ROYAL CARIBBEAN CRUISES LTD (Form: 8-K, Received: 11/07/2012 17:12:37)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 2, 2012

ROYAL CARIBBEAN CRUISES LTD.
(Exact Name of Registrant as Specified in Charter)


Republic of Liberia
(State or Other Jurisdiction of Incorporation)

1-11884	98-0081645
(Commission File Number)	(IRS Employer Identification No.)


1050 Caribbean Way, Miami, Florida	33132
(Address of Principal Executive Offices)	(Zip Code)


Registrant’s telephone number, including area code: 305-539-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

The disclosure under Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On November 7, 2012, Royal Caribbean Cruises Ltd. (the “ Company ”) completed its previously announced offering of $650,000,000 aggregate principal amount of its 5.250% Senior Notes due November 15, 2022 (the “ Notes ”). The Notes are governed by an indenture, dated as of July 31, 2006, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, as supplemented by the Second Supplemental Indenture thereto, dated as of November 7, 2012, between the Company and the Trustee (as supplemented, the “ Indenture ”) for the benefit of the holders of each Note. The Notes have been registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement filed on March 1, 2012 on Form S-3, File No. 333-179854.

Interest on the Notes is payable semi-annually in cash in arrears on May 15 and November 15 of each year, beginning on May 15, 2013. The Notes are unsecured and unsubordinated obligations of the Company and rank equally in right of payment with all of the Company’s other unsecured and unsubordinated debt.

The net proceeds from the offering (after underwriters’ discounts and expenses) were approximately $638.5 million. As previously disclosed, the Company intends to use all of the net proceeds of the offering to repay indebtedness outstanding under certain of its unsecured debt facilities.

The Indenture provides, among other things, that the Notes are redeemable in whole or in part at the option of the Company at any time at a redemption price equal to the greater of: (a) 100% of the principal amount of the Notes being redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis at the applicable treasury rate plus 50 basis points, plus accrued and unpaid interest thereon, if any, to the date of redemption. In addition, upon the occurrence of a change of control triggering event specified in the Indenture, the Company must offer to purchase the Notes at a redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to the date of repurchase.

The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing, the Trustee or holders of at least 25% in principal amount of Notes may declare the principal and the accrued and unpaid interest, if any, on all of such series of Notes to be due and payable. These events of default are subject to a number of important qualifications, limitations and exceptions that are described in the Indenture.

The Second Supplemental Indenture is filed herewith as Exhibit 4.1. The foregoing description of the Indenture and the Second Supplemental Indenture are qualified in their entirety by reference to the actual agreements. The Form of Note is filed herewith as Exhibit 4.2.

Item 8.01

Other Events.

On November 2, 2012, the Company entered into an underwriting agreement (the “ Underwriting Agreement ”) with J.P. Morgan Securities LLC and Citigroup Global Markets Inc. acting as representatives in connection with the proposed offer and sale by the Company of the Notes. The Underwriting Agreement contains representations by the Company and indemnification on certain matters in favor of the underwriters named therein.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is hereby incorporated herein by this reference.

On November 2, 2012, the Company filed with the Securities and Exchange Commission a Prospectus Supplement dated November 2, 2012 in connection with the public offering of the Notes. A final Prospectus Supplement was filed with the Securities and Exchange Commission on November 5, 2012.

Item 9.01

Exhibits.

	Exhibit 1.1	Underwriting Agreement dated November 2, 2012 among the Company and J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein

	Exhibit 4.1	Form of Second Supplemental Indenture

	Exhibit 4.2	Form of Note

	Exhibit 5.1	Opinion of Watson, Farley & Williams (New York) LLP

	Exhibit 5.2	Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP

	Exhibit 23.1	Consent of Watson, Farley & Williams (New York) LLP (included in Exhibit 5.1)

	Exhibit 23.2	Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.2)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ROYAL CARIBBEAN CRUISES LTD.

Date:	November 7, 2012	By:	/s/ Bradley H. Stein
		Name:	Bradley H. Stein
		Title:	Senior Vice President, General Counsel

Exhibit 1.1

Execution Version

ROYAL CARIBBEAN CRUISES LTD.

(a Liberian corporation)

Debt or Convertible Debt Securities

UNDERWRITING AGREEMENT

November 2, 2012

To the Underwriter or

Underwriters named in the

applicable Terms Agreement

hereinafter described

Ladies and Gentlemen:

From time to time Royal Caribbean Cruises Ltd., a Liberian corporation (the “Company”), proposes to enter into one or more Terms Agreements (each a “Terms Agreement”) in the form of Exhibit A hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firm or firms named in the applicable Terms Agreement (such firm or firms, whether one or more, constituting the “Underwriters” with respect to such Terms Agreement and the securities specified therein) certain of its debt securities or convertible debt securities (the “Securities”) specified in such Terms Agreement (such Securities, with respect to such Terms Agreement, the “Underwritten Securities”).

The terms and rights of any particular issuance of Securities shall be as specified in the Terms Agreement relating thereto and in or pursuant to the indenture specified in such Terms Agreement (the “Indenture”). Each series of Securities may vary, as applicable , as to aggregate principal amount, maturity date, interest rate or formula and timing of payments thereof, redemption or repayment provisions, conversion provisions, sinking fund requirements, if any, and any other variable terms which the Indenture contemplates may be set forth in the Securities as issued from time to time.

Particular sales of Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Terms Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to the Underwriters (either one or more) who act without any firm being designated as their representative. As used herein, “you ” and “your”, unless the context otherwise requires, shall mean the Representatives together with the other parties, if any, identified in the applicable Terms Agreement as additional co-managers with respect to Underwritten Securities (as hereinafter defined) purchased pursuant thereto. The obligations of the Underwriters under this Agreement and each Terms Agreement shall be several and not joint.

The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Terms Agreement with respect to the Underwritten Securities designated therein. The Terms Agreement relating to the offering of Underwritten Securities shall specify the principal amount of Underwritten Securities to be initially issued (the “Initial Underwritten Securities”), the names of the Underwriters participating in such offering (subject to substitution as provided in Section 11 hereof), the principal amount of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the names of the Representatives in connection with such offering, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, the initial public offering price, if any, of the Initial Underwritten Securities, the time and place of delivery and payment, any delayed delivery arrangements and any other variable terms of the Initial Underwritten Securities (including, but not limited to, current ratings, designations, denominations, interest rates or formulas, interest payment dates, maturity dates, conversion provisions, redemption or repayment provisions and sinking fund requirements applicable to the Initial Underwritten Securities). In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters an option to purchase additional Underwritten Securities to cover over-allotments, if any, and the aggregate principal amount of Underwritten Securities subject to such option (the “Option Securities”). As used herein, the term “Underwritten Securities” shall include the Initial Underwritten Securities and any Option Securities. The Terms Agreement may take the form of an exchange of any standard form of written telecommunication between you and the Company. Each offering of Underwritten Securities will be governed by this Agreement, as supplemented by the applicable Terms Agreement.

The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under the Securities Act of 1933, as amended (the “1933 Act”), on Form S-3ASR (File No. 333-179854) in respect of the Securities (and shares of Common Stock issuable upon conversion thereof, if any) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”); and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering has been initiated or threatened by the Securities and Exchange Commission (the “Commission”), and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company; and the Company has filed such amendments thereto as may have been required prior to the execution of the applicable Terms Agreement. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the 1933 Act, including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the 1933 Act, is hereinafter called the “Registration Statement”; the base prospectus filed as part of the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”; the preliminary prospectus supplement relating to the Underwritten Securities, together with the Base Prospectus, that is first filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the 1933 Act is hereinafter called the

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“Preliminary Prospectus”; the final prospectus supplement relating to the Underwritten Securities, together with the Base Prospectus, that is first filed with the Commission pursuant to Rule 424(b) under the 1933 Act after the date and time that this Agreement is executed by the parties hereto is hereinafter called the “Prospectus”; any reference herein to the Base Prospectus, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents that are or are deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act as of the date of such prospectus; any reference to any amendment or supplement to the Base Prospectus, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the 1933 Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and incorporated therein, in each case after the date of the Base Prospectus, the Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; any “issuer free writing prospectus” as defined in Rule 433 under the 1933 Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”; and all references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, the Preliminary Prospectus, or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, the Preliminary Prospectus, or the Prospectus, as the case may be.

Section 1. Representations and Warranties . (a) The Company represents and warrants to you and to each other Underwriter named in the applicable Terms Agreement, as of the date thereof, as follows:

(i) At (i) the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act) with respect to the Underwritten Securities and (ii) the time of execution of this Agreement, the Company was not and is not an “ineligible issuer” as defined in Rule 405 under the 1933 Act.

(ii) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering has been initiated or, to the knowledge of the Company, threatened by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the 1933 Act and the 1939 Act, and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by

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an Underwriter through any representative of an offering of Underwritten Securities expressly for use therein.

(iii) For the purposes of this Agreement and the Terms Agreement, the “Applicable Time” shall be such time as specified in the applicable Terms Agreement; the Preliminary Prospectus as supplemented by the final term sheet prepared and filed pursuant to Section 3(a) hereof, taken together (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus and any other free writing prospectus listed in the applicable Terms Agreement does not conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus and each such Issuer Free Writing Prospectus or free writing prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this paragraph shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through any representative of an offering of Underwritten Securities expressly for use therein.

(iv) (1) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the 1933 Act and the 1939 Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (2) the Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) and, at the Time of Delivery (as defined in Section 2 hereof), did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that these representations and warranties shall not apply to (A) any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Underwritten Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities or (B) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) under the 1939 Act, of the Trustee (as defined in the Indenture).

(v) The documents incorporated by reference in the Pricing Disclosure Package and the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the 1934 Act and the rules and regulations of the Commission thereunder; and any further documents so filed and incorporated by

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reference in the Pricing Disclosure Package, the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the 1934 Act and the rules and regulations of the Commission thereunder.

(vi) The independent public accountants of the Company (the “Company Accountants”) who are reporting upon the audited consolidated financial statements and schedules included in the Registration Statement, and have audited the Company’s internal control over financial reporting, are independent public accountants as required by the 1933 Act and the 1933 Act Regulations.

(vii) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the applicable Terms Agreement and the Delayed Delivery Contracts (as hereinafter defined), if any, and this Agreement, the applicable Terms Agreement and the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the Company.

(viii) (A) The consolidated financial statements and the related schedules and notes of the Company included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly the consolidated financial position of the Company and its Subsidiaries (as hereinafter defined), considered as one enterprise, as of the dates indicated and the consolidated statements of operations, balance sheets and cash flows of the Company and its Subsidiaries, considered as one enterprise for the periods specified; (B) such financial statements and related schedules and notes have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved except as indicated in footnotes or otherwise therein; (C) the selected financial data included in the Pricing Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement; (D) the financial statement schedules, if any, included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(ix) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the Republic of Liberia, has corporate power and authority to own its property and to conduct its business as described in the Pricing Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and its Subsidiaries, considered as one enterprise (a “Material Adverse Effect”).

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(x) Of the Company’s direct and indirect subsidiaries as of the date hereof (collectively, the “Subsidiaries”), those that are set forth on Schedule A hereto and as of the date of the applicable Terms Agreement those that are set forth on a schedule to the applicable Terms Agreement constitute “Significant Subsidiaries” as defined under Regulation S-X promulgated under the 1933 Act (the “Significant Subsidiaries”). Of such Significant Subsidiaries, Oasis of the Seas Inc., Allure of the Seas Inc., Celebrity Cruise Lines Inc. and Celebrity Cruises Holdings Inc. are incorporated under the laws of Liberia and Celebrity Cruise Lines Inc. is incorporated under the laws of the Cayman Islands. Each Significant Subsidiary has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Pricing Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, have a Material Adverse Effect.

(xi) All of the issued and outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or similar rights of any shareholder of the Company arising by operation of law, under the charter or by-laws of the Company or under any agreement to which the Company or any of its Subsidiaries is a party.

(xii) Except as described in the Pricing Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each Significant Subsidiary have been duly authorized and are validly issued, fully paid and non-assessable, and are 100% owned by the Company, directly or through one or more Significant Subsidiaries, free and clear of any pledge, lien, security interest, charge, claim, mortgage or encumbrance of any kind.

(xiii) The Company had at the respective dates indicated in the Pricing Disclosure Package and the Prospectus, a duly authorized and outstanding capitalization as set forth in the Pricing Disclosure Package and the Prospectus, as the case may be, in the column entitled “Actual” under the caption “Capitalization.”

(xiv) The Underwritten Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of the Indenture relating thereto, against payment of the consideration therefor specified in the applicable Terms Agreement or any applicable Delayed Delivery Contract, the Underwritten Securities will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting enforcement of creditors’ rights generally or by general equity principles (regardless of whether enforcement is considered in a proceeding in equity or at law); the Underwritten Securities conform in all material

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respects to the descriptions thereof contained in the Pricing Disclosure Package and the Prospectus.

