 2000 Project ...........................     11
Section  5.2  2000 Project Contracts ................................     11
</TABLE>

16771030n004
FIRST SUPPLEMEAL LEASE


                                  -i-

<PAGE>

<TABLE>
<CAPTION>
                                                                        Page
                                                                        ----
<S>                                                                     <C>
Section  5.3  Payment of Project Costs ..............................     11
Section  5.4  Completion of 2000 Project ............................     12

                           ARTICLE VI

Section  6.1  Ad Valorem Taxes ......................................     12
Section  6.2  Payment In Lieu of Taxes ..............................     13

                           ARTICLE VII

Section  7.1  Use of Project ........................................     14
Section  7.2  Option to Extend Term..................................     14

                          ARTICLE VIII

Section  8.1  Default ...............................................     14

                           ARTICLE  X

Section  9.1  Option to Purchase Project ............................     15
Section  9.2  Quality of Title and Purchase Price....................     15
Section  9.3  Closing of Purchase....................................     16
Section  9.4  Effect of Failure to Complete Purchase.................     16
Section  9.5  Application of Condemnation Awards if Tenant
              Purchases Project .....................................     17

                           ARTICLE XI

Section  10.1 Other Lease Provisions ................................     17
Section  10.2 Ratification and Confirmation of the 1997 Lease .......     17
Section  10.3 Invalidity of Provisions ..............................     18
Section  10.4 Covenants Binding on Successors and Assigns ...........     18
Section  10.5 Section Headings ......................................     18
Section  10.6 Execution of Counterparts .............................     18
</TABLE>

16771030n004
FIRST SUPPLEMENTAL LEASE


                                    -ii-

<PAGE>

<TABLE>
<CAPTION>
                                                                        Page
                                                                        ----
<S>                                                                     <C>
              Signatures, Seals & Acknowledgments ...................     19

              Schedule I - Property Subject to Lease
</TABLE>

16771030n004
FIRST SUPPLEMENTAL LEASE


                                    -iii-

<PAGE>

                       FIRST SUPPLEMENTAL LEASE AGREEMENT

      This First Supplemental Lease Agreement, dated as of December 1, 2000 (the
"First Supplemental Lease"), by and between the City of Wichita, Kansas, a
municipal corporation of the State of Kansas (the "Issuer" or "City"), and Royal
Caribbean Cruises Ltd., a corporation organized under the laws of Liberia and
qualified to conduct business in the State of Kansas (the "Tenant");

                              W I T N E S S E T H:

      WHEREAS, Issuer is an existing municipality, a city of the first class,
believing itself to have full power and authority to enter into this First
Supplemental Lease, acting by and through its governing body, as authorized by
K.S.A. 12-1740 to 12-1749d, inclusive, as amended; and

      WHEREAS, the Issuer has previously issued an initial series of its taxable
industrial revenue bonds designated "City of Wichita, Kansas, Taxable Industrial
Revenue Bonds, Series XI, 1997 (Royal Caribbean Cruises Ltd.)" in the aggregate
principal amount of $6,000,000 (the "1997 Bonds") for the purpose of purchasing,
acquiring, constructing and equipping a telephone reservation center in an
existing facility to be located in the City of Wichita, Kansas (the "1997
Project"); and

      WHEREAS, for the purpose of providing funds to acquire and/or reimburse
Royal Caribbean Cruises Ltd. for the construction and equipping of additional
improvements on the site of the 1997 Project, to acquire, purchase and install
certain machinery and equipment therein, and to acquire a site adjacent to the
1997 Project and construct parking facility improvements thereon,(collectively,
the "2000 Project"), the Issuer intends to issue and sell its Taxable Industrial
Revenue Bonds, Series III, 2000 (Royal Caribbean Cruises Ltd.) in the amount of
$19,800,000 (the "2000 Bonds") (the 1997 Project together with the 2000 Project
being referred to herein collectively as the "Project"); and

      WHEREAS, the 2000 Bonds shall be on parity with the 1997 Bonds and shall
be equally and ratably secured by a pledge of the Project and by a pledge of all
rentals under the Lease; and

      WHEREAS, Ordinance No. 44-818 of the Issuer, authorizing the 2000 Bonds
(the "2000 Ordinance") authorizes a certain First Supplemental Trust Indenture,
dated as of December 1, 2000 (the "First Supplemental Indenture"), between the
Issuer and INTRUST Bank, N.A., Wichita, Kansas (the "Trustee"); and

      WHEREAS, Issuer, in furtherance of the purposes and pursuant to the
provisions of the laws of the State, including the Act, and in order to provide
for the industrial and commercial development and welfare of the City of
Wichita, Kansas, and its environs, and to provide employment opportunities for
its citizens and to promote the economic stability of the State of Kansas,
intends to:

      (a) Provide for the acquisition, purchasing, construction and installing
of the 2000 Project;

16771030n004
FIRST SUPPLEMENTAL LEASE
<PAGE>

      (b)   Lease the Project to the Tenant for the rentals and upon the terms
            and conditions hereinafter set forth; and

      (c)   Issue, for the foregoing purposes, the 2000 Bonds under and pursuant
            to and subject to the provisions of the Act and a First Supplemental
            Indenture (as hereinafter defined), said First Supplemental
            Indenture being incorporated herein by reference and authorized by
            an ordinance of the governing body of the Issuer; and

      WHEREAS, the Tenant, consistent with the foregoing intent of Issuer,
desires to lease the Project from Issuer for the rentals and upon the terms and
conditions hereinafter set forth;

      NOW, THEREFORE, in consideration of the premises, of other good and
valuable considerations, and of the mutual benefits, covenants and agreements
herein contained, the parties hereto hereby make this First Supplemental Lease
and agree as follows:

                                   ARTICLE I

      Section 1.1 Definitions of Words and Terms. In addition to the words and
terms defined elsewhere in the Lease, and in the Indenture, the following words
and terms as used in this First Supplemental Lease shall have the following
meanings, unless some other meaning is plainly intended:

      "Act" means K.S.A. 12-1740 to 12-1749d, inclusive, as amended.

      "Additional Bonds" means any Bonds issued in addition to the 1997 Bonds
and the 2000 Bonds pursuant to Section 209 of the 1997 Indenture.

