Amendment No. 1 dated as of November 19, 2010



 Exhibit 10.9 
 EXECUTION COPY 
 AMENDMENT NO. 1 TO THE 

CREDIT AGREEMENT 
 Dated as of November 19, 2010 
 AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
(this “Amendment”) among Royal Caribbean Cruises Ltd., a Liberian corporation (the “Borrower”), the various financial institutions as are parties to the Credit Agreement referred to below (collectively, the
“Lenders”), and Nordea Bank Finland plc (“Nordea”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. 

PRELIMINARY STATEMENTS: 
 (1) The Borrower, the Lenders and the Administrative Agent have entered into a Credit Agreement, dated as of November 19, 2010 as (the “Credit Agreement”). Capitalized terms not
otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement. 
 (2) The Borrower has
requested and the Required Lenders have agreed that the Credit Agreement be amended upon the terms and subject to the conditions set forth herein. 
 NOW THEREFORE, in consideration of the premises and the mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the parties hereto hereby
agree as follows: 
 SECTION 1. Amendment to Credit Agreement. Effective as of the date hereof and subject to the
satisfaction of the conditions precedent referred to in Section 2 hereof, the Credit Agreement is hereby amended by restating clause (a) of Section 6.2.2 in full to read “Indebtedness secured by Liens of the type described in
Section 6.2.3 and Existing Debt”. 
 SECTION 2. Conditions to Effectiveness. This Amendment shall become
effective on and as of the date first above written (the “Effective Date”) when, and only when each of the Borrower and the Required Lenders has delivered a duly authorized and executed signature page to this Amendment to the
Administrative Agent or its counsel. 
 SECTION 3. Reference to and Effect on the Loan Documents. (a) On and after
the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as
amended hereby. 
 (b) The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full
force and effect and is hereby in all respects ratified and confirmed. 
 (c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement or constitute a waiver of any provision of the Credit Agreement.


  
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 SECTION 4. Costs and Expenses. The Borrower agrees to pay on demand all costs and
expenses of the Administrative Agent and the Lenders in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment, the Credit Agreement and the other instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 11.3 of the Credit Agreement. 

SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. 
 SECTION 6. GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
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remainder of this page intentionally left blank.] 

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

			
	ROYAL CARIBBEAN CRUISES LTD.
		
	 By:
	 	 /s/ Antje Gibson

	 Title:
	 	Vice President, Treasury


 Agreed as of the date
first above written: 
 NORDEA BANK FINLAND PLC, NEW YORK BRANCH 
 as Administrative Agent and as Lender 
  

					
	By	 	 /s/ Colleen Durkin

		 	Name:	 	Colleen Durkin
		 	Title:	 	First Vice President
		
	By	 	 /s/ Martin Lunder 

		 	Name:	 	Martin Lunder
		 	Title:	 	Senior Vice President
	
	DNB NOR BANK ASA
		
	By	 	 /s/ Giacomo Landi

		 	Name:	 	Giacomo Landi
		 	Title:	 	Senior Vice President
		
	By	 	 /s/ Cathleen Buckley

		 	Name:	 	Cathleen Buckley
		 	Title:	 	First Vice President
	
	CITIBANK, N.A.
		
	By	 	 /s/ Blake Gronich

		 	Name:	 	Blake Gronich
		 	Title:	 	Vice President

 RCCL CREDIT AGREEMENT
AMENDMENT NO.1 








					
	BANK OF AMERICA, N.A.
		
	By	 	 /s/ Justin Lien

		 	Name:	 	Justin Lien
		 	Title:	 	Senior Vice President
	
	BNP PARIBAS
		
	By	 	 /s/ Melissa Bailey

		 	Name:	 	Melissa Bailey
		 	Title:	 	Vice President
		
	By	 	 /s/ Berangere Allen

		 	Name:	 	Berangere Allen
		 	Title:	 	Vice President
	
	GOLDMAN SACHS BANK USA
		
	By	 	 /s/ Lauren Day

		 	Name:	 	Lauren Day
		 	Title:	 	Authorized Signatory
	
	MIZUHO CORPORATE BANK, LTD.
		
	By	 	 /s/ Raymond Ventura

		 	Name:	 	Raymond Ventura
		 	Title:	 	Deputy General Manager
	
	MORGAN STANLEY BANK, N.A.
		
	By	 	 /s/ Nick Zangari

		 	Name:	 	Nick Zangari
		 	Title:	 	Authorized Signatory
	
	SKANDINAVISKA ENSKILDA BANKEN AB
		
	By	 	 /s/ Scott Lewallen

		 	Name:	 	Scott Lewallen
		 	Title:	 	Head of Shipping Finance

 RCCL CREDIT
AGREEMENT AMENDMENT NO.1 








					
	THE BANK OF NOVA SCOTIA
		
	By	 	 /s/ Jon Burkin

		 	Name:	 	Jon Burkin
		 	Title:	 	Managing Director

 RCCL CREDIT AGREEMENT
AMENDMENT NO.1