(xv) The Company has all of the requisite corporate power and authority to execute, deliver and perform its obligations under the Indenture; the Indenture has been duly authorized by the Company, and, when duly executed and delivered by the Company and the Trustee, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); the Indenture conforms in all material respects to the descriptions thereof contained in the Pricing Disclosure Package and the Prospectus; and the Indenture has been duly qualified under the 1939 Act.

(xvi) Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise stated therein or contemplated thereby, there has not been (A) any material adverse change in the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and its Subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, (B) any transaction entered into by the Company or any Subsidiary, other than in the ordinary course of business, that is material to the Company and its Subsidiaries, considered as one enterprise or (C) any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

(xvii) The execution and delivery of this Agreement, the applicable Terms Agreement, the Delayed Delivery Contracts, if any, and the Indenture by the Company, the issuance, sale and delivery of the Underwritten Securities, the consummation by the Company of the transactions contemplated herein and therein and in the Registration Statement and compliance by the Company with the terms hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Company and do not and will not result in any violation of the charter or by-laws of the Company or any Significant Subsidiary, and do not and will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien or encumbrance upon any property or assets of the Company or any Significant Subsidiary under (A) any indenture, mortgage, or loan agreement, note, lease or other agreement or instrument to which the Company or any Significant Subsidiary is a party or by which the Company or any Significant Subsidiary is bound or to which any of their respective properties are subject, or (B) any existing applicable law (except that no representation is made with respect to any state securities or “blue-sky” laws), rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Significant Subsidiary or any of their respective properties, except as disclosed in the Pricing Disclosure Package and the Prospectus.

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(xviii) The Company and its Subsidiaries are conducting their business in compliance with, and each such entity has not received any notice of any outstanding violation of, all applicable local, state, federal and foreign laws, ordinances, rules and regulations in the jurisdictions in which they are conducting business except as disclosed in the Pricing Disclosure Package and the Prospectus and except to the extent that such failure to comply would not have, individually or in the aggregate, a Material Adverse Effect.

(xix) No filing with, authorization, approval, consent or order of, or qualification with, any governmental body or agency, or of any other person or entity, domestic or foreign, is required for the due authorization, execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Delayed Delivery Contracts, if any, or the Indenture and the valid authorization, issuance, sale and delivery of the Underwritten Securities, except such as may be required under the 1939 Act, 1933 Act and the 1933 Act Regulations (which have been obtained) or state securities or blue sky laws or under the regulations of the Oslo Stock Exchange or except such as shall be obtained by the Company prior to issuance.

(xx) Solely in connection with the transactions to be carried out by the Underwriters pursuant to this Agreement, to the knowledge of the Company, it is not necessary under the laws of Liberia that the Underwriters be licensed, qualified or entitled to carry on business in Liberia, and will not be deemed resident or domiciled subject to any tax liability in Liberia.

(xxi) Except as disclosed in the Pricing Disclosure Package and the Prospectus, there is no action, suit, investigation or proceeding before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties that is required to be disclosed in the Registration Statement, the Pricing Disclosure Package or Prospectus or which might materially and adversely affect the consummation of the transactions contemplated in this Agreement, the applicable Terms Agreement, the Delayed Delivery Contracts, if any, the Indenture or the Registration Statement.

(xxii) There is no tax, levy, impost, deduction, charge or withholding imposed by the Republic of Liberia or any political subdivision or taxing authority thereof or any other governmental entity either (A) on or by virtue of the execution, delivery or performance of this Agreement, the applicable Terms Agreement, the Delayed Delivery Contracts, if any, the Indenture or any other document to be furnished hereunder or thereunder, (B) on the issuance of the Underwritten Securities or (C) on any payment to be made by the Company pursuant to this Agreement, the applicable Terms Agreement or the Delayed Delivery Contracts, if any, except for any tax, levy, impost, deduction, charge or withholding imposed on payments made to holders of Underwritten Securities who reside in, maintain an office in or engage in business in the Republic of Liberia.

(xxiii) To the extent requested by the applicable underwriters prior to the date hereof, the Underwritten Securities or any shares of Common Stock or Preferred Stock

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issuable upon conversion of any Convertible Securities have been approved for listing on (1) the New York Stock Exchange or any other applicable securities exchange, subject only to official notice of issuance thereof and (2) the Oslo Stock Exchange.

(xxiv) The Company is not, and is not directly or indirectly controlled by, or acting on behalf of any person that is, and after receipt of payment for the Underwritten Securities and the application of the proceeds thereof as contemplated under the caption “Use of Proceeds” in each of the Preliminary Prospectus and the Prospectus will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(xxv) (i) At the time of filing the Registration Statement and (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), the Company was a “well-known seasoned issuer” as defined in Rule 405 under the 1933 Act.

(xxvi) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that complies with the requirements of the 1934 Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including, as applicable, the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement) for external purposes in accordance with generally accepted accounting principles. Except as disclosed in the Pricing Disclosure Package and the Prospectus, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting.

(xxvii) The Company and its Subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the 1934 Act). At June 30, 2012, the Company and its Subsidiaries completed the most recent evaluation of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 under the 1934 Act.

(xxviii) Except as disclosed in the Pricing Disclosure Package, since the date of the latest audited financial statements incorporated by reference in the Pricing Disclosure Package or the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting.

(xxix) The Company and its Subsidiaries legally and beneficially own each of the passenger cruise vessels (collectively, “Vessels”) owned by them free and clear of all liens and encumbrances, except such as are permitted under the Indenture, described in the Pricing Disclosure Package or such as would not reasonably be expected to have a Material Adverse Effect.

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(xxx) Each of the Company and its Subsidiaries (1) holds all governmental licenses, permits and other approvals required to conduct its business in the manner described in the Pricing Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Pricing Disclosure Package and the Prospectus and except to the extent the failure to hold any such governmental licenses, permits or other approvals would not reasonably be expected to have a Material Adverse Effect and (2) has obtained all such governmental licenses, authorizations, consents, permits and approvals as may be required for the operation of each Vessel in compliance with all applicable laws, except to the extent that failure to having obtained such governmental licenses, authorizations, consents, permits and approvals would not reasonably be expected to have a Material Adverse Effect.

(xxxi) Each of the Company and its Subsidiaries is in compliance with all applicable laws, rules, regulations, judgments, orders or decrees relating to the protection of the environment, except to the extent that the failure to so comply would not have a Material Adverse Effect.

(xxxii) Each of the Company and its Subsidiaries are insured with policies covering such risks in such amounts and with such limitations, exclusions and deductibles as it believes are sufficient for their businesses. The Company and its Subsidiaries have not received any notice of non-compliance (and to their knowledge no such notice has been threatened) with the terms of such policies that would materially affect their aggregate insurance coverage. The Company has no reason to believe that it or any Subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Effect.

(xxxiii) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(xxxiv) (i) The Company represents that neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, to the knowledge of the Entity, any director, officer, employee, agent, or affiliate of the Entity, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is:

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(A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), or Her Majesty’s Treasury (“HMT”), (collectively, “Sanctions”), nor

(B) located, organized or resident in a country or territory that currently is subject to Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria).

(ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering referred to in the Terms Agreement dated November 2, 2012, whether as underwriter, advisor, investor or otherwise).

(b) Any certificate signed by any officer of the Company or any Subsidiary and delivered to you or counsel for the Underwriters in connection with the offering of Underwritten Securities pursuant to this Agreement or the applicable Terms Agreement or the transactions contemplated hereby or thereby shall be deemed a representation and warranty by the Company to each Underwriter participating in such offering as to the matters covered thereby on the date of such certificate.

Section 2. Sale and Delivery to the Underwriters; Closings . (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions herein set forth.

(b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company may grant, if so provided in the applicable Terms Agreement relating to the Initial Underwritten Securities, an option to the Underwriters named in any such Terms Agreement, severally and not jointly, to purchase up to the aggregate principal amount of Option Securities set forth therein at the same price per Option Security as is applicable to the Initial Underwritten Securities. Such option, if granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the date of the Terms Agreement relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities upon notice by you to the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are then exercising

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the option and the time and date of payment and delivery for such Option Securities. Any such time and date of payment and delivery (a “Second Time of Delivery”) shall be determined by you, but shall not be later than seven full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total aggregate principal amount of Option Securities then being purchased which the aggregate principal amount of Initial Underwritten Securities each such Underwriter has agreed to purchase as set forth in the applicable Terms Agreement bears to the total aggregate principal amount of Initial Underwritten Securities, subject to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional Underwritten Securities.

(c) Payment of the purchase price for, and delivery of the Underwritten Securities shall be made at the time and place specified in the applicable Terms Agreement, or at such other place as shall be agreed upon by the Company and you (such date and time of payment and delivery being herein called the “First Time of Delivery,” and each of the First Time of Delivery and the Second Time of Delivery being herein called a “Time of Delivery”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the time and place specified in the applicable Terms Agreement, on the Second Time of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by certified or official bank check or checks or by wire transfer in immediately available (same day) funds payable to the order of the Company against delivery to you for the respective accounts of the several Underwriters of the Underwritten Securities to be purchased by them.

(d) The Underwritten Securities to be purchased by the Underwriters shall be in such denominations and registered in such names as you may request in writing at least two full business days before the First Time of Delivery or the Second Time of Delivery, as the case may be. The Underwritten Securities will be made available in New York City for examination and packaging by you not later than 10:00 A.M. on the business day prior to the First Time of Delivery or the Second Time of Delivery, as the case may be. If specified in the applicable Terms Agreement, the Underwritten Securities shall be in book-entry form only.

(e) The Company hereby confirms its engagement of Goldman, Sachs & Co. (“Goldman Sachs”) as, and Goldman Sachs hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of FINRA Rule 5121 with respect to the offering and sale of the Underwritten Securities to the extent required by such FINRA Rule 5121.

(f) It is understood that each Underwriter has authorized you, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Underwritten Securities. You, individually and not as Representatives, may (but shall not be obligated to) make payment of the purchase price for the Underwritten Securities to be purchased by any Underwriter whose wire transfer or check or checks shall not have been received by the First Time of Delivery or the Second Time of Delivery, as the case may be.

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(g) If authorized by the applicable Terms Agreement, the Underwriters named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts (“Delayed Delivery Contracts”) substantially in the form of Exhibit C hereto with such changes therein as the Company may approve. As compensation for arranging Delayed Delivery Contracts, the Company will pay to you at the applicable Time of Delivery, for the respective accounts of the Underwriters, a fee equal to that percentage of the principal amount of Underwritten Securities for which Delayed Delivery Contracts are made at the applicable Time of Delivery as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors of the types described in the Prospectus. At the applicable Time of Delivery, the Company will enter into Delayed Delivery Contracts (for not less than the minimum principal amount of Underwritten Securities per Delayed Delivery Contract specified in the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Underwritten Securities in excess of that specified in the applicable Terms Agreement. The Underwriters will not have any responsibility for the validity or performance of any Delayed Delivery Contracts.

You shall submit to the Company, at least three business days prior to the applicable Time of Delivery, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the applicable Time of Delivery, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Underwritten Securities to be covered by each such Delayed Delivery Contract.

The principal amount of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the principal amount of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in a written notice delivered by you to the Company; provided, however, that the total principal amount of Underwritten Securities to be purchased by all Underwriters shall be the total principal amount of Underwritten Securities covered by the applicable Terms Agreement, less the principal amount of Underwritten Securities covered by Delayed Delivery Contracts.

Section 3. Certain Covenants of the Company . The Company covenants with each Underwriter of Underwritten Securities as follows:

(a) To prepare the Prospectus as amended and supplemented in relation to the applicable Underwritten Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the 1933 Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Terms Agreement relating to the applicable Underwritten Securities; to make no further amendment or any supplement to the Registration Statement, the Base Prospectus or the Prospectus, as then amended or supplemented, after the date of the Terms Agreement relating to such Underwritten Securities and prior to the Time of Delivery for such Underwritten Securities to which the Representatives reasonably object promptly after reasonable notice thereof; to advise the Representatives promptly of any

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such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; to prepare a final term sheet, containing solely a description of the Underwritten Securities, substantially in a form approved by the Representatives (attached as Exhibit B hereto) and to file such term sheet pursuant to Rule 433(d) under the 1933 Act within the time required by such Rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the 1933 Act; to file promptly all reports and any other information required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of the Preliminary Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required in connection with the offering or sale of such Underwritten Securities; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended prospectus has been filed with the Commission and to furnish the Representatives with copies thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Preliminary Prospectus or other prospectus or threatening any proceeding for that purpose or pursuant to Section 8A of the 1933 Act relating to such Underwritten Securities, including, in the case of Convertible Securities, the shares of stock issuable upon conversion of the Convertible Securities, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act, of the suspension of the qualification of such Underwritten Securities or stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Preliminary Prospectus or other prospectus or any proceeding for that purpose or pursuant to Section 8A of the 1933 Act relating to such Underwritten Securities or stock or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; and in the event of any such issuance of a notice of objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Underwritten Securities by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement).