      "Authorized Tenant Representative" means Vice President, Human Resources,
of Royal Caribbean Cruises Ltd. or such persons at the time designated to act on
behalf of the Tenant as evidenced by written certificate furnished to the Issuer
and the Trustee containing the specimen signature of such person and signed on
behalf of the Tenant by its President, Vice President, Treasurer, Secretary or
any Assistant Secretary. Such certificate may designate an alternate or
alternates, each of whom shall be entitled to perform all duties of the
Authorized Tenant Representative.

      "Bond Counsel" means such attorney or firm of attorneys acceptable to the
Issuer, the Trustee and the Tenant.

      "Bonds" means the 1997 Bonds and the 2000 Bonds, together with any
Additional Bonds.

16771030n004
FIRST SUPPLEMENTAL LEASE


                                    -2-

<PAGE>

      "Certificate of Completion" means, for purposes of the 2000 Bonds, a
written certificate signed by the Authorized Tenant Representative stating that
(i) the 2000 Project has been completed in accordance with the plans and
specifications prepared or approved by Issuer or Tenant, as the case may be;
(ii) the 2000 Project has been completed in a good and workmanlike manner; (iii)
no mechanic's or materialmen's liens have been filed, nor is there any basis for
the filing of such liens, with respect to the 2000 Project; (iv) all
Improvements constituting a part of the 2000 Project are located or installed
upon the Land; and (v) if required by an ordinance duly adopted by Issuer or by
applicable building codes, that an appropriate certificate of occupancy has been
issued with respect to the 2000 Project.

      "Completion Date" means, for purposes of the 2000 Bonds, the date of
completion of the acquisition, purchase, construction and installation of the
2000 Project.

      "Construction Period" means, for purposes of the 2000 Bonds, the period
from the beginning of construction of the 2000 Project to the Completion Date.

      "Event of Default" means any one of the following events:

      (1)   Failure of Tenant to make any payment of Basic Rent under the 1997
            Lease or First Supplemental Basic Rent at the time and in the amount
            required hereunder; or

      (2)   Failure of Tenant to make any payment of Additional Rent under the
            1997 Lease and First Supplemental Additional Rent at the times and
            in the amounts required hereunder, or failure to observe or perform
            any other covenant, agreement, obligation or provision of this Lease
            on the Tenant's part to be observed or performed, and the same is
            not remedied within Thirty (30) days after the Issuer or the Trustee
            has given the Tenant written notice specifying such failure (or such
            longer period as shall be reasonably required to correct such
            default, provided that the (i) Tenant has commenced such correction
            within said 30-day period, and (ii) Tenant diligently prosecutes
            such correction to completion); or

      (3)   An Event of Bankruptcy; or

      (4)   The Tenant abandons the Project.

      "First Supplemental Additional Rent" shall mean all reasonable or
necessary fees, charges and expenses of the Trustee, all Impositions, all
amounts required under the First Supplemental Lease, all other payments of
whatever nature which the Tenant has agreed to pay or assume under the
provisions of this First Supplemental Lease, and all expenses (including
reasonable attorneys' fees) incurred by the Issuer or the Trustee in connection
with the enforcement of any rights under this First Supplemental Lease or the
First Supplemental Indenture.

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<PAGE>

      "First Supplemental Additional Term" means that term commencing on the
last day of the First Supplemental Basic Term and terminating five years
thereafter.

      "First Supplemental Basic Rent" means the monthly pro rata amount (payable
commencing January 1, 2001 and continuing until the 2000 Bonds are paid), which
amount, when added to First Supplemental Basic Rent Credits, is sufficient to
pay, on any Payment Date, all principal of, redemption premium, if any, and
interest on the 2000 Bonds which is due and payable on such Payment Date.

      "First Supplemental Basic Rent Credits" shall mean all funds on deposit in
the Principal and Interest Payment Account and available for the payment of the
principal of, redemption premium, if any, and the interest on the 2000 Bonds on
any Payment Date therefor.

      "First Supplemental Basic Rent Payment Date" means, for purposes of the
2000 Bonds, each Payment Date applicable thereto.

      "First Supplemental Indenture" means the First Supplemental Trust
Indenture dated as of December 1, 2000, by and between the Issuer and the
Trustee.

      "First Supplemental Lease" means this First Supplemental Lease by and
between the Issuer and the Tenant dated as of December 1, 2000.

      "First Supplemental Basic Term" shall mean that term commencing as of the
date of this First Supplemental Lease and ending when the principal of, premium,
if any and interest on all the Bonds are paid pursuant to the provisions of the
Indenture hereinafter described.

      "Guarantor" means that person or entity (whether one or more) who, or
which, execute and deliver the Guaranty Agreement.

      "Guaranty Agreement" means, for purposes of the 2000 Bonds, the separate
Guaranty Agreement, dated as of December 1, 2000, of the Guarantor or Guarantors
named therein and in favor of the Trustee for the benefit of the 2000
Bondowners, required pursuant to the provisions of this Indenture.

      "Improvements" means the buildings, structures, facilities, machinery,
equipment and other property more specifically described in Subsection (B) of
Schedule I attached hereto and made a part hereof, including, but not limited
to, the buildings, structures, facilities, machinery, equipment and other
property purchased in whole or in part from the proceeds of any Bonds.

      "Indenture" means the 1997 Indenture, as supplemented and amended by the
First Supplemental Indenture and any further supplemental indentures executed
and delivered in accordance with the provisions thereof.

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<PAGE>

      "Interest Payment Date" means, for purposes of the 2000 Bonds, January 1
and July 1 in each year, commencing as of July 1, 2001 and terminating when the
principal of, redemption premium, if any, and interest on the Bonds have been
fully paid.

      "Land" means the real property purchased in whole or in part from the
proceeds of any Bonds, as more specifically described in Schedule I attached
hereto and made a part hereof.

      "Lease" means the 1997 Lease, as from time to time amended and
supplemented in accordance with the provisions thereof and of Article XII of the
1997 Indenture, including by this First Supplemental Lease.

      "1997 Bonds" means the City of Wichita, Kansas Taxable Industrial Revenue
Bonds, Series XI, 1997 (Royal Caribbean Cruises Ltd.), dated December 1, 1997 in
the aggregate principal amount of $6,000,000.