(b) If required by Rule 430B(h) under the 1933 Act, to prepare a form of prospectus, to give the Representatives notice thereof and to file such form of prospectus pursuant to Rule 424(b) under the 1933 Act not later than may be required by Rule 424(b) under the 1933 Act; and to make no further amendment or supplement to such form of prospectus which shall reasonably be disapproved by the Representatives promptly after reasonable notice thereof.

(c) The Company will use its best efforts to furnish the Underwriters, prior to 5:00 P.M., New York City time, on the New York Business Day (as defined herein) next succeeding the date of this Agreement and from time to time, with written and electronic

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copies of the Preliminary Prospectus and the Prospectus as amended or supplemented in New York City in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required at any time in connection with the offering or sale of the Underwritten Securities, including in the case of Convertible Securities, the shares of Common Stock or Preferred Stock issuable upon conversion of the Convertible Securities and if at such time any event shall have occurred as a result of which the Pricing Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Pricing Disclosure Package or Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Pricing Disclosure Package or the Prospectus or to file under the 1934 Act any document incorporated by reference in the Pricing Disclosure Package or the Prospectus in order to comply with the 1933 Act, the 1934 Act or the 1939 Act or the respective rules thereunder, and upon their reasonable request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as the Representatives may from time to time reasonably request of an amended Pricing Disclosure Package or Prospectus or a supplement to the Pricing Disclosure Package or the Prospectus which will correct such statement or omission or effect such compliance. For purposes of this Agreement, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

(d) The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Underwritten Securities and the shares of Common Stock or Preferred Stock issuable upon conversion of the Convertible Securities, if any, for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as you may designate and to maintain such qualifications in effect for a period of not less than one year from the effective date of the Registration Statement; provided, that neither the Company nor any Subsidiary shall be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Underwritten Securities and the shares of Common Stock or Preferred Stock issuable upon conversion of the Convertible Securities, if any, have been qualified as above provided.

(e) The Company will make generally available to its security holders and will deliver to the Representatives an earnings statement of the Company and its Subsidiaries (which need not be audited) complying with Section 11(a) of the 1933 Act and the 1933 Act Regulations (including, at the option of the Company, Rule 158).

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(f) To the extent provided in the applicable Terms Agreement, the Company will use its best efforts to effect and maintain the listing of any shares of Common Stock or Preferred Stock issuable upon conversion of any Convertible Securities or to the extent requested by the applicable Underwriters prior to the date hereof, any Convertible Securities, if applicable, on the New York Stock Exchange.

(g) To the extent provided in the Terms Agreement, the Company will not, between the date of the applicable Terms Agreement and a date agreed to by the Representatives and the Company in the Terms Agreement, without the Representatives’ prior written consent, offer or sell, grant any option for the sale of, or enter into any agreement to sell, any debt securities of the Company (other than the Underwritten Securities which are to be sold pursuant to such Terms Agreement), or if such Terms Agreement relates to Convertible Securities that are convertible into Common Stock, any Common Stock or any security convertible into Common Stock (except for Common Stock issued pursuant to employee benefit plans, dividend reinvestment plans, employee and director stock option plans, existing employment agreements or existing shareholder option plans), or if such Terms Agreement relates to Convertible Securities that are convertible into Preferred Stock, any Preferred Stock or any security convertible into Preferred Stock (except for Preferred Stock issued pursuant to employee benefit plans, dividend reinvestment plans, or employee and director stock option plans, existing employment agreements or existing shareholder option plans), except, in each case, as may otherwise be provided in the applicable Terms Agreement.

(h) If applicable, the Company will reserve and keep available at all times, free of preemptive or other similar rights, shares of Common Stock or Preferred Stock, as the case may be, for the purpose of enabling the Company to satisfy any obligation to issue such shares upon conversion of any Convertible Securities.

(i) For a period of five years after the applicable Time of Delivery, the Company will furnish to you and to each Underwriter that so requests copies of all annual reports, quarterly reports and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, as the case may be, or such other similar forms as may be designated by the Commission, and such other documents, reports and information relating to the Company’s business or finances as shall be furnished by the Company to its shareholders generally; provided that the Company shall have no obligation to furnish any document that is publicly available via the Commission’s EDGAR system.

(j) The Company, during the period when a prospectus is required to be delivered under the 1933 Act (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) in connection with sales of the Underwritten Securities, will file all documents required to be filed with the Commission pursuant to Sections 13, 14 or 15 of the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

(k) The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the 1933 Act and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act.

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(l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of McGraw Hill, Inc. (“S&P”), and Moody’s Investors Service Inc. (“Moody’s”) to provide their respective credit ratings of the Securities in connection with the initial issuance thereof.

Section 4. (a)(i) The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 3(a) hereof, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Underwritten Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the 1933 Act; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of any Issuer Free Writing Prospectuses listed in the Terms Agreement and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives, any such Issuer Free Writing Prospectus consented to or deemed to be consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus”; and

(ii) Each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives, other than one or more free writing prospectuses relating to the Underwritten Securities containing customary information and conveyed to purchasers of Underwritten Securities, it has not made and will not make any offer relating to the Underwritten Securities that would constitute a free writing prospectus required to be filed with the Commission, provided that in no case shall any Underwriter make or use any Issuer Free Writing Prospectus or any free writing prospectus that the Company would be obligated to file with the Commission unless the Company shall have consented thereto in writing.

(b) The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping; and

(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus relating to an offering of Underwritten Securities after the pricing thereof and prior to the First Time of Delivery with respect thereto, any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, or it is necessary to amend or supplement the Pricing Disclosure Package to comply with applicable law, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such statement or omission or will amend or supplement the Pricing Disclosure Package to comply with applicable law; provided, however, that the Company shall have no obligation to correct any statements or omissions in an Issuer Free Writing

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Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter expressly for use therein.

Section 5. Payment of Expenses . (a) The Company will pay all expenses incident to the performance of its obligations under this Agreement and the applicable Terms Agreement including (i) the printing and filing of the Registration Statement (including financial statements, schedules and exhibits), as originally filed and as amended, the Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to the Underwriters, (ii) the copying or printing, as applicable, and distribution of this Agreement, the applicable Terms Agreement and the Delayed Delivery Contracts, if any, the certificates for the Underwritten Securities and a survey of state securities or blue sky laws (the “Blue Sky Survey”), (iii) the preparation, issuance and delivery of the Underwritten Securities to the Underwriters, (iv) the fees and disbursements of the Company’s counsel and accountants, (v) the qualification of the Underwritten Securities and the shares of Common Stock or Preferred Stock issuable upon conversion of the Convertible Securities, if any, under the applicable securities laws in accordance with Section 3(c) and any filing for review of the offering with the Financial Industry Regulatory Authority, Inc. (“FINRA”), including filing fees and reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the Blue Sky Survey, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee, in connection with the Indenture and the Underwritten Securities, (vii) any fees payable in connection with the rating of the Underwritten Securities, (viii) the fees and expenses, if any, incurred with respect to the listing of the Underwritten Securities, and the shares of Common Stock or Preferred Stock issuable upon conversion of the Convertible Securities, if any, on any national securities exchange, (ix) the printing and delivery to the Underwriters of copies of the Indenture and (x) any counsel fees incurred on behalf of or disbursements by Goldman Sachs in its capacity as a “qualified independent underwriter.”

(b) If the applicable Terms Agreement is terminated by you in accordance with the provisions of Sections 6, 11(b)(i) or 13, the Company shall reimburse the Underwriters named in such Terms Agreement through you for all their reasonable out-of-pocket expenses reasonably incurred, including the reasonable fees and disbursements of counsel for the Underwriters.

Section 6. Conditions of Underwriters’ Obligations . The obligations of the several Underwriters to purchase and pay for the Underwritten Securities pursuant to the applicable Terms Agreement are subject to the accuracy of the representations and warranties of the Company contained herein or in certificates of any officer of the Company or any Subsidiary delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the following further conditions:

(a) The Prospectus as amended or supplemented in relation to the applicable Underwritten Securities shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the 1933 Act and in accordance with Section 3(a) hereof; the final term sheet contemplated by Section 3(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the 1933 Act shall have been filed with the

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Commission within the applicable time period prescribed for such filings by Rule 433 under the 1933 Act; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company shall have been instituted or be pending or have been threatened by the Commission under the 1933 Act and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act shall have been received; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission and no proceeding for such purpose or pursuant to Section 8A under the 1933 Act shall be pending before or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction.

(b) At the First Time of Delivery, you shall have received signed opinions of Fried, Frank, Harris, Shriver & Jacobson LLP and Watson, Farley & Williams (New York) LLP as outside counsel for the Company, dated as of the First Time of Delivery, together with reproduced copies of such opinions for each of the other Underwriters, in form and substance reasonably satisfactory to counsel for the Underwriters.

(c) At the First Time of Delivery, you shall have received a signed opinion of Bradley Stein, the Company’s General Counsel and Secretary, dated as of the First Time of Delivery, together with reproduced copies of such opinions for each of the other Underwriters, in form and substance reasonably satisfactory to counsel for the Underwriters.

(d) At the First Time of Delivery, you shall have received the favorable opinion of counsel for the Underwriters, dated as of the First Time of Delivery, together with reproduced copies of such opinion for each of the other Underwriters, to the effect that the opinions delivered pursuant to Sections 6(b) and 6(c) appear on their faces to be appropriately responsive to the requirements of this Agreement and the applicable Terms Agreement except, specifying the same, to the extent waived by you, and with respect to the legal existence of the Company, the Underwritten Securities, this Agreement, the applicable Terms Agreement, the Registration Statement, the Pricing Disclosure Package, the Prospectus and such other related matters as you may require. In giving such opinion such counsel may rely, (A) as to matters governed by the laws of the Republic of Liberia, upon the opinion of special counsel as to matters of Liberian law reasonably acceptable to the Representatives and (B) as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the laws of the State of New York, upon the opinions of counsel reasonably satisfactory to you. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its Subsidiaries and certificates of public officials.

(e) At the First Time of Delivery, (i) the Registration Statement, the Pricing Disclosure Package and the Prospectus, as they may then be amended or supplemented, shall conform in all material respects to the requirements of the 1933 Act and the 1933

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Act Regulations, the Registration Statement, as it may then be amended or supplemented, shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement not misleading, the Pricing Disclosure Package, as it may then be amended or supplemented, shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements in the Pricing Disclosure Package not misleading and the Prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements in the Prospectus, in light of the circumstances under which they were made, not misleading, (ii) there shall not have been, since the date of the applicable Terms Agreement or since the respective dates as of which information is given in the Pricing Disclosure Package or the Prospectus, any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and its Subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, (iii) no action, suit or proceeding at law or in equity shall be pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary that would be required to be set forth in the Pricing Disclosure Package and the Prospectus other than as set forth therein and no proceedings shall be pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary before or by any federal, state or other commission, board or administrative agency that could reasonably be expected to materially and adversely affect the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and its Subsidiaries, considered as one enterprise, other than as set forth in the Pricing Disclosure Package and the Prospectus, (iv) the Company shall have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the First Time of Delivery and (v) the other representations and warranties of the Company set forth in Section 1(a) and set forth in the certificate referenced in 6(e)(2) below shall be accurate as though expressly made at and as of the First Time of Delivery. At the First Time of Delivery, you shall have received (1) a certificate of the Chairman of the Board, President or Vice President and the Chief Financial Officer, Treasurer or Controller of the Company, dated as of the First Time of Delivery, to such effect and (2) a certificate of the General Counsel of the Company, dated as of the First Time of Delivery, as to such matters as the Representatives may reasonably request. As used in Section 6(e)(ii) and (iii), the term “Prospectus” means the Prospectus in the form first used to confirm sales of the Underwritten Securities.

(f) On the date of the Terms Agreement for such Underwritten Securities and at the First Time of Delivery for such Underwritten Securities, the Company Accountants who have certified the financial statements of the Company and its Subsidiaries included or incorporated by reference in the Registration Statement shall have furnished to the Representatives a letter, dated the date of the Terms Agreement or the date of the most recent report filed with the Commission containing financial statements and incorporated by reference in the Registration Statement, if the date of such report is later than such date, and a letter dated as of the First Time of Delivery, respectively, as to such other matters as the Representatives may reasonably request and in form and substance reasonably satisfactory to the Representatives.

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(g) At the First Time of Delivery, you shall have received from the Company lock-up agreements as set forth in the Terms Agreement.

(h) At the First Time of Delivery, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Underwritten Securities as contemplated in this Agreement and the matters referred to in Section 6(e) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company, at or prior to the First Time of Delivery in connection with the authorization, issuance and sale of the Underwritten Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to counsel for the Underwriters.

(i) To the extent requested by the applicable Underwriters prior to the date hereof, the Underwritten Securities and the Common Stock or Preferred Stock issuable upon conversion of the Convertible Securities, if any, shall have been duly authorized for listing by (1) the New York Stock Exchange or any other applicable securities exchange, subject only to official notice of issuance thereof and (2) the Oslo Stock Exchange.

(j) At the First Time of Delivery, the Underwriters shall have received a copy of an opinion, rendered to the Underwriters by Company special tax counsel with respect to tax matters, in form and substance reasonably acceptable to counsel for the Underwriters.

(k) The Company shall have complied with the provisions of Section 3(b) hereof with respect to the furnishing of Prospectuses on the New York Business Day next succeeding the date of this Agreement.

If any of the conditions specified in this Section 6 shall not have been fulfilled when and as required by this Agreement or the applicable Terms Agreement to be fulfilled, the applicable Terms Agreement may be terminated by you upon notice to the Company at any time at or prior to the First Time of Delivery, and such termination shall be without liability of any party to any other party except as provided in Section 5 herein. Notwithstanding any such termination, the provisions of Sections 8, 9, 10, 16 and 17 herein shall remain in effect.

Section 7. Conditions to Purchase of Option Securities . In the event that the Underwriters exercise their option provided in a Terms Agreement as set forth in Section 2(b) hereof to purchase all or any of the Option Securities and the Second Time of Delivery determined by you pursuant to Section 2(b) is later than the First Time of Delivery, the obligations of the several Underwriters to purchase and pay for the Option Securities that they shall have respectively agreed to purchase pursuant to the applicable Terms Agreement are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance of the Company of its obligations hereunder and to the following further conditions:

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(a) No stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company shall have been instituted or shall be pending or, to your knowledge or the knowledge of the Company, shall have been threatened by the Commission; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission and no proceeding for such purpose or pursuant to Section 8A under the 1933 Act shall be pending before or threatened by the Commission; and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel for the Underwriters.

(b) At the Second Time of Delivery, the provisions of Section 6(e) shall have been complied with at and as of the Second Time of Delivery and, at the Second Time of Delivery, you shall have received a certificate of the Chairman of the Board, President or Vice President and the Treasurer or Controller of the Company with respect to the provisions of Section 6(e), dated as of the Second Time of Delivery, to such effect.

(c) At the Second Time of Delivery, you shall have received the opinions of Fried, Frank, Harris, Shriver & Jacobson LLP and Watson, Farley & Williams (New York) LLP, each outside counsel for the Company reasonably acceptable to the Representatives, together with reproduced copies of such opinions for each of the other Underwriters in form and substance reasonably satisfactory to counsel for the Underwriters, dated as of the Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 6(b).

(d) At the Second Time of Delivery, you should have received the opinion of the Company’s General Counsel reasonably acceptable to the Representatives, together with reproduced copies of such opinion for each of the other Underwriters in form and substance reasonably satisfactory to counsel for the Underwriters, dated as of the Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 6(c).

(e) At the Second Time of Delivery, you shall have received the opinion of counsel for the Underwriters, dated as of the Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 6(d).

(f) At the Second Time of Delivery, you shall have received a letter from the Accountants, in form and substance reasonably satisfactory to you and dated as of the Second Time of Delivery, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 6(f), except that the specified date referred to shall be a date not more than three business days prior to the Second Time of Delivery.

(g) At the Second Time of Delivery, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Option Securities as contemplated in this Agreement and the matters referred to in Section 7(e)

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and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company, at or prior to the Second Time of Delivery in connection with the authorization, issuance and sale of the Option Securities as contemplated in this Agreement shall be reasonably satisfactory in form and substance to you and to counsel for the Underwriters.

(h) At the Second Time of Delivery, you shall have received the favorable opinion of special tax counsel for the Company reasonably acceptable to the Representatives, together with reproduced copies of such opinion for each of the Underwriters, in form and substance reasonably satisfactory to counsel for the Underwriters, dated the Second Time of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 6(j) and addressed to the Underwriters.

Section 8. Indemnification . (a) The Company agrees to indemnify and hold harmless (1) each Underwriter, (2) each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, (3) each affiliate of any Underwriter within the meaning of Rule 405 under the 1933 Act that is (x) a broker-dealer or (y) sells Underwritten Securities in the offering referred to in the Terms Agreement dated November 2, 2012 (an “Affiliate”), and (4) directors, officers, employees and agents of each Underwriter, as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of an untrue statement or alleged untrue statement of a material fact included in the Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the 1933 Act, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; and

(iii) against any and all expense whatsoever, as incurred (including, subject to the last sentence of Section 8(c), fees and disbursements of counsel chosen by you to represent the Underwriters), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue

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statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above;

provided, however, that this indemnity does not apply to any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished or confirmed in writing to the Company by or on behalf of any Underwriter through you expressly for use in the Registration Statement (or in any amendment thereto), the Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or the Pricing Disclosure Package.

(b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 8(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished or confirmed in writing to the Company by or on behalf of such Underwriter through you expressly for use in the Registration Statement (or any amendment thereto), the Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto.

(c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. If any such action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Representatives shall have the right to employ counsel to represent jointly the Representatives and those other Underwriters and their respective controlling persons and Affiliates who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters against the Company under this Section 8 if, in the reasonable judgment of the Representatives, it is advisable for the Representatives and those Underwriters and controlling persons and Affiliates to be jointly represented by separate counsel (including local counsel), and in that event the fees and expenses of such separate counsel shall be paid by the Company. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to Section 8(e) hereof in respect of such action or proceeding, then in addition to such separate firm for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for Goldman Sachs in its capacity as a “qualified independent underwriter” and all persons, if any, who

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control Goldman Sachs within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Affiliate of Goldman Sachs.

(d) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such indemnified party. No indemnifying party shall be liable for any settlement of any action or claim for monetary damages which an indemnified party may effect without the written consent of the indemnifying party, which written consent shall not be unreasonably withheld.

(e) The Company also agrees to indemnify and hold harmless Goldman Sachs and each person, if any, who controls Goldman Sachs within the meaning of either Section 15 of the 1933 Act, or Section 20 of the 1934 Act and each Affiliate of Goldman Sachs, from and against any and all losses, claims, damages, liabilities and judgments incurred as a result of Goldman Sachs’ participation as a “qualified independent underwriter” within the meaning of FINRA Rule 5121 in connection with the offering of the Underwritten Securities, except for any losses, claims, damages, liabilities, and judgments resulting from Goldman Sachs’ or such controlling person’s or Affiliate’s, willful misconduct. The Company and the Underwriters agree that Goldman Sachs will not receive any additional benefits hereunder for serving as a “qualified independent underwriter” in connection with the offering and sale of the Underwritten Securities.

Section 9. Contribution . If the indemnification provided for in Section 8 is unavailable to or insufficient to hold harmless an indemnified party under Section 8(a) or (b) in respect of any loss, liability, claim, damage or expense (or actions in respect thereof) referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters of the Underwritten Securities on the other from the offering of the Underwritten Securities to which such loss, liability, claim, damage or expense (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under Section 8(c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of Underwritten Securities on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other in connection with the offering of the Underwritten Securities shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall

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be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 9. The amount paid or payable by an indemnified party as a result of the loss, liability, claim, damage or expense (or actions in respect thereof) referred to above in this Section 9 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Underwritten Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Underwritten Securities in this Section 9 to contribute are several in proportion to their respective underwriting obligations with respect to such Underwritten Securities and not joint.

Section 10. Representations, Warranties and Agreements to Survive Delivery . The representations, warranties, indemnities, agreements and other statements of the Company, its officers set forth in or made pursuant to this Agreement or the applicable Terms Agreement and any Delayed Delivery Contract and the indemnities of the Underwriters set forth in this Agreement will remain operative and in full force and effect regardless of any termination of this Agreement or the applicable Terms Agreement, or investigation made by or on behalf of the Company, or any Underwriter, controlling person or Affiliate and will survive delivery of and payment for the Underwritten Securities.

Section 11. Termination of Agreement . (a) This Agreement (excluding the applicable Terms Agreement) may be terminated for any reason at any time by the Company or by you upon the giving of 30 days’ written notice of such termination to the other party hereto.

(b) You may also terminate the applicable Terms Agreement, by notice to the Company at any time at or prior to the Time of Delivery (i) if there has been, since the date of such Terms Agreement or since the respective dates as of which information is given in the Pricing Disclosure Package or the Prospectus, any material adverse change in the condition (financial or otherwise), earnings, business affairs or business prospects of the Company or its Subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, (ii) if there has occurred any material adverse change in the financial markets in the United States or internationally or any outbreak or escalation of hostilities or other calamity or crisis, if the effect of any such event or events is such as to make it, in your judgment, impracticable or inadvisable to enforce contracts for the sale of the Underwritten Securities on the terms and in the manner contemplated in the Prospectus, (iii) if trading in any securities of

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the Company has been suspended or materially limited, or if trading generally on the New York Stock Exchange or in the over-the-counter market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by such exchange or by order of the Commission, the FINRA or any other governmental authority, (iv) if a banking moratorium has been declared by either federal or New York authorities or there has occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or (v) if the rating assigned by any nationally recognized statistical rating organization (as such term is defined under section 3(a)(62) of the 1934 Act) to any long term debt securities of the Company as of the date of the applicable Terms Agreement shall have been lowered since such date or if any such rating organization shall have publicly announced that it has placed any long term debt securities of the Company on what is commonly termed a “watch list” for possible downgrading. As used in this Section 11(b), the term “Prospectus” means the Prospectus in the form first used to confirm sales of the Underwritten Securities.

(c) In the event of any such termination, (x) the covenants set forth in Section 3 with respect to any offering of Underwritten Securities shall remain in effect so long as any Underwriter owns any such Underwritten Securities purchased from the Company pursuant to the applicable Terms Agreement and (y) the covenant set forth in Section 3(d) hereof, the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Sections 8 and 9 hereof, and the provisions of Sections 10, 16, 17 and 18 hereof shall remain in effect.

Section 12. Default by One or More of the Underwriters . If one or more of the Underwriters shall fail at the applicable Time of Delivery to purchase the Underwritten Securities that it or they are obligated to purchase under the applicable Terms Agreement (the “Defaulted Securities”), then you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms set forth in this Agreement; if, however, you have not completed such arrangements within such 24-hour period, then:

(a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Underwritten Securities to be purchased pursuant to such Terms Agreement, the non-defaulting Underwriters named in such Terms Agreement shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligation proportions hereunder bear to the underwriting obligation proportions of all non-defaulting Underwriters, or

(b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Underwritten Securities to be purchased pursuant to such Terms Agreement, the applicable Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriters.

No action taken pursuant to this Section 12 shall relieve any defaulting Underwriter from liability in respect of its default under this Agreement and the applicable Terms Agreement.

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In the event of any such default that does not result in a termination of the applicable Terms Agreement, either you or the Company shall have the right to postpone the applicable Time of Delivery for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 12.

Section 13. Default by the Company . If the Company shall fail at the applicable Time of Delivery to sell and deliver the principal amount of Underwritten Securities that it is obligated to sell, then the applicable Terms Agreement shall terminate without any liability on the part of any non-defaulting party except to the extent provided in Section 5 and except that the provisions of Sections 3(d), 5, 8, 9, 10, 16, 17 and 18 shall remain in effect. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default.

Section 14. Notices . All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if delivered, mailed or transmitted by any standard form of telecommunication (notices transmitted by telecopier to be promptly confirmed in writing). Notices to you or the Underwriters shall be directed to the address of the Representatives as set forth in the Terms Agreement; notices to the Company shall be directed to the Company at 1050 Caribbean Way, Miami, Florida 33132, attention of Richard D. Fain, Chairman of the Board, with a copy to the General Counsel of the Company at 1050 Caribbean Way, Miami, Florida 33132.

Section 15. Parties . This Agreement and the applicable Terms Agreement are made solely for the benefit of you, the Company and any Underwriter who becomes a party to such Terms Agreement and, to the extent expressed, any person controlling the Company or any of the Underwriters, and the directors of the Company, its officers who have signed the Registration Statement, and their respective executors, administrators, successors and assigns and, subject to the provisions of Section 11, no other person shall acquire or have any right under or by virtue of this Agreement and the applicable Terms Agreement. The term “successors and assigns” shall not include any purchaser, as such purchaser, from any of the several Underwriters of the Underwritten Securities. All of the obligations of the Underwriters hereunder are several and not joint.