      "1997 Indenture" means that certain Trust Indenture dated as of December
1, 1997, by and between Issuer and Trustee providing for the issuance and
securing payment of the 1997 Bonds.

      "1997 Lease" means the Lease Agreement by and between the City, as Issuer
or Landlord, and the Tenant, dated December 1, 1997, as from time to time
amended and supplemented in accordance with the provisions thereof and of
Article XII of the 1997 Indenture.

      "1997 Ordinance" means the Issuer's Ordinance No. 43-641 adopted on
November 25, 1997 and authorizing the issuance of the 2000 Bonds.

      "1997 Project" means and includes the Issuer's interest in the Land and
Improvements acquired, constructed or installed with proceeds of the 1997 Bonds,
as described on Schedule I attached hereto.

      The term "Notice Address" shall mean:

      (1)   With respect to the Tenant:

            Royal Caribbean Cruises Ltd.
            1050 Caribbean Way
            Miami, Florida 33132-2096
            Attn: Vice President, Human Resources

            with a copy to:

            General Counsel
            Royal Caribbean Cruises Ltd.

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<PAGE>

            1050 Caribbean Way
            Miami, Florida 33132-2096

      (2)   With respect to the Issuer:

            City of Wichita, Kansas
            City Hall - 455 North Main
            Wichita, Kansas  67202
            Attn:  City Clerk

      (3)   With respect to the Trustee:

            INTRUST Bank, N.A.
            100 North Main
            Wichita, Kansas 67202
            Attn:  Corporate Trust Department

      "Original Proceeds" means, for purposes of the 2000 Bonds, all proceeds,
including accrued interest, derived from the sale of the 2000 Bonds to the
Original Purchaser.

      "Original Purchaser" means, for purposes of the 2000 Bonds, Royal
Caribbean Cruises Ltd., a corporation organized under the laws of Liberia and
qualified to do business in the State of Kansas.

      "Payment Date" means, for purposes of the 2000 Bonds, any date on which
the principal of or interest on any 2000 Bond is payable.

      "Principal and Interest Payment Account" means that account (including the
Subaccounts thereof) authorized and established with the Trustee by Section 601
of the 1997 Indenture, ratified by Section 601 of the First Supplemental
Indenture and designated the "City of Wichita, Kansas, Principal and Interest
Payment Account (Royal Caribbean Cruises Ltd.)".

      "Principal Payment Date" means, for purposes of the 2000 Bonds, January 1,
2011.

      "Project" means and includes the Issuer's interest in the 1997 Project and
the 2000 Project together with any future Project Additions.

      "Project Costs" means, for purposes of the 2000 Bonds, those costs
incurred in connection with the 2000 Project and the Project generally,
including:

      (1)   All costs and expenses necessary or incident to the acquisition of
            such of the 2000 Project as are acquired, constructed or in progress
            at the date of such acquisition;

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<PAGE>

      (2)   Fees and expenses of architects, appraisers, surveyors and engineers
            for estimates, surveys, soil borings and soil tests and other
            preliminary investigations and items necessary to the commencement
            of construction, preparation of plans, drawings and specifications
            and supervision of construction, as well as for the performance of
            all other duties of architects, appraisers, surveyors and engineers
            in relation to the construction, furnishing and equipping of the
            2000 Project or the issuance of the 2000 Bonds;

      (3)   All costs and expenses incurred in constructing, acquiring,
            installing, furnishing or equipping the 2000 Project;

      (4)   Payment of interest actually incurred on any interim financing
            obtained from a lender unrelated to the Tenant for performance of
            work on the 2000 Project prior to the issuance of the 2000 Bonds;

      (5)   Costs of Issuance

      "Project Fund" means that account (including the Subaccounts thereof)
authorized and established with the Trustee by Section 501 of the 1997
Indenture, ratified by Section 501 of the First Supplemental Indenture and
designated "City of Wichita, Kansas, Project Fund (Royal Caribbean Cruises
Ltd.)."

      "Project Replacement Fund" means that account authorized and established
with the Trustee by Section 601 of the 1997 Indenture, ratified by Section 601
of the First Supplemental Indenture and designated "City of Wichita, Kansas,
Project Replacement Fund (Royal Caribbean Cruises Ltd.)."

      "Rental Payments" means the aggregate of the Basic Rent and Additional
Rent payments provided for pursuant to the 1997 Lease, as well as any and all
supplemental Basic Rent or supplemental Additional Rent payments required by any
supplemental lease, including the First Supplemental Basic Rent and First
Supplemental Additional Rent.

      "Tenant" means Royal Caribbean Cruises Ltd., a Liberian corporation duly
qualified to do business in the State, and the successors or assigns to its
interest under the Lease.

      "Term" means, collectively, the Basic Term, the First Supplemental Basic
Term and any Additional Term as provided by the Lease.

      "Trust Estate" means the Trust Estate described in the Granting Clauses of
the 1997 Indenture and the First Supplemental Indenture.

      "Trustee" means INTRUST Bank, N.A., in the City of Wichita, Kansas, in its
capacity as trustee, bond registrar, fiscal agent and insurance trustee and its
successor or successors and any other corporation

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<PAGE>

or association which at the time may be substituted in its place pursuant to and
at the time serving as Trustee under the Indenture, as amended.

      "2000 Bonds" means the City of Wichita, Kansas, Industrial Revenue Bonds,
Series III, 2000 (Royal Caribbean Cruises Ltd.), in the aggregate principal
amount of $19,800,000.

      "2000 Ordinance" means Ordinance No.44-818 of the City of Wichita, Kansas,
which specifically authorizes the issuance of the 2000 Bonds.

      "2000 Project" means and includes the Issuer's interest in the Land and
Improvements acquired, constructed or installed with proceeds of the 2000 Bonds,
as described on Schedule I attached hereto.

      Section 1.2 Incorporation of Terms in the Lease. The words and terms
defined in Section 1.1 of this First Supplemental Lease are hereby incorporated
in the Lease and to the extent said words and terms previously defined in the
Lease, the definitions herein shall supersede such previous definitions.

      Section 1.3 Representations and Covenants by Tenant. The Tenant makes the
following covenants and representations as the basis for the undertakings on its
part herein contained:

      (a) Due Organization and Authority of Tenant. Tenant represents that it is
a Liberian corporation, duly authorized and qualified to do business in the
State of Kansas, with lawful power and authority to enter into this Lease,
acting by and through its duly authorized officers.