Section 16. GOVERNING LAW AND TIME . THIS AGREEMENT AND THE APPLICABLE TERMS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. SPECIFIED TIMES OF THE DAY REFER TO NEW YORK CITY TIME.

Section 17. Consent to Jurisdiction and Service of Process . The Company agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Agreement, the applicable Terms Agreement or the transactions contemplated hereby or thereby may be instituted in any state or federal court in The City of New York, State of New York, and waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. The Company hereby irrevocably designates and appoints the Company’s General Counsel as

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the Company’s authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon the Company’s General Counsel at his office at the Company, 1050 Caribbean Way, Miami, Florida 33132 and written notice of said service to the Company, mailed or delivered to the Company’s General Counsel, 1050 Caribbean Way, Miami, Florida 33132 shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 17 shall affect the right of the Underwriters, their affiliates or any indemnified party to serve process in any manner permitted by law or limit the right of the Underwriters, their affiliates or any indemnified party to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company’s General Counsel in full force and effect so long as this Agreement or the applicable Terms Agreement shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the applicable Terms Agreement, to the extent permitted by law.

Section 18. Judgment Currency . The Company agrees to indemnify the Underwriters against any loss incurred by the Underwriters as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than United States dollars and as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the spot rate or exchange at which the Underwriters are able to purchase United States dollars with the amount of the Judgment Currency actually received by the Underwriters. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, United States currency.

Section 19. Counterparts . This Agreement and the applicable Terms Agreement may be executed in one or more counterparts and, when a counterpart has been executed by each party, all such counterparts taken together shall constitute one and the same agreement.

Section 20. Trial by Jury . The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 21. No Fiduciary Relationship . The Company acknowledges and agrees that (i) the purchase and sale of the Underwritten Securities pursuant to this Agreement is an arm’s length commercial transaction between the Company, on the one hand, and the Representatives and the several Underwriters and any of their agents or affiliates through which they may be

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acting, on the other, (ii) in connection therewith and with the process leading to such transaction each Representative and each Underwriter is acting solely as a principal and not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party, (iii) neither the Representatives nor any Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Representative or Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Representatives and the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Section 22. Tax Disclosure . Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinion and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to facts that may be relevant to that treatment.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument will become a binding agreement among the Company and the several Underwriters in accordance with its terms.

	Very truly yours,

	ROYAL CARIBBEAN CRUISES LTD.

	By:	/s/ Antje M. Gibson
		Name: Antje M. Gibson
		Title: Vice President and Treasurer

[Underwriting Agreement Signature Page]

Accepted as of the date hereof:

By:	J.P. MORGAN SECURITIES LLC

By:	/s/ Stathis Karanikolaidis
	Name: Stathis Karanikolaidis
	Title: Executive Director

By:	CITIGROUP GLOBAL MARKETS INC.

By:	/s/ Jack D. McSpadden Jr.
	Name: Jack D. McSpadden Jr.
	Title: Managing Director

On behalf of each of the Underwriters

[Underwriting Agreement Signature Page]

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EXHIBIT A

ROYAL CARIBBEAN CRUISES LTD.

(a Liberian corporation)

5.250% Senior Notes due 2022

TERMS AGREEMENT

Dated: November 2, 2012

To:	Royal Caribbean Cruises, Ltd.
	1050 Caribbean Way
	Miami, Florida 33132

Ladies and Gentlemen:

We (the “Representatives”) understand that Royal Caribbean Cruises Ltd., a Liberian corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the underwriting agreement dated November 2, 2012 between the Company and J.P. Morgan Securities LLC and Citigroup Global Markets Inc. (the “Underwriting Agreement”), to issue and sell $650,000,000 principal amount of its 5.250% Senior Notes due 2022 (the “Underwritten Securities”). Subject to the terms and conditions stated herein and in the Underwriting Agreement, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective amounts of Underwritten Securities set forth below opposite their respective names, to the extent any are purchased, at the purchase price set forth below.

Underwriter	Principal Amount Of Underwritten Securities
Citigroup Global Markets Inc..	$	110,500,000
J.P. Morgan Securities LLC		110,500,000
Goldman, Sachs & Co.		65,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated		65,000,000
Morgan Stanley & Co. LLC		65,000,000
RBS Securities Inc.		65,000,000
BNP Paribas Securities Corp.		29,250,000
DNB Markets, Inc.		45,500,000
Scotia Capital (USA) Inc.		34,125,000
BB&T Capital Markets, a division of Scott & Stringfellow, LLC		3,250,000
Deutsche Bank Securities Inc.		3,250,000
Mitsubishi UFJ Securities (USA), Inc.		3,250,000
Mizuho Securities USA Inc.		13,000,000
Raymond James & Associates, Inc.		8,450,000

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Skandinaviska Enskilda Banken AB (publ.)		12,675,000
SMBC Nikko Capital Markets Limited		13,000,000
U.S. Bancorp Investments, Inc.		3,250,000

Total.	$	650,000,000

$650,000,000 5.250% Senior Notes due 2022

The 2022 Notes shall have the following terms:

Title of Securities: Senior Notes

Currency: United States Dollars

Principal amount to be issued: $650,000,000

Current unsecured debt ratings: Moody’s Investors Service Ba1; Standard & Poor’s Corporation BB

Interest rate or formula: 5.250%

Interest payment dates: May 15 and November 15, beginning May 15, 2013

Record Dates: May 1 and November 1

Stated maturity date: November 15, 2022

Redemption or repayment provisions: None, except as provided by Sections 1108 and 1109 of the indenture dated as of July 31, 2006, as supplemented by the Second Supplemental Indenture, dated as of November 7, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Indenture”).

Sinking fund requirements: None

Principal Amount of Option Securities, if any, that may be purchased by the Underwriters: None

Delayed Delivery Contracts: Not authorized

Initial public offering price: 100% plus accrued interest, if any, or amortized original issue discount, if any, from November 7, 2012.

Purchase price: 98.5% plus accrued interest, if any, or amortized original issue discount, if any, from November 7, 2012 (payable in same day funds).

Conversion provisions: None

Defeasance provisions: The provisions of Sections 403 and 1004 of the Indenture relating to defeasance shall apply to the Underwritten Securities

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Other terms: The covenants set forth in the Prospectus Supplement and the Indenture shall apply to the Underwritten Securities

Applicable Time: 2:30 p.m. (Eastern time) on November 2, 2012

Representatives of the Underwriters:

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Closing Time and location: 10:00 a.m., November 7, 2012 at Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY 10022

Closing Time and location for Option Securities, if applicable: None

Lock-up period: None

Exchange Listing: None

Issuer Free Writing Prospectus (referred to in Section 1(a)(iii) of the Underwriting Agreement): Final term sheet dated November 2, 2012

Except to the extent amended hereby, each of the provisions contained in the Underwriting Agreement are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein and each of the representations, warranties and covenants set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, provided that each reference therein to (1) Prospectus shall be to the Prospectus Supplement, dated November 3, 2012, together with the Base Prospectus, dated March 1, 2012, (2) Preliminary Prospectus shall be to the Preliminary Prospectus Supplement, dated November 2, 2012, together with the Base Prospectus, dated March 1, 2012, as amended and supplemented immediately prior to the Applicable Time, and (3) Issuer Free Writing Prospectus shall be to any Issuer Free Writing Prospectus specifically referred to in this Terms Agreement. Terms defined in the Underwriting Agreement are used herein as therein defined. All of the Company’s direct and indirect Significant Subsidiaries are set forth on Schedule A hereto.

The Underwritten Securities will be issued only in book-entry form through the facilities of The Depository Trust Company (the “Depository”). Delivery of the Underwritten Securities will be made through the book-entry facilities of the Depository for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme .

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Please accept this offer by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.

	Very truly yours,

	Acting on behalf of themselves and each of the other named Underwriters


	By:	J.P. MORGAN SECURITIES LLC

	By:	________________________
		Name:
		Title:


	By:	CITIGROUP GLOBAL MARKETS INC.

	By:	_________________________
		Name:
		Title:

[Terms Agreement Signature Page]

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NYDOCS01/1291680.9

Accepted:

ROYAL CARIBBEAN CRUISES LTD.

By:	____________________________
	Name:
	Title:

[Terms Agreement Signature Page]

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EXHIBIT B

Form of Final Term Sheet

Royal Caribbean Cruises Ltd.

Offering of

$650,000,000 5.250% Senior Notes due 2022

Issuer:		Royal Caribbean Cruises Ltd.

Face Amount:		$650,000,000

Gross Proceeds:		$650,000,000

Net Proceeds to Issuer (before expenses):		$640,250,000

Maturity:		November 15, 2022, unless earlier redeemed or repurchased

Coupon (Interest Rate):		5.250%

Yield to Maturity:		5.250%

Spread to Benchmark Treasury:		+352 basis points


Benchmark Treasury:		UST 1.625% due August 15, 2022

Interest Payment Dates:		May 15 and November 15 of each year, commencing May 15, 2013

Optional Redemption Provision:		As set forth in the preliminary prospectus supplement, in whole or in part at the greater of (i) 100% of the principal amount or (ii) discounted present value at the Treasury Rate, plus 50 basis points

Denominations:		$2,000 x $1,000

CUSIP / ISIN:		780153AU6 / US780153AU63

Trade Date:		November 2, 2012

Settlement Date:		November 7, 2012 (T+3)

Global Coordinators and Joint Physical Book-Running Managers:		Citigroup Global Markets Inc. J.P. Morgan Securities LLC

Joint Book-Running Managers:		Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated

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NYDOCS01/1291680.9

	Morgan Stanley & Co. LLC RBS Securities Inc.

Senior Co-Managers:	BNP Paribas Securities Corp. DNB Markets, Inc. Scotia Capital (USA) Inc.

Co-Managers:	BB&T Capital Markets, a division of Scott & Stringfellow, LLC Deutsche Bank Securities Inc. Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. Raymond James & Associates, Inc. Skandinaviska Enskilda Banken AB (publ.) SMBC Nikko Capital Markets Limited U.S. Bancorp Investments, Inc.

The issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and accompanying prospectus related to that registration statement and other documents that the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at (800) 831-9146 or J.P. Morgan Securities LLC collect at (212) 834-4533.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

B-2

NYDOCS01/1291680.9

Exhibit C

ROYAL CARIBBEAN CRUISES LTD.

(a Liberian Corporation)

[Title of Securities]

DELAYED DELIVERY CONTRACT

[DATE]

Royal Caribbean Cruises Ltd.

1050 Caribbean Way

Miami, Florida 33132

Attention:

Ladies and Gentlemen:

The undersigned hereby agrees to purchase from Royal Caribbean Cruises Ltd. (the “Company”), and the Company agrees to sell to the undersigned on , 20___(the “Delivery Date”), principal amount of the Company’s [insert title of security] (the “Securities”), offered by the Company’s Prospectus dated , 20___, as supplemented by its Prospectus Supplement dated , 20___, receipt of which is hereby acknowledged at a purchase price of [___% of the principal amount thereof, plus accrued interest from , 20___,] to the Delivery Date, and on the further terms and conditions set forth in this contract.

Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the Company or its order by certified or official bank check or wire transfer in immediately available (same day) Clearing House funds at the office of , on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date.

The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company, on or before , 20___, shall have sold to the Underwriters of the Securities (the “Underwriters”) such principal amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated , 20___ among the Company and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment.

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NYDOCS01/1291680.9

Promptly after completion of the sale to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith.

By the execution hereof, the undersigned represents and warrants to the Company that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the Company and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement to the undersigned in accordance with its terms.

The contract will inure to the benefit of and binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other.

It is understood that the Company will not accept Delayed Delivery Contracts for an aggregate principal amount of Securities in excess of $ and that the acceptance of any Delayed Delivery Contract is in the Company’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such copy is so mailed or delivered.

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NYDOCS01/1291680.9

THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

		Very truly yours,

		(Name of Purchaser)

		By	________________________________
			(Title)
			________________________________
			________________________________
			(Address)


Accepted as of the date first above written.

ROYAL CARIBBEAN CRUISES LTD.

By	________________________________
	(Title)

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NYDOCS01/1291680.9

PURCHASER—PLEASE COMPLETE AT THE TIME OF SIGNING

The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please print.)

Name		Telephone No. (including Area Code)

C-4

NYDOCS01/1291680.9

SCHEDULE A

Significant Subsidiaries:

Oasis of the Seas Inc.

Allure of the Seas Inc.

Celebrity Cruise Lines Inc.

Celebrity Cruises Holdings Inc.

Celebrity Cruises Inc.

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NYDOCS01/1291680.9

Exhibit 4.1

ROYAL CARIBBEAN CRUISES LTD., as Issuer

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of November 7, 2012

SENIOR DEBT SECURITIES

Supplemental to Indenture dated as of July 31, 2006

SECOND SUPPLEMENTAL INDENTURE, dated as of November 7, 2012 (the “Second Supplemental Indenture”), between ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation (hereinafter called the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to The Bank of New York Trust Company, N.A.), as trustee under the Indenture referred to below (hereinafter called the “Trustee”).

WHEREAS, the Company entered into an Indenture dated as of July 31, 2006 (the “Basic Indenture”, all capitalized terms used in this Second Supplemental Indenture and not otherwise defined being used as defined in the Basic Indenture) with the Trustee, for the purposes of issuing its unsecured and unsubordinated indebtedness in one or more series (the “Securities”) in such principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors of the Company;

WHEREAS, the Company entered into a First Supplemental Indenture dated as of July 6, 2009 with the Trustee to provide for the issuance of the Company’s 11.875% Senior Notes due 2015; and

WHEREAS, the Company proposes to issue a series of Securities denominated its “5.250% Senior Notes due 2022” (such Securities being referred to herein as the “Senior Notes”); and

WHEREAS, Sections 901(6) and 901(10) of the Basic Indenture provide that without the consent of the Holders of the Securities of any series, the Company, when authorized by a Board Resolution, and the Trustee may enter into one or more indentures supplemental to the Basic Indenture (a) to establish the form or terms of Securities of any series as contemplated by Sections 201 and 301 thereof and (b) to cure any ambiguity, to correct or supplement any provision in the Basic Indenture which may be inconsistent with any other provision of the Basic Indenture or to make any other provisions with respect to matters or questions arising under the Basic Indenture, provided that such action shall not adversely affect the interests of the Holders of the Securities of any series in any material respect; and

WHEREAS, the entry into this Second Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Basic Indenture; and

WHEREAS, all things necessary have been done to make this Second Supplemental Indenture, when executed and delivered by the Company, the legal, valid and binding agreement of the Company, in accordance with its terms.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

The parties hereto mutually covenant and agree as follows:

SECTION 1. The Basic Indenture is hereby amended solely with respect to a series of Securities that consists of Senior Notes, as follows:

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SFDOCS01/304165.3

(A) By amending Section 101 to add new definitions thereto in appropriate alphabetical sequences, as follows:

“Attributable Debt” has the meaning specified in Section 1008.

“Change of Control” means:

(1) any “person” or “group” of related persons, other than a Permitted Holder, is or becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting stock of the Company;

(2) the Company conveys, transfers or leases its properties and assets substantially as an entirety to any other person, other than to a Subsidiary of the Company or a Permitted Holder; or

(3) the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution, other than in connection with a transaction that complies with Section 801.

For purposes of this definition, (a) “person” and “group” have the meanings they have in Sections 13(d) and 14(d) of the Exchange Act; and (b) “beneficial owner” is used as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all voting stock that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time.

“Change of Control Offer” has the meaning specified in Section 1011.

“Change of Control Payment” has the meaning specified in Section 1011.

“Change of Control Triggering Event” means the occurrence of both (i) a Change of Control and (ii) a Rating Decline associated with such Change of Control.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Senior Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Senior Notes.

“Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Consolidated Net Tangible Assets” has the meaning specified in Section 1008.

“Family Related Parties” means (1) any member of the Families, any spouse of any member of the Families and any child, stepchild, sibling or descendant of any member of the

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SFDOCS01/304165.3

Families, (2) the estate of any member of the Families or the estate of any other person under preceding clause (1), (3) any person who receives a beneficial interest in the Company from any estate under preceding clause (2) to. the extent of such interest, (4) any executor, personal administrator or trustee who holds such beneficial interest in the Company for the benefit of, or as fiduciary for, any person under preceding clause (1), (2) or (3) to the extent of such interest, (5) any corporation, partnership, limited liability company, trust, or similar entity, directly or indirectly owned or controlled by any member of the Families or any other person or persons identified in preceding clause (1) or (2).

“Funded Debt” has the meaning specified in Section 1009.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

An “Investment Grade” rating means a rating of Baa3 or better by Moody's (or its equivalent under any successor rating categories of Moody's) or BBB- or better by S&P (or its equivalent under any successor rating categories of S&P), (or if such Rating Agency ceases to rate the Senior Notes, as the case may be, for reasons outside of the Company’s control, the equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement Rating Agency).

“Mortgage” has the meaning specified in Section 1008.

“Permitted Holder” means (i) A. Wilhelmsen AS (“Wilhelmsen”), (ii) members of the Pritzker family and members of the Ofer family (the “Families”) and (iii) any Affiliate of Wilhelmsen and any Family Related Parties and, from and after any Change of Control Payment Date, any person or group, and any Affiliate of any person or group, whose acquisition of voting stock of the Company gave rise to any previous Change of Control. An “Affiliate” of a person (the “first person”) means any other person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the first person.

“Principal Property” has the meaning specified in Section 1008.

“Rating Agency” means either of (x) Moody's Investors Service, Inc., a subsidiary of Moody's Corporation, ("Moody's") or (y) Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P"); provided that if either Moody's or S&P does not make a rating of the Senior Notes publicly available, the Company shall use commercially reasonable efforts to select a nationally recognized statistical rating organization or organizations, as the case may be, which shall then be substituted for Moody's or S&P or both of them, as the case may be; provided further, that in no event shall the Company have any obligation to maintain a rating of the Senior Notes.

A “Rating Decline” shall be deemed to occur if during the period (the “Change of Control Period”) commencing on the date of the first public notice of the occurrence of a Change of Control or the intention by the Company to effect a Change of Control (the “Public Notice Date”) and terminating on the date that is 90 days after consummation of the Change of Control

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SFDOCS01/304165.3

(provided that if a Rating Agency announces, after the Public Notice Date and before expiration of the Change of Control Period, that the rating of the Senior Notes is under review for possible downgrade by such Rating Agency, the Change of Control Period shall be extended until the first to occur of (x) the date that such Rating Agency announces the results of its review and (y) the date that is 180 days after consummation of the Change of Control), (i) there shall have occurred a decrease in the rating of the Senior Notes by both of the Rating Agencies by one or more gradations, as measured against each such Rating Agency’s rating of the Senior Notes immediately prior to the Public Notice Date, or (ii) either Rating Agency withdraws its rating of the Senior Notes, such that after such decrease or withdrawal the Senior Notes are not rated Investment Grade by such Rating Agency, and such Rating Agency does not thereafter during the Change of Control Period restore its Investment Grade rating of the Senior Notes.

“Reference Treasury Dealer” means (i) each of Citigroup Global Markets Inc. and J.P. Morgan Securities LLC or their affiliates which are primary United States government securities dealers, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary United States government securities dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealer selected by the Company.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York time on the third business day preceding such Redemption Date. On and after the Redemption Date, interest will cease to accrue on the Senior Notes or any portion of the Senior Notes called for redemption (unless the Company defaults in the payment of the Redemption Price and accrued interest).

“Restricted Subsidiary” has the meaning specified in Section 1008.

“Secured Debt” has the meaning specified in Section 1008.

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

“Unrestricted Subsidiary” has the meaning specified in Section 1008.

(B) By adding the following Section 114 to Article One:

Section 114. Consent to Jurisdiction and Service of Process .

The Company agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to the Indenture or the Securities may be instituted in any state or federal court in The City of New York,

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State of New York, and waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. The Company hereby irrevocably designates and appoints the Company's General Counsel as the Company's authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon the Company's General Counsel at his office at the Company, 1050 Caribbean Way, Miami, Florida 33132 and written notice of said service to the Company, mailed or delivered to the Company's General Counsel, 1050 Caribbean Way, Miami, Florida 33132, shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Said designation and appointment shall be irrevocable. Nothing in this Section 114 shall affect the right of any party to the Indenture to serve process in any manner permitted by law or limit the right of any party to the Indenture to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company's General Counsel in full force and effect so long as the Indenture or any of the Securities shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Indenture and the Securities, to the extent permitted by law.

Section 115. No Recourse Against Others .

A director, officer, stockholder or incorporator, as such, of the Company shall not have any liability for any obligation, covenant or agreement of the Company under this Indenture or any indenture supplemental hereto or in the Securities or for any claim based on, in respect of or by reason of such obligation, covenant or agreement or their creation under any rule of law, statute or constitutional provision or the enforcement of any assessment or by any legal or equitable proceeding or otherwise. Each Holder by accepting any of the Securities waives and releases all such liability.

(D) By deleting the first sentence of the first paragraph of Section 303 to Article Three and restating it as follows:

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SFDOCS01/304165.3

The Securities shall be executed on behalf of the Company by any one of its chief executive officer, its president, its chief financial officer or any of its vice presidents (regardless of vice presidential designation).

(E) By adding the following Section 311 to Article Three:

Section 311. Additional Senior Notes

Senior Notes in the aggregate principal amount of U.S.$650,000,000 are being initially issued pursuant to this Second Supplemental Indenture. The Company may issue additional Senior Notes under this Second Supplemental Indenture (the “Additional Notes”). The Senior Notes and any Additional Notes subsequently issued shall be treated as a single class and, unless otherwise specified, all references to Senior Notes shall include the Additional Notes for all purposes under the Indenture and this Second Supplemental Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

(F) By adding the following Section 1008 to Article Ten:

Section 1008. Restrictions on Secured Debt .

(a) The Company covenants and agrees that it will not, and will not permit any Restricted Subsidiary to create, issue, incur, assume or guarantee any Secured Debt without making effective provision (and the Company covenants that in such case it will make or cause to be made effective provision) whereby the Senior Notes then outstanding and any other indebtedness of or guarantee by the Company or such Restricted Subsidiary then entitled thereto shall be secured by such Mortgage equally and ratably with (or prior to) any and all other obligations and indebtedness thereby secured for so long as any such other obligations and indebtedness shall be so secured, unless after giving effect thereto, the aggregate amount of all such Secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1009) involving Principal Properties (other than sale and leaseback transactions permitted by clause (a)(1) of Section 1009 in reliance upon one of the exclusions set forth in paragraphs (1) through (6) below and clause (a)(2) of Section 1009) would not exceed 10% of Consolidated Net Tangible Assets; provided , however , that this Section shall not apply to, and there shall be excluded from Secured Debt in any computation under this Section, indebtedness for money borrowed secured by:

(1) Mortgages existing on the date of this Second Supplemental Indenture;

(2) Mortgages on any real or personal property of any Person, which Mortgages are existing at the time such Person became a Restricted

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Subsidiary, which Mortgage was not incurred in contemplation of such Person becoming a Restricted Subsidiary;

(3) Mortgages in favor of the Company or any Restricted Subsidiary;

(4) Mortgages existing on any real or personal property at the time it is acquired by the Company or a Restricted Subsidiary or created within 18 months after the date of such acquisition, conditional sale and similar agreements;

(5) Mortgages on any real or personal property to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any indebtedness for money borrowed incurred prior to, at the time of, or within 18 months after the acquisition, the completion of any construction or the commencement of full operation of such property, for the purpose of financing all or any part of the purchase price or construction cost thereof; and

(6) Any extension, renewal or refunding (or successive extensions, renewals or refundings), as a whole or in part, of any Mortgage referred to in the foregoing clauses (1) to (5) inclusive; provided the principal amount of such extension, renewal or refunding may not exceed the principal amount of the Mortgage being extended, renewed or refunded plus the amount of any premium or other costs paid in connection with such extension, renewal or refunding.

(b) “Attributable Debt” is defined as to any particular lease under which any Person is liable, at the time of determination, the present value (discounted at the interest rate implicit in the lease or, if not known, at the Company's incremental borrowing rate) of the obligations of the lessee of the property subject to such lease for rental payments during the remaining term of the lease included in such transaction including any period for which such lease has been extended or may, at the sole option of the lessor, be extended or until the earliest date on which the lessee may terminate such lease without penalty or upon payment of penalty (in which case the rental payments shall include such penalty), after excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water, utilities and similar charges.

(c) “Consolidated Net Tangible Assets” is defined as (1) the total amount of assets (less applicable reserves and other properly deductible items) which under generally accepted accounting principles would be included on a consolidated balance sheet of the Company and its Restricted Subsidiaries after deducting therefrom, without duplication, the sum of (i) all current liabilities except for (A) notes and loans payable, (B) current maturities of long term debt, (C) current maturities of obligations under capital leases and (D) customer deposits and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, which in each case under

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generally accepted accounting principles would be included on such consolidated balance sheet, less (2) the amount which would be so included on such consolidated balance sheet for investments (less applicable reserves) (i) in Unrestricted Subsidiaries or (ii) in corporations while they were Unrestricted Subsidiaries but which at the time of computation are not Subsidiaries of the Company.