      (b) Maintenance of Existence by Tenant. The Tenant or other entity into
which it may be merged shall maintain and preserve its existence and
organization as a corporation or other legal entity and its authority to do
business in the State of Kansas and to operate the Project. Tenant shall not
initiate any proceedings of any kind whatsoever to dissolve or liquidate without
(1) securing the prior written consent thereto of the Issuer, which consent will
not be unreasonably withheld, and (2) making provision for the payment in full
of the principal of and interest and redemption premium, if any, on the Bonds.
Tenant covenants to take appropriate steps to extend its corporate existence if
necessary by reason of an impending expiration of corporate existence before the
Bonds are paid.

      (c) No Conflicts. Tenant represents that neither the execution and
delivery of this First Supplemental Lease, the consummation of the transactions
contemplated hereby or thereby, nor the fulfillment of or compliance with the
terms and conditions of the Lease contravenes any provisions of the Tenant's
Articles of Incorporation or Bylaws or conflicts with or results in a breach of
the terms, conditions or provisions of any mortgage, debt, agreement, indenture
or instrument to which the Tenant is a party or by which it is bound, or to
which it or any of its properties is subject, or constitutes a default
(disregarding any required notice or the passage of any period of time) under
any of the foregoing, or results in creation or imposition of any lien, charge
or encumbrance whatsoever upon any of the property or assets of the

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<PAGE>

Tenant under the terms of any mortgage, debt, agreement, indenture or
instrument, or violates any existing law, administrative regulation or court
order or consent decree to which the Tenant is subject.

      (d) Valid Obligations. The Lease constitutes a legal, valid and binding
obligation of the Tenant enforceable in accordance with its terms.

      Section 1.4 Representations and Covenants by Issuer. The Issuer makes the
following representations and covenants as the basis for the undertakings on its
part herein contained:

      (a) In the opinion of the City Attorney, it is a municipal corporation
existing under the Constitution and laws of the State of Kansas. To the best of
its knowledge, Issuer has the power to enter into and perform the Lease and the
Indenture and to carry out its obligations hereunder and thereunder.

      (b) It has not, in whole or in part, assigned, leased, hypothecated or
otherwise created any other interest in, or disposed of, or caused any lien,
claim or encumbrance to be placed against, the Project, except for the Lease,
the pledge of the Project pursuant to the Indenture and Permitted Encumbrances.

      (c) Except as otherwise provided herein or in the Indenture, it will not
during the First Supplemental Basic Term or the Additional Term, in whole or in
part, assign, lease, hypothecate or otherwise create any other interest in, or
dispose of, or cause any lien, claim or encumbrance (other than any applicable
special assessments) to be placed against, the Project, except the Lease, the
pledge of the Project pursuant to the Indenture and Permitted Encumbrances.

      (d) It has, to the best of its knowledge, duly authorized the execution
and delivery of the First Supplemental Lease and the First Supplemental
Indenture and the issuance, execution and delivery of the 2000 Bonds.

                                  ARTICLE II

      Section 2.1 Granting of Leasehold. Issuer by these presents hereby rents,
leases and lets unto Tenant and Tenant hereby rents, leases and hires from
Issuer, for the rentals and upon and subject to the terms and conditions
hereinafter set forth, the 2000 Project for the First Supplemental Basic Term,
subject to the restriction that no existing buildings, nor any new buildings
constructed or placed upon the property, either temporarily or permanently,
shall be used for housing the operation of any multi-game, casino-style gambling
on the premises.

                                  ARTICLE III

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      Section 3.1 First Supplemental Basic Rent. In addition to the Basic Rent
required by Section 3.1 of the 1997 Lease, the Issuer reserves, and the Tenant
covenants and agrees to pay to the Trustee, for the account of the Issuer and
during the First Supplemental Basic Term, for deposit in the 2000 Subaccount of
the Principal and Interest Payment Account, on or before 10:00 o'clock a.m.,
Miami, Florida time, on each First Supplemental Basic Rent Payment Date, the
First Supplemental Basic Rent in immediately available funds.

      Section 3.2 Acquisition of 2000 Bonds. In the event Tenant acquires any
Outstanding 2000 Bonds, it may present the same to Issuer for cancellation, and
upon such cancellation, Tenant's obligation to pay First Supplemental Basic Rent
shall be reduced accordingly, but in no event shall Tenant's obligation to pay
First Supplemental Basic Rent be reduced in such a manner that the Trustee shall
not have on hand in the Principal and Interest Payment Account funds sufficient
to pay the maturing principal of, redemption premium, if any, and interest on
the Bonds as and when the same shall become due and payable in accordance with
the provisions of the First Supplemental Indenture.

      Section 3.3 First Supplemental Additional Rent. In addition to the
Additional Rent required by Section 3.3 of the 1997 Lease, within thirty (30)
days after receipt of written notice thereof, the Tenant shall pay any First
Supplemental Additional Rent.

      Section 3.4 Rent Payable Without Abatement or Setoff. Tenant covenants and
agrees with and for the express benefit of Issuer and the Bondowner that all
payments of First Supplemental Basic Rent and First Supplemental Additional Rent
shall be made by Tenant as the same become due, and that Tenant shall perform
all of its obligations, covenants and agreements hereunder without notice or
demand and without abatement, deduction, setoff, counterclaim, recoupment or
defense or any right of termination or cancellation arising from any
circumstance whatsoever, whether now existing or hereafter arising, and
irrespective of whether the Improvements shall have been acquired, started or
completed, or whether Issuer's title to the Project or any part thereof is
defective or non-existent, and notwithstanding any failure of consideration or
commercial frustration of purpose, the eviction or constructive eviction of
Tenant, any Change of Circumstances, any change in the tax or other laws of the
United States of America, the State, or any political subdivision of either, any
change in Issuer's legal organization or status, or any default of Issuer
hereunder, and regardless of the invalidity of any action of Issuer or any other
event or condition whatsoever, and regardless of the invalidity of any portion
of the Lease, and Tenant hereby waives the provisions of any statute or other
law now or hereafter in effect contrary to any of its obligations, covenants or
agreements under the Lease or which releases or purports to release Tenant
therefrom. Nothing in the Lease shall be construed as a waiver by Tenant of any
rights or claims Tenant may have against Issuer under the Lease or otherwise,
but any recovery upon such rights and claims shall be had from Issuer
separately, it being the intent of the Lease that Tenant shall be
unconditionally and absolutely obligated to perform fully all of its
obligations, agreements and covenants under the Lease (including the obligation
to pay First Supplemental Basic Rent and First Supplemental Additional Rent) for
the benefit of the Bondowners.