(d) “Mortgage” is defined as and includes any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other similar encumbrance.

(e) “Principal Property” is defined as any real or personal property owned or leased by the Company or any Subsidiary the net book value of which on the date as of which the determination is being made exceeds 5% of the Company's Consolidated Net Tangible Assets.

(f) “Restricted Subsidiary” is defined as any Subsidiary which owns or leases a Principal Property and any other Subsidiary which has not been designated an Unrestricted Subsidiary.

(g) “Secured Debt” is defined as indebtedness for money borrowed which is secured by a Mortgage on a Principal Property of the Company or any Restricted Subsidiary.

(h) “Unrestricted Subsidiary” is defined as (1) any Subsidiary of the Company which at the time of determination shall be an Unrestricted Subsidiary (as designated by the Board of Directors of the Company pursuant to a Board Resolution) and (2) any Subsidiary of an Unrestricted Subsidiary.

(G) By adding the following Section 1009 to Article Ten:

Section 1009. Restrictions on Sales and Leasebacks .

(a) Except for a sale or transfer between a Restricted Subsidiary and the Company or between Restricted Subsidiaries, the Company covenants and agrees that it will not and will not permit any Restricted Subsidiary to, sell or transfer any Principal Property owned by the Company or a Restricted Subsidiary, with the intention that the Company or any Restricted Subsidiary take back a lease thereof, except a lease for a period, including renewals, of less than three years, by the end of which period it is intended that the use of such Principal Property by the lessee will be discontinued (any such transaction being herein referred to as a “sale and leaseback transaction”) unless either:

(1) the Company or such Restricted Subsidiary could incur Secured Debt pursuant to Section 1008 on the Principal Property to be leased in a principal amount equal to the Attributable Debt with respect to such sale and leaseback transaction without equally and ratably securing the Senior Notes; or

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SFDOCS01/304165.3

(2)(A) the gross proceeds of the sale or transfer of the Principal Property leased pursuant to such arrangement equals or exceeds the fair market value of such Principal Property and (B) within one year after such sale or transfer of such Principal Property shall have been made by the Company or by a Restricted Subsidiary, the Company applies all of the net proceeds of the sale or transfer of the Principal Property leased pursuant to such arrangement to (i) the voluntary retirement of Funded Debt of the Company or any Restricted Subsidiary or (ii) the acquisition by the Company or a Restricted Subsidiary of one or more properties which on an aggregate basis have a purchase price in excess of 5% of Consolidated Net Tangible Assets (other than the Principal Property involved in such sale).

(b) “Funded Debt” is defined as any indebtedness for money borrowed, created, issued, incurred, assumed or guaranteed, whether secured or unsecured, maturing more than one year after the date of determination thereof and any indebtedness, regardless of its terms, renewable pursuant to the terms thereof or of a revolving credit or similar agreement effective for more than 360 days after the date of the creation of indebtedness.

(H) By adding the following Section 1010 to Article Ten:

Section 1010. Maintenance of Properties .

The Company will cause all material properties owned by the Company or any Restricted Subsidiary or used or held for use in the conduct of its business or the business of any Restricted Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment (except for ordinary wear and tear) and will cause to be made all necessary repairs, renewals and replacements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided , however , that nothing in this covenant shall prevent the Company or any Restricted Subsidiary from discontinuing the operation or maintenance of any properties if such discontinuation is, in the judgment of the Company, desirable in the conduct of its business or the business of any Restricted Subsidiary and not disadvantageous in any material respect to the Holders of the Senior Notes.

(I) By adding the following Section 1011 to Article Ten as follows:

Section 1011. Purchase of Senior Notes upon a Change of Control.

(a) If a Change of Control Triggering Event occurs, unless the Company has extended its right to redeem the Senior Notes under Section 1109, each Holder of the Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Senior Notes at a purchase price in cash equal to

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101% of the principal amount of the Senior Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). No purchase in part shall reduce the principal amount at maturity of the Senior Notes held by any Holder to below $2,000.

(b) Within 30 days following any Change of Control Triggering Event, the Company will deliver a notice (the “Change of Control Offer”) to each Holder of the Senior Notes, with a copy to the Trustee, stating:

(1) that a Change of Control Triggering Event has occurred and that such Holder has the right to require the Company to purchase such Holder’s Senior Notes at a purchase price in cash equal to 101% of the principal amount of such Senior Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a Regular Record Date to receive interest on the relevant Interest Payment Date) (the “Change of Control Payment”);

(2) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Change of Control Payment Date”);

(3) that the Change of Control Offer is being made pursuant to this Section 1011 and that all Senior Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment on the Change of Control Payment Date;

(4) the Change of Control Payment;

(5) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 1002;

(6) that Senior Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment;

(7) that the Change of Control Payment for any Senior Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Payment Date;

(8) other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance of the Change of Control Offer;

(9) that any Senior Note not tendered will continue to accrue interest; and

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SFDOCS01/304165.3

(10) that, unless the Company defaults in the payment of the Change of Control Payment, any Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date.

In the case of a Change of Control Offer that is notified in accordance with the foregoing prior to a Change of Control Triggering Event, the Change of Control Offer may be conditioned on the occurrence of the Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(c) Upon receipt by the Company of the proper tender of Senior Notes, the Holder of the Senior Note in respect of which such proper tender was made shall (unless the tender of such Senior Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Payment with respect to such Senior Note. Upon surrender of any such Senior Note for purchase in accordance with the foregoing provisions, the Holder of such Senior Note shall be paid by the Company on the Change of Control Payment Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable to the Holders of such Senior Notes, or one or more Predecessor Securities, registered as such on the relevant Regular Record Dates according to the terms and the provisions of Section 307. If any Senior Note tendered for purchase in accordance with the provisions of this Section 1010 shall not be so paid upon surrender thereof, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Change of Control Payment Date at the rate prescribed therefor in such Senior Note. Holders electing to have Senior Notes purchased will be required to surrender such Senior Notes to the Paying Agent at the address specified in the Change of Control Offer at least one Business Day prior to the Change of Control Payment Date. Any Senior Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (with, if the Company, the Security Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Security Registrar or the Trustee, as the case may be, duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Senior Note without service charge, one or more new Senior Notes, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for, the portion of the principal amount of the Senior Note so surrendered that is not purchased.

(d) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment Senior Notes or portions thereof (in integral multiples of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount of money in same day funds sufficient to pay the aggregate

- 1 1 -

SFDOCS01/304165.3

Change of Control Payment in respect of all the Senior Notes or portions thereof (in integral multiples of $2,000 and integral multiples of $1,000 in excess thereof) which have been so tendered and (iii) deliver or cause to be delivered to the Trustee the Senior Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of the Senior Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail to each Holder of the Senior Notes so tendered the Change of Control Payment for such Senior Notes, and the Company shall execute and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to such Holders a new Senior Note equal in principal amount to any unpurchased portion of the Senior Note surrendered, if any; provided that each such new Senior Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. Any Senior Notes not so accepted shall be promptly mailed or delivered by the Paying Agent at the Company's expense to the Holder thereof. The Company will publicly announce the results of the Change of Control Offer on the Change of Control Payment Date.

(e) A tender made in response to a Change of Control Offer may be withdrawn if the Company receives, not later than one Business Day prior to the Change of Control Payment Date, a written notice of withdrawal, specifying, as applicable:

(1) the name of the Holder;

(2) the certificate number of the Senior Note in respect of which such notice of withdrawal is being submitted;

(3) the principal amount of the Senior Note (which shall be $2,000 and integral multiples of $1,000 in excess thereof) delivered for purchase by the Holder as to which such notice of withdrawal is being submitted;

(4) a statement that such Holder is withdrawing his election to have such principal amount of such Senior Note purchased; and

(5) the principal amount, if any, of such Senior Note (which shall be $2,000 and integral multiples of $1,000 in excess thereof) that remains subject to the original Change of Control Offer and that has been or will be delivered for purchase by the Company.

(f) Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed, together with interest or dividends, if any, thereon, held by them for the payment of the Change of Control Payment; provided, however, that, (x) to the extent that the aggregate amount of cash deposited by the Company pursuant to clause (ii) of paragraph (d) above exceeds the aggregate Change of Control Payment of the Senior Notes or portions thereof to be purchased, then the Trustee shall hold such excess for the

- 1 2 -

SFDOCS01/304165.3

Company and (y) unless otherwise directed by the Company in writing, promptly after the Business Day following the Change of Control Payment Date the Trustee shall return any such excess to the Company together with interest, if any, thereon.

(g) If the Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid to the person in whose name a Senior Note is registered at the close of business on such Regular Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.

(h) The Company shall comply, to the extent applicable, with the applicable tender offer rules, including Section 14(e) under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of this Section 1011 (other than the obligation to make a Change of Control Offer pursuant to this Section 1011), the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in this Section 1011 by virtue thereof.

(i) Notwithstanding the foregoing, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer, in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all the Senior Notes validly tendered and not withdrawn under such Change of Control Offer.

(J) By adding the following Section 1109 to Article Eleven:

The Company shall have the option to redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity, on at least 30 but not more than 60 days’ notice, at a Redemption Price equal to the greater of (i) 100% of the principal amount of such notes and (ii) the sum of the present values of the remaining scheduled payments of the principal of and interest on the Senior Notes to be redeemed (exclusive of interest accrued to the Redemption Date), discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points plus accrued and unpaid interest thereon to the Redemption Date.

(K) By amending the table of contents of the Basic Indenture to reflect the additions described in subsections (B) through (J) of this Section 1.

SECTION 2. The Basic Indenture, as supplemented and amended by this Second Supplemental Indenture, is in all respects ratified and confirmed, and the Basic Indenture and this

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SFDOCS01/304165.3

Second Supplemental Indenture shall be read, taken and construed as one and the same instrument.

SECTION 3. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Second Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

SECTION 4. All covenants and agreements in this Second Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 5. In case any provision in this Second Supplemental Indenture or in the Senior Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions (or of the other series of Securities) shall not in any way be affected or impaired thereby.

SECTION 6. Nothing in this Second Supplemental Indenture, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Holders of the Senior Notes any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture.

SECTION 7. This Second Supplemental Indenture and each Senior Note shall be deemed to be a contract made under the laws of the State of New York and this Second Supplemental Indenture and each such Senior Note shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 8. All terms used in this Second Supplemental Indenture not otherwise defined herein that are defined in the Basic Indenture shall have the meanings set forth therein.

SECTION 9. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 10. Section 403 and Section 1004 of the Basic Indenture are applicable to the Senior Notes.

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SFDOCS01/304165.3

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed all as of the day and year first above written.

ROYAL CARIBBEAN CRUISES LTD.

By:	/s/ Antje M. Gibson
	Name:	Antje M. Gibson
	Title:	Vice President & Treasurer


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:	/ s/ Julie Hoffman-Ramos
	Name:	Julie Hoffman-Ramos
	Title:	Vice President

us\harpean\8789631.4

Exhibit 4.2

This Security is a Book-Entry Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary (as hereinafter defined) or a nominee of the Depositary or a successor depositary. This Security is not exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee except in the limited circumstances described herein and in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in the limited circumstances described herein and in the Indenture.

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (the "Depositary") to Royal Caribbean Cruises Ltd., as Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of the Depositary (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

ROYAL CARIBBEAN CRUISES LTD.

5.250% SENIOR NOTES DUE 2022

REGISTERED

U.S. $

CUSIP: 780153 AU6

ISIN: US780153AU63

REGISTERED

No. R-

Royal Caribbean Cruises Ltd., a Liberian corporation (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of United States Dollars on November 15, 2022, and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) thereon from November 7, 2012 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15th and November 15th in each year, commencing May 15, 2013, at the rate of 5.250% per

annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 1st or November 1st (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In any case where such Interest Payment Date shall not be a Business Day, then (notwithstanding any other provision of the Indenture) payment of such interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and, if such payment is so made, no interest shall accrue on such payment for the period from and after such Interest Payment Date.

Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice thereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any), interest and Additional Amounts on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided , however , that at the option of the Company payment of interest in immediately available funds may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the payee located inside the United States.

All terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be

entitled to any benefit under the Indenture or the Second Supplemental Indenture hereinafter referred to or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:
	ROYAL CARIBBEAN CRUISES LTD.


	By:
		Name:
		Title:

Attest:



Name:
Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee



	By:
		Authorized Signatory

REVERSE OF SECURITY

This Security is one of a duly authorized issue of senior securities evidencing unsecured and unsubordinated indebtedness of the Company (herein called the "Securities"), issued and to be issued in one or more series under and pursuant to an Indenture, dated as of July 31, 2006, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A.), as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), as supplemented by a First Supplemental Indenture, dated as of July 6, 2009 and a Second Supplemental Indenture, dated as of November 7, 2012, between the Company and the Trustee (herein collectively the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein.

The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest at different rates, may be subject to different redemption or repayment provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), and may otherwise vary as provided in the Indenture. This Security is a Book-Entry Security representing U.S. $aggregate principal amount of a series of Securities designated as the 5.250% Senior Notes due November 15, 2022 of the Company. Securities in the aggregate amount of U.S. $ are being issued at the time of issuance of this Security. Additional Securities of the same class may be issued under the Indenture (the “Additional Securities”). The Securities and the Additional Securities subsequently issued shall be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Securities of this series will not be subject to any sinking fund and will not be redeemable by the Company prior to Maturity, except in the limited circumstances described in the Indenture.

The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of this Security and (b) certain restrictive covenants and certain

Events of Default upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, interest and Additional Amounts on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

This Security is a Book-Entry Security registered in the name of a nominee of the Depositary. This Book-Entry Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances hereinafter described. Unless and until it is exchanged in whole or in part for definitive Securities in certificated form, this Book-Entry Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary.

The Securities represented by this Book-Entry Security are exchangeable for definitive Securities in certificated form of like tenor as such Securities in denominations of $2,000 and integral multiples of $1,000 in excess thereof only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Book-Entry Security or the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and the Company fails within 90 days thereafter to appoint a successor, (ii) the Company executes and delivers to the Trustee a Company Order that such Book-Entry Security shall be so transferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series. Any Securities that are exchangeable pursuant to the preceding sentence are exchangeable for certificated Securities issuable in authorized denominations and registered in such names as the Depositary shall direct. As

provided in the Indenture and subject to certain limitations therein set forth, the transfer of definitive Securities in certificated form is registerable in the Security Register upon surrender of the definitive Security for registration of transfer at the office or agency of the Company at any place where the principal of, premium, interest and Additional Amounts on the definitive Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Subject to the foregoing, this Book-Entry Security is not exchangeable, except for a Book-Entry Security or Book-Entry Securities of this issue of the same principal amount to be registered in the name of the Depositary or its nominee.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

No recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

THIS BOOK-ENTRY SECURITY SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

[PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE]

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Book-Entry Security, and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer such security on the books of the Company, with full power of substitution in the premises.

Dated:___________________

NOTICE:

The signature to this assignment must correspond with the name as written upon the face of the within Book-Entry Security in every particular without alteration or enlargement or any change whatsoever.

	Exhibit 5.1

	Watson, Farley & Williams (New York) LLP
Our reference: 01474.50043/ 80053859v2	1133 Avenue of the Americas New York, New York 10036
November 7, 2012 Royal Caribbean Cruises Ltd. 1050 Caribbean Way Miami, Florida 33132	Tel +1 212 922 2200 Fax +1 212 922 1512

Ladies and Gentlemen:

We have acted as special counsel as to matters of Liberian law (" Liberian Law ") to Royal Caribbean Cruises Ltd., a Liberian corporation (the " Company "), in connection with the offering and sale by the Company of $650,000,000 principal amount of 5.250% Senior Notes due 2022 (the " Underwritten Securities ") pursuant to an Underwriting Agreement dated November 2, 2012 (the " Underwriting Agreement "), among Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as representatives of the underwriters named therein (the " Underwriters "), and the Company, as supplemented by the Terms Agreement dated November 2, 2012 (the " Terms Agreement ") relating to the Underwritten Securities, among the Company and each of the representatives of the Underwriters, and an indenture dated as of July 31, 2006 (the " Indenture "), as supplemented by the Second Supplemental Indenture (the " Second Supplemental Indenture ") dated as of November 7, 2012 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The offer and sale of the Underwritten Securities will be made pursuant to the Company's Registration Statement on Form S-3ASR (No. 333-179854) (the " Registration Statement "), the prospectus dated March 1, 2012 (the " Base Prospectus "), the preliminary prospectus supplement to the Base Prospectus dated November 2, 2012 (together with the Base Prospectus, the " Preliminary Prospectus ") and the final prospectus supplement to the Base Prospectus dated November 2, 2012 (together with the Base Prospectus, the " Final Prospectus ").

As such counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

(i)	the Registration Statement;

(ii)	the Preliminary Prospectus;

(iii)

the Final Prospectus;

(iv)	the Underwriting Agreement;

(v)	the Terms Agreement;

(vi)	the Indenture;

(vii)

the Second Supplemental Indenture; and

Watson, Farley & Williams (New York) LLP is a limited liability partnership registered in England and Wales with registered number OC312253. It is regulated by the Solicitors Regulation Authority and its members are solicitors or registered foreign lawyers. A list of members of Watson, Farley & Williams (New York) LLP and their professional qualifications is open to inspection at the above address. Any reference to a 'partner' means a member of Watson, Farley & Williams (New York) LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing and qualification.

Watson, Farley & Williams (New York) LLP or an affiliated undertaking has an office in each of the cities listed.

London ● New York ● Paris ● Hamburg ● Munich ● Rome ● Milan ● Madrid ● Athens ● Piraeus ● Singapore ● Bangkok ● Hong Kong

Royal Caribbean Cruises Ltd.

November 7, 2012

Page 2

(viii)

such corporate records, certificates, agreements, documents or other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and the Manager as we have deemed relevant and necessary.

In such examination, we have assumed (a) the legal capacity of each natural person, (b) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinion set forth herein are true, correct and complete and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us.

We have also assumed that:

(i)

that the issuance and sale of the Underwritten Securities complies in all respects with the terms, conditions and restrictions set forth in the Underwriting Agreement, the Terms Agreement, the Indenture, the Second Supplemental Indenture, the Preliminary Prospectus and the Final Prospectus and all of the instruments and other documents relating thereto or executed in connection therewith;

(ii)	that the Underwriting Agreement, the Terms Agreement, the Indenture and the Second Supplemental Indenture will have been duly and validly authorized by the parties thereto (other than the Company), and executed and delivered by the parties thereto substantially in the form examined by us;

(iii)

the validity and enforceability of the Underwriting Agreement, the Terms Agreement, the Indenture and the Second Supplemental Indenture against the parties thereto (other than pursuant to Liberian Law); and

(iv)	the execution, delivery and performance by the Company of the Underwriting Agreement, the Terms Agreement, the Indenture, the Second Supplemental Indenture and the Underwritten Securities will not result in any conflict with or breach of any agreement or document binding on it.

This opinion is limited to the law of the Republic of Liberia. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinions expressed herein.

Based on the foregoing, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that:

1.	The Company is a Liberian corporation validly existing and in good standing under the laws of the Republic of Liberia.

2.	The Company has the requisite corporate power and authority to issue the Underwritten Securities and to execute, deliver and perform its obligations under the Indenture and the Second Supplemental Indenture.

3.	The Indenture has been duly authorized, executed and delivered by the Company, and the Second Supplemental Indenture has been duly authorized by the Company.

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Royal Caribbean Cruises Ltd.

November 7, 2012

Page 3

4.	The Underwritten Securities have been duly authorized by the Company.

We hereby consent to the use of this opinion as an exhibit to a Current Report on Form 8-K of the Company and to the reference to our name in the Registration Statement, Preliminary Prospectus and Final Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term "expert" as used in the Securities Act.

Very truly yours,

Watson, Farley & Williams (New York) LLP

/s/ Watson, Farley & Williams (New York) LLP

80053859v2

Exhibit 5.2

[Letterhead of Fried, Frank, Harris, Shriver & Jacobson LLP]

November 7, 2012

Royal Caribbean Cruises Ltd.

1050 Caribbean Way

Miami, Florida 33132

Ladies and Gentlemen:

We are acting as special counsel to Royal Caribbean Cruises Ltd., a Liberian corporation (the “Company”), in connection with the Registration Statement on Form S-3 (File No. 333-179854) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the issuance of $650,000,000 aggregate principal amount of 5.250% Senior Notes due 2022 (the “Debt Securities”) of the Company. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

The Debt Securities have been issued pursuant to an indenture, dated July 31, 2006, between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), which has been filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3, dated March 23, 2009 (File No. 333-158161), and incorporated by reference into the Registration Statement (as amended by the second supplemental indenture, dated as of November 7, 2012, between the Company and the Trustee, which has been filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated the date hereof (the “Form 8-K”), and incorporated by reference into the Registration Statement, the “Indenture”).

For purposes of this opinion, the “Agreements” are the Underwriting Agreement and the Terms Agreement related to the Debt Securities, dated October 30, 2012, between the Company and the several underwriters party thereto (collectively, the “Underwriters”).

In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed, facsimile, electronic or reproduction copies of such agreements, instruments, documents and records of the Company, such certificates of public officials and such other documents, and (iii) received such information from officers and representatives of the Company and others, in each case as we have deemed necessary or appropriate for the purposes of this opinion. We have examined, among other documents, the following:

(a) the Agreements;

(b) the Indenture; and

The documents referred to in items (a) through (c) above, inclusive, are referred to herein collectively as the “Documents.”

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as certified, conformed, facsimile, electronic or reproduction copies. As to various questions of fact relevant to the opinion expressed herein, we have relied upon, and assume the accuracy of, the representations and warranties contained in the Documents, certificates and oral or written statements and other information of or from officers or other appropriate representatives of the Company and others.

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To the extent it may be relevant to the opinion expressed below, we have assumed that (i) all of the parties to the Documents are validly existing and in good standing under the laws of their respective jurisdictions of organization; (ii) all of the parties to the Documents have the power and authority to (a) execute and deliver the Documents, (b) perform their obligations thereunder and (c) consummate the transactions contemplated thereby; (iii) each of the Documents has been duly authorized, executed and delivered by all of the parties thereto; (iv) each of the Documents constitutes a valid and binding obligation of all the parties thereto (other than as expressly addressed in the opinion below as to the Company), enforceable against such parties in accordance with their terms; (v) the Debt Securities have been duly authenticated and delivered by the Trustee against payment therefor in accordance with the Agreements; and (vi) all of the parties to the Documents will comply with all of their obligations under the Indenture and all laws applicable thereto.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Debt Securities constitute valid and binding obligations of the Company.

The opinion set forth above is subject to the following qualifications:

(i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws (or related judicial doctrines) now or hereafter in effect affecting creditors’ rights and remedies generally;

(ii) general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies), whether such principles are considered in a proceeding in equity or at law; and

(iii) the application of any applicable fraudulent conveyance, fraudulent transfer, fraudulent obligation, or preferential transfer law or any law governing the distribution of assets of any person now or hereafter in effect affecting creditors’ rights and remedies generally.

We express no opinion as to:

(i) the validity, binding effect or enforceability of any provision of the Debt Securities or the Indenture relating to indemnification, contribution or exculpation;

(ii) the validity, binding effect or enforceability of any provision of the Debt Securities or the Indenture related to (a) forum selection or submission to jurisdiction (including, without limitation, any waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the extent that the validity, binding effect or enforceability of any such provision is to be determined by any court other than a court of the State of New York, or (b) choice of governing law to the extent that the validity, binding effect or enforceability of any such provision is to be determined by any court other than a court of the State of New York or a federal district court sitting in the State of New York, in each case, applying the choice of law principles of the State of New York;

(iii) the validity, binding effect or enforceability of any provision of the Debt Securities or the Indenture specifying that provisions thereof may be waived only in writing, to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created that modifies any provision of such agreement;

(iv) the validity, binding effect or enforceability of any provision of the Documents containing any purported waiver, release, variation, disclaimer, consent or other agreement of similar effect (all of the foregoing, collectively, a “Waiver”) by the Company under any provision of the Documents to the extent limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty, defense or ground for discharge otherwise existing or occurring as a matter of law (including judicial decisions), except to the extent that such a Waiver is effective under, and is not prohibited by or void or invalid under, provisions of applicable law (including judicial decisions);

(v) any provision of the Documents purporting to give any person or entity the power to accelerate obligations without any notice to the obligor; and

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(vi) any provision of the Documents which may be construed to be in the nature of a penalty.

The opinion expressed above is subject to the effect of, and we express no opinion herein as to, the application of state or foreign securities or Blue Sky laws or any rules or regulations thereunder.

The opinion expressed herein is limited to the laws of the State of New York as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinion expressed herein. The opinion expressed herein is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This letter is given only as of the time of its delivery, and we undertake no responsiblity to update or supplement this letter after its delivery.

We hereby consent to the filing of this opinion as an exhibit to the Form 8-K incorporated by reference in the Registration Statement, and to the reference to this firm under the captions “Validity of Securities” in the base prospectus that is included in the Registration Statement and “Validity of the Notes” in the prospectus supplement that is included in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

	Very truly yours,

	/s/ Fried, Frank, Harris, Shriver & Jacobson LLP

	FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

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