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<PAGE>

      Section 3.5 Prepayment of First Supplemental Basic Rent. Tenant may at any
time prepay all or any part of the First Supplemental Basic Rent without premium
or penalty.

      Section 3.6 Deposit of Rental Payments by Trustee. The Trustee shall
deposit, use and apply all payments of First Supplemental Basic Rent and First
Supplemental Additional Rent in accordance with the provisions of this First
Supplemental Lease and the Indenture.

                                  ARTICLE IV

      Section 4.1 Disposition of Original Proceeds. The Original Proceeds of the
2000 Bonds shall be paid over to the Trustee for the account of Issuer. The
Trustee shall, first, promptly pay from such Original Proceeds into the
Principal and Interest Payment Account the full amount of any accrued interest
and premium, if any, received upon such sale. The remainder of the proceeds of
the 2000 Bonds shall be deposited by the Trustee in the Project Fund in the
amounts and for the uses contemplated by the First Supplemental Indenture.

                                   ARTICLE V

      Section 5.1 Acquisition of 2000 Project. The Tenant shall, prior to or
concurrently with the issuance of the 2000 Bonds, convey or cause to be conveyed
to the Issuer such of the 2000 Project as is then completed, installed or in
progress. The Tenant shall also concurrently with such conveyance make
provisions for the discharge of any liens or encumbrances incurred by it in
connection with the construction, installation or development of the 2000
Project.

      Section 5.2 2000 Project Contracts. It is recognized by the parties hereto
that prior to the execution hereof Tenant may have entered into certain
contracts with respect to the acquisition and/or construction of the 2000
Project, and that after the execution hereof, Tenant will enter into certain
future contracts with respect to the acquisition and/or construction of the 2000
Project. All of said contracts are hereinafter referred to as the "2000 Project
Contracts." Prior to the execution hereof, certain work has been or may have
been performed pursuant to said 2000 Project Contracts or otherwise. Tenant
hereby conveys, transfers and assigns to Issuer all of Tenant's rights in, but
not its duties under, the 2000 Project Contracts. After the execution hereof,
Tenant shall cause the 2000 Project Contracts to be fully performed by the
contractor(s) thereunder in accordance with the terms thereof, and Tenant
covenants to cause the Improvements to be acquired, constructed and/or completed
in accordance with the 2000 Project Contracts. Tenant warrants that the
construction and/or acquisition of the Improvements in accordance with said 2000
Project Contracts will result in the 2000 Project being suitable for use by
Tenant for its purposes. Any and all amounts received by Issuer, Trustee or
Tenant from any of the contractors or other suppliers by way of breach of
contract, refunds or adjustments shall become a part of and be deposited in the
2000 Subaccount of the Project Fund.

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      Section 5.3 Payment of Project Costs. Issuer hereby agrees to pay the
Project Costs, but solely from the 2000 Subaccount of the Project Fund, and
hereby authorizes and directs the Trustee to pay for the same, but solely from
the Project Fund, from time to time, upon receipt by the Trustee of a
certificate signed by the Authorized Tenant Representative in the form set forth
in Appendix A to the 1997 Lease, which is incorporated herein by reference,
provided, however, that the Trustee shall not be obligated to make any payments
hereunder if an Event of Default hereunder has occurred and is continuing.

      The sole obligation of Issuer under this paragraph shall be to authorize
the Trustee and the Trustee is hereby directed, to make such disbursements upon
receipt of such certificates. The Trustee may rely fully on any such directions
and shall not be required to make any investigation in connection therewith,
except that the Trustee shall investigate requests for reimbursements directly
to the Tenant and shall require such supporting evidence as would be required by
a reasonable and prudent trustee.

      Project Costs which are for the purchase and acquisition of any machinery
and equipment constituting a part of the 2000 Project shall be paid upon receipt
by the Trustee of a certificate signed by the Authorized Tenant Representative
in the form provided by Exhibit 2 to Appendix A to the 1997 Lease, which is
incorporated herein by reference, and accompanied by such additional information
as the Trustee may require provided, however, that the Trustee shall not be
obligated to make any payments hereunder if an Event of Default hereunder has
occurred and is continuing.

      The sole obligation of Issuer under this Section shall be to authorize the
Trustee to make such disbursements upon receipt of said certificates. The
Trustee may rely fully on any such certificate and shall not be required to make
any independent investigation in connection therewith, except that with respect
to requests for reimbursements directly to Tenant, the Trustee shall require
such supporting evidence as would be required by a reasonable and prudent
trustee. All machinery, equipment and/or personal property acquired, in whole or
in part, with funds from the 2000 Subaccount of the Project Fund pursuant to
this section shall be and become part of the 2000 Project.

      Section 5.4 Completion of 2000 Project. Tenant warrants that the 2000
Project, when completed, will be necessary or useful in its development for use
by Tenant for its purposes. Tenant covenants and agrees to proceed diligently to
complete the 2000 Project. Upon completion of the 2000 Project, Tenant shall
cause the Authorized Tenant Representative to deliver a Certificate of
Completion to the Trustee, and the date of such delivery shall be the Completion
Date.

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                                  ARTICLE VI

      Section 6.1 Ad Valorem Taxes.

      (a) Subject to the provisions of Section 6.2 hereof, the parties
acknowledge that under the existing provisions of K.S.A. 79-201a, as amended, it
is their intention that the property constructed or purchased with the proceeds
of the 2000 Bonds shall be entitled to exemption from ad valorem taxation for a
period of ten (10) calendar years after the calendar year in which the 2000
Bonds are issued, provided proper application is made therefor. Issuer covenants
that, except as otherwise allowed herein, it will not voluntarily take any
action intended to cause or induce the levy or assessment of ad valorem taxes on
the 2000 Project so long as the Issuer holds title to said property and any of
the 2000 Bonds are outstanding and unpaid or for said ten (10) year period,
whichever shall be the shorter time. Issuer further covenants that it will
reasonably cooperate with Tenant to make all necessary filings regarding the
application for such ad valorem tax exemption on or before March 1 in the
calendar year following the calendar year in which the 2000 Bonds were issued,
and will cooperate with Tenant in regard to annual filings from time to time in
an effort to maintain such ad valorem tax exemption in full force and effect, in
accordance with K.S.A. 79-210 et seq. and the regulations of the State
Department of Revenue. Notwithstanding any of the foregoing provisions, if the
Tenant fails to demonstrate a good faith effort to achieve its proposed
employment goals or its Equal Opportunity/Affirmative Action goals, the City may
revoke the tax abatement by either imposing payments in lieu of taxes in an
amount equal to the ad valorem taxes on the 2000 Project which the Tenant would
otherwise be required to pay except for this Section 6.1(a) (which the Tenant
hereby agrees to pay) or by declining to make the annual exemption filing with
the County Appraiser's Office.

      (b) The parties hereto acknowledge their understanding that under the
existing provisions of K.S.A. 79-201a, as amended, the property constructed or
purchased with the proceeds of the 2000 Bonds (including specifically the 2000
Project), shall be entitled to exemption from ad valorem taxation for the
periods above-described without regard to whether such property is located in an
environmental redevelopment project area created under K.S.A. 12-1771a.
Notwithstanding the parties' understanding, nothing herein shall be deemed to
limit the Issuer's authority to create any such areas pursuant to K.S.A.
12-1771a, nor the Issuer's authority to create redevelopment project areas
pursuant to K.S.A. 12-1770 et seq., generally.

      (c) Nothing in paragraphs (a) or (b) above shall be construed as affecting
the tax exemption provided in Article XI of the 1997 Lease.

      Section 6.2  Payment in Lieu of Taxes.

      (a) Notwithstanding the provisions of Section 6.1(a) above, the Tenant
agrees to make a payment in lieu of taxes in each year in which tax abatement is
in effect in an amount equal to the 2000 ad

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<PAGE>

valorem taxes which, but for the provisions of Section 6.1(a) above, would have
been due and payable on the Land which constitutes a part of the 2000 Project
(excluding all improvements).

      (b) Notwithstanding the provisions of Section 6.5(a) of the 1997 Lease,
the Tenant agrees to make a payment in lieu of taxes in each year in which tax
abatement is in effect in an amount equal to the 1996 ad valorem taxes (i.e.,
$12,621.00), which, but for the provisions of Section 6.5(a) of the 1997 Lease,
would have been due and payable on the Land and such Improvements as were in
existence on January 1, 1997 which constitute a part of the 1997 Project.

      (c) The Issuer and the Tenant hereby acknowledge and agree that,
notwithstanding the provisions of Section 6.1(a) above, in the year 2005 the
Issuer will review the 2000 Project's qualification for tax exemption. Should
the Issuer not approve the second five-year period of abatement for the 2000
Project, the Tenant agrees that the Issuer may discontinue annual filings, or in
the alternative, Tenant will make a payment in lieu of taxes commencing in the
year 2006 in an amount equal to the ad valorem taxes on the 2000 Project which
the Tenant would otherwise be required to pay except for the provisions of
Section 6.1(a) above.

                                  ARTICLE VII

      Section 7.1 Use of Project. Subject to the provisions of the Lease, as
amended, Tenant shall have the right to use the Project (including the 2000
Project) for any and all purposes allowed by law and contemplated by the
Constitution of the State and the Act. Tenant shall comply with all statutes,
laws, resolutions, orders, judgments, decrees, regulations, directions and
requirements of all federal, state, local and other governments or governmental
authorities, now or hereafter applicable to the Project or to any adjoining
public ways, as to the manner of use or the condition of the Project or of
adjoining public ways. Tenant shall comply with the mandatory requirements,
rules and regulations of all insurers under the policies required to be carried
under the provisions of this First Supplemental Lease. Tenant shall pay all
costs, expenses, claims, fines, penalties and damages that may in any manner
arise out of, or be imposed as a result of, the failure of Tenant to comply with
the provisions of this Article.

      Section 7.2 Option to Extend Term. Tenant shall have and is hereby given
the right and option, to extend the term of the First Supplemental Lease for the
First Supplemental Additional Term with the written consent of Issuer provided
that (a) Tenant shall give Issuer written notice of its intention to exercise
each such option at least Thirty (30) days prior to the expiration of the First
Supplemental Basic Term and (b) Tenant is not in default hereunder in the
payment of First Supplemental Basic Rent or First Supplemental Additional Rent
at the time it gives Issuer such notice or at the time the First Supplemental
Additional Term commences. In the event Tenant exercises any of such options,
the terms, covenants, conditions and provisions set forth in the First
Supplemental Lease shall be in full force and effect and binding upon Issuer and
Tenant during the

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<PAGE>

First Supplemental Additional Term except that Tenant covenants and agrees that
the First Supplemental Basic Rent during any extended term herein provided for
shall be the sum of $100.00 per year, payable in advance on the first Business
Day of such First Supplemental Additional Term.

                                 ARTICLE VIII

      Section 8.1 Default. Remedies, notices and grace periods upon the
occurrence of an Event of Default and the rights and duties of the respective
parties hereto in connection with default, shall be as set forth in the 1997
Lease.

                                  ARTICLE IX

      Section 9.1 Option to Purchase Project. Subject to the provisions of this
Article, Tenant shall have the right and option to purchase the 1997 Project,
the 2000 Project or the Project as a whole at any time during the Term hereof.
Tenant shall exercise its aforesaid option by giving Issuer written notice of
Tenant's election to exercise its option and specifying the portion of the
Project to be purchased and the date, time and place of closing, which date (the
"Closing Date") shall neither be earlier than Thirty (30) days nor later than
One Hundred Eighty (180) days after the notice is given. Tenant may not,
however, exercise its said option if Tenant is in default hereunder on the
Closing Date.

      Section 9.2 Quality of Title and Purchase Price. If said notice of
election to purchase be given as aforesaid, Issuer shall and covenants and
agrees to sell and convey its interests in and to the Project or a portion
thereof to the Tenant on the Closing Date free and clear of all liens and
encumbrances whatsoever except (a) those to which the title was subject on the
date of Tenant's conveyance to Issuer of the specified portion of the Project,
or to which title became subject with Tenant's written consent, or which
resulted from any failure of Tenant to perform any of its covenants or
obligations under the Lease, (b) taxes and assessments, general and special, if
any, (c) Permitted Encumbrances and (d) the rights, titles and interests of any
party having condemned or who is attempting to condemn title to, or the use for
a limited period of, all or any part of the Project, for the price and sum as
follows (which Tenant shall and covenants and agrees to pay in cash at the time
of delivery of Issuer's deed to or other instrument(s) of transfer of the
Project or the specified portion thereof to Tenant as hereinafter provided):

      (a)    1997 Project

            (i)   The full amount which is required to provide Issuer and the
                  Trustee with funds sufficient, in accordance with the
                  provisions of the Indenture, to pay at maturity or to redeem
                  and pay in full (A) the principal of all of the Outstanding
                  1997 Bonds, (B) all interest due thereon to date of maturity
                  or redemption, whichever first

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                  occurs, and (C) all costs, expenses and premiums incident to
                  the redemption and payment of said 1997 Bonds in full, plus

            (ii)  $1,000.00;

      (b)   2000 Project

            (i)   The full amount which is required to provide Issuer and the
                  Trustee with funds sufficient, in accordance with the
                  provisions of the Indenture, to pay at maturity or to redeem
                  and pay in full (A) the principal of all of the Outstanding
                  2000 Bonds, (B) all interest due thereon to date of maturity
                  or redemption, whichever first occurs, and (C) all costs,
                  expenses and premiums incident to the redemption and payment
                  of said 2000 Bonds in full, plus

            (ii)  $1,000.00;

      (c)   The Project as a whole

            (i)   The full amount which is required to provide Issuer and the
                  Trustee with funds sufficient, in accordance with the
                  provisions of the Indenture, to pay at maturity or to redeem
                  and pay in full (A) the principal of all of the Outstanding
                  Bonds, (B) all interest due thereon to date of maturity or
                  redemption, whichever first occurs, and (C) all costs,
                  expenses and premiums incident to the redemption and payment
                  of said Bonds in full, plus

            (ii)  $1,000.00.

Nothing in this Article shall release or discharge Tenant from its duty or
obligation under the Lease to make any Rental Payment which, in accordance with
the terms of the Lease, becomes due and payable prior to the Closing Date, or
its duty and obligation to fully perform and observe all covenants and
conditions herein stated to be performed and observed by Tenant prior to the
Closing Date.

      Section 9.3 Closing of Purchase. On the Closing Date Issuer shall deliver
to Tenant its special warranty deed or other appropriate instrument or
instruments of conveyance or assignment, properly executed and conveying the
Project or the specified portion thereof to Tenant free and clear of all liens
and encumbrances whatsoever except as set forth in the preceding section above
or conveying such other title to the Project or portion thereof as may be
acceptable to Tenant, and then and there Tenant shall pay the full purchase
price for the Project or portion thereof as follows: (a) the amount specified in
clause (a)(i), (b)(i) or (c)(i) of Section 9.2, as appropriate, shall be paid to
the Trustee who shall deposit the same in the appropriate subaccount of the
Principal and Interest Payment Account and shall use the same to pay or

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redeem the corresponding series of Bonds and the interest thereon as provided in
the Indenture, and (b) the amount specified in clause (a)(ii), (b)(ii) or
(c)(ii) of said Section 9.2, as appropriate, shall be paid to Issuer; provided,
however, nothing herein shall require Issuer to deliver its said special
warranty deed or other appropriate instrument or instruments of assignment or
conveyance to Tenant until after all duties and obligations of Tenant under the
Lease to the date of such delivery have been fully performed and satisfied. Upon
the delivery to Tenant of Issuer's said special warranty deed or other
appropriate instrument or instruments of assignment or conveyance and payment of
the purchase price by Tenant, the Lease shall, ipso facto, terminate with
respect to the portion of the Project purchased by the Tenant.

      Section 9.4 Effect of Failure to Complete Purchase. If, for any reason
whatsoever, the purchase of the Project or any portion thereof by Tenant
pursuant to valid notice of election to purchase given under Section 9.1 hereof
is not effected on the Closing Date, the Lease shall be and remain in full force
and effect according to its terms the same as though no notice of election to
purchase had been given, except that:

      (a)   If such purchase is not effected on the Closing Date because of the
            failure or refusal of Tenant to fully perform and observe all of the
            covenants and conditions herein contained on Tenant's part to be
            performed or observed to the Closing Date, Tenant shall be deemed to
            be in default under the Lease and Issuer shall have such rights and
            Tenant shall have such duties and obligations as are stated in
            Article XX of the 1997 Lease with like effect as though written
            notice of default had been given and any grace period for the
            correction of such default had expired and said default remains
            unsatisfied.

      (b)   If such purchase is not effected on the Closing Date because on said
            date Issuer does not have and is unable to convey to Tenant such
            title to the Project or portion thereof as Tenant is required to
            accept, the Issuer shall use its best efforts to cure any such
            defect in its title to the Project. In the event the Issuer is
            unable to cure such defect in its title to the Project, Tenant shall
            have the right to cancel the Lease forthwith if, but only if, the
            principal of and interest on the Bonds and all costs incident to the
            redemption and payment of the Bonds have been paid in full.

      Section 9.5 Application of Condemnation Awards if Tenant Purchases
Project. The right of Tenant to exercise its option to purchase the Project or
portion thereof under the provisions of this Article shall remain unimpaired
notwithstanding any condemnation of title to, or the use for a limited period
of, all or any part of the Project by a governmental authority other than the
Issuer. If Tenant shall exercise its said option and pay the purchase price as
provided in this Article, all of the condemnation awards received by Issuer
after the payment of said purchase price, less all attorneys' fees and other
expenses and costs incurred by Issuer in connection with such condemnation shall
belong and be paid to Tenant.

                                   ARTICLE X

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      10.1 Other Lease Provisions. Except as may be amended, supplemented or
modified by this First Supplemental Lease, all of the provisions of the 1997
Lease shall be in force and effect and shall be applicable to the Land and
Improvements described in Schedule I hereto and to the 2000 Bonds and to this
First Supplemental Lease mutatis mutandis. As used in the 1997 Lease, the term
"Bonds" shall mean and include the 1997 Bonds, the 2000 Bonds and any Additional
Bonds issued pursuant to the Indenture.

      10.2 Ratification and Confirmation of the 1997 Lease. Except as may be
specifically amended, supplemented or modified by the terms of this First
Supplemental Lease, the 1997 Lease is hereby ratified and confirmed by the
parties. By its execution hereof, to the extent any provision of this First
Supplemental Lease amends or modifies the 1997 Lease, the Tenant intends to
consent to such amendment and modification as Tenant.

      10.3 Invalidity of Provisions. If, for any reason, any provision of this
First Supplemental Lease shall be determined to be invalid or unenforceable, the
validity and effect of the other provisions hereof shall not be affected
thereby.

      10.4 Covenants Binding on Successors and Assigns. The covenants,
agreements and conditions herein contained shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.

      10 .5 Section Headings. The section headings hereof are for the
convenience of reference only and shall not be treated as a part of this First
Supplemental Lease or as affecting the true meaning of the provisions hereof.
The reference to section numbers herein shall be deemed to refer to the numbers
preceding each section.

      10.6 Execution of Counterparts. This First Supplemental Lease may be
executed simultaneously in multiple counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute one and the same
instrument.

                 [remainder of page left blank intentionally]

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<PAGE>

      IN WITNESS WHEREOF, the Issuer has caused this First Supplemental Lease
Agreement to be executed and delivered in its name and behalf by and through its
Mayor and City Clerk, dated as of the day and year first above written.

                                    CITY OF WICHITA, KANSAS
                                    as the "Issuer"


                                    By: /s/ Bob Knight
                                        ----------------------------------------
[SEAL]                                  Bob Knight, Mayor

ATTEST:
/s/ Pat Burnett
--------------------------------
Pat Burnett, City Clerk
                                                "ISSUER"

                                ACKNOWLEDGMENT

STATE OF KANSAS         )
                        ) ss:
SEDGWICK COUNTY         )

      BE IT REMEMBERED that on this 6th day of December, 2000, before me, a
notary public in and for said County and State, came Bob Knight, Mayor of the
City of Wichita, Kansas, a municipal corporation of the State of Kansas, and Pat
Burnett, City Clerk of said City, who are personally known to me to be the same
persons who executed, as such officers, the within instrument on behalf of said
City, and such persons duly acknowledged the execution of the same to be the act
and deed of said City.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal, the day and year last above written.

                                             By /s/ Patsy Ellis
                                               --------------------------------
                                                      Notary Public in and for
                                                         said County and State
My Appointment Expires:

       [seal]
----------------------

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<PAGE>

      IN WITNESS WHEREOF, the Tenant, pursuant to valid and subsisting
resolutions of its Board of Directors, has caused this First Supplemental Lease
to be executed and delivered in its name and behalf by its officers thereunto
duly authorized, all the day and year first above written.

                                    ROYAL CARIBBEAN CRUISES LTD.
                                    as the "Tenant"

(Seal)                              By /s/ Thomas F. Murrill
                                      ---------------------------------------
                                      Thomas F. Murrill
                                      Vice President,
                                      Human Resources

                                ACKNOWLEDGMENT

STATE OF FLORIDA              )
                              ) ss:
DADE COUNTY                   )

      BE IT REMEMBERED that on this 5th day of December, 2000, before me, a
notary public in and for said County and State, came Thomas F. Murrill, Vice
President, Human Resources, of Royal Caribbean Cruises Ltd., a Liberian
corporation, who is personally known to me to be such officer, and who is
personally known to me to be the same person who executed, as such officer, the
within instrument on behalf of said corporation, and such person duly
acknowledged the execution of the same to be the act and deed of said
corporation.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal, the day and year last above written.
                                                 /s/ Rosa Navarro
                                                ------------------------------
                                                      Notary Public in and for
                                                         said County and State
My Appointment Expires:
                          [seal]
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                                  SCHEDULE I

      SCHEDULE I TO THE FIRST SUPPLEMENTAL INDENTURE OF THE CITY OF WICHITA,
      KANSAS, AND INTRUST BANK, N.A., WICHITA, KANSAS, AS TRUSTEE, DATED AS OF
      DECEMBER 1, 2000, AND TO THE FIRST SUPPLEMENTAL LEASE, DATED AS OF
      DECEMBER 1, 2000, BY AND BETWEEN SAID CITY AND ROYAL CARIBBEAN CRUISES
      LTD.

                           PROPERTY SUBJECT TO LEASE

      (A)   The Land:

      (1)   The 1997 Project Land. The following described real estate located
            in Sedgwick County, Kansas, to wit:

            Lots 1, 2 and 3, Rock Island Industrial Park Addition, Wichita,
            Sedgwick County, Kansas.

      (2)   The 2000 Project Land. The following described real estate located
            in Sedgwick County, Kansas, to wit:

            Lot 4, Rock Island Industrial Park, City of Wichita, Sedgwick
            County, Kansas.

said real property constituting the "Land" as referred to in the Lease.

      (B) The buildings, improvements, machinery and/or equipment now or
hereafter acquired constructed, reconstructed, remodeled or equipped or
installed with the proceeds of any of the Bonds, including but not limited to
the following:

      (1)   The 1997 Project Improvements.

      A 23,000 square foot facility to be used as an auxiliary reservations call
center.

      (2)   The 2000 Project Improvements.

      Construction and equipping of a two-story office building of approximately
      65,000 square feet located at 4729 South Palisade, Wichita, Kansas and
      construction of a parking lot located at 4645 South Palisade, Wichita,
      Kansas.

      The property described in paragraphs (A) and (B) of this Schedule I,
together with any alterations or additional improvements properly deemed a part
of the Project pursuant to and in accordance with the

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                            Schedule I - Page 1

<PAGE>

provisions of Sections 11.1 and 12.1 of the 1997 Lease, constitute the "Project"
as referred to in both the Lease and the Indenture.

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                            Schedule I - Page 2