ROYAL CARIBBEAN CRUISES LTD (Form: 8-K, Received: 08/03/2020 16:32:03)

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): July 28, 2020

	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

	Not Applicable
	(Former Name or Former Address, if Changed Since Last Report)

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:

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

	¨	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))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		RCL		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement.

Credit Facility Amendments

On July 28, 2020, Royal Caribbean Cruises Ltd. (the “Company,” “our” and “we”) amended our $1.55 billion unsecured revolving credit facility due 2022 with Nordea Bank ABP, New York Branch, as administrative agent (the “Nordea Revolver”), our $1.925 billion unsecured revolving credit facility due 2024 with The Bank of Nova Scotia, as administrative agent (the “BNS Revolver”), and our $1.0 billion unsecured three-year term loan agreement with Bank of America, N.A., as administrative agent (the “Term Loan” and together with the Nordea Revolver and the BNS Revolver, the “Credit Facilities”).

These amendments extend our waiver of the quarterly-tested fixed charge coverage and net debt to capitalization covenants in each Credit Facility through and including the fourth quarter of 2021 and increase the monthly-tested minimum liquidity covenant for the duration of the extended waiver period. Pursuant to these amendments, the restrictions on paying cash dividends and effectuating share repurchases during the wavier period were extended through and including the fourth quarter of 2021. In addition, these amendments incorporate the restrictions on investments set forth in the indentures governing our 9.125% senior guaranteed notes due 2023, 10.875% senior secured notes due 2023 and 11.500% senior secured notes due 2025.

Certain of the lenders participating in the amended Credit Facilities, and affiliates of those parties, provide banking, investment banking and other financial services to us from time to time for which they have received, and will in the future receive, customary fees.

The foregoing description of the provisions of the amendments is summary in nature and is qualified in its entirety by reference to the full and complete terms of the amendments, copies of which are filed herewith as Exhibit 10.1, 10.2 and 10.3 and incorporated herein by reference.

Export Credit Facility Amendments

On July 28, 2020, we entered into (i) a financial covenant waiver extension consent letter with KfW IPEX-Bank GmbH to amend our Hermes backed loan facilities, including but not limited to, those incurred to finance Quantum of the Seas, Anthem of the Seas, Ovation of the Seas, Spectrum of the Seas and Odyssey of the Seas (collectively, the Hermes Facilities”) and (ii) amendments to the BpiFAE backed loan facilities incurred to finance Celebrity Edge, Celebrity Apex, and Symphony of the Seas (the “Bpi Facilities”) in each case, in order to extend the period during which a breach of the financial covenants will not trigger a mandatory prepayment or default, as applicable, under each facility through and including the fourth quarter of 2021. Similarly, on July 31, 2020, we amended the Finnvera-backed loan facilities incurred to finance Icon 1, Icon 2 and Icon 3 (the “Finnvera Facilities” and together with the Hermes Facilities and the Bpi Facilities, the “Export Credit Facilities”) in order to extend the period during which a breach of the financial covenants will not trigger a default under each facility through and including the fourth quarter of 2021; provided that certain structural enhancements are provided on or before September 30, 2020. In connection with these consents and amendments, we have agreed that certain of our subsidiaries (none of which directly own a vessel) will issue guarantees for the debt outstanding under the Export Credit Facilities.

Certain of the lenders participating in the Export Credit Facilities, and affiliates of those parties, provide banking, investment banking and other financial services to us from time to time for which they have received, and will in the future receive, customary fees.

The foregoing description of the provisions of the amendments is summary in nature and is qualified in its entirety by reference to the full and complete terms of the amendments, copies of which are filed herewith as Exhibit 10.4, 10.5, 10.6, 10.7 and 10.8 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit 10.1 - Amendment to the Amended and Restated Credit Agreement, dated as of July 28, 2020, among the Company, the various financial institutions party thereto and Nordea Bank ABP, New York Branch as administrative agent.

Exhibit 10.2 - Amendment to the Amended and Restated Credit Agreement, dated as of July 28, 2020, among the Company, the various financial institutions party thereto and The Bank of Nova Scotia as administrative agent.

Exhibit 10.3 - Amendment to Term Loan Agreement, dated as of July 28, 2020, among the Company, the various financial institutions party thereto and Bank of America, N.A. as administrative agent.

Exhibit 10.4 – Financial Covenant Waiver Extension Consent Letter relating to the Cruise Debt Holiday Principles, dated July 28, 2020, among Royal Caribbean Cruises Ltd., Silversea Cruise Holding Ltd. and KfW IPEX-Bank GmbH.

Exhibit 10.5 – Supplemental Agreement in relation to the extension of the waiver period for financial covenants in respect of the financing of the acquisition of Celebrity Edge (ex hull no. J34), dated July 28, 2020, among Royal Caribbean Cruises Ltd. and Citibank Europe plc, UK Branch.

Exhibit 10.6 – Supplemental Agreement in relation to the extension of the waiver period for financial covenants in respect of the financing of the acquisition of Celebrity Apex (ex hull no. K34), dated July 28, 2020, among Royal Caribbean Cruises Ltd. and Citibank Europe plc, UK Branch.

Exhibit 10.7 – Supplemental Agreement in relation to the extension of the waiver period for financial covenants in respect of the financing of the acquisition of Symphony of the Seas (ex hull no. B34), dated July 28, 2020, among Royal Caribbean Cruises Ltd. and Citibank Europe plc, UK Branch.

Exhibit 10.8 – Financial Covenant Waiver Extension Consent Letter relating to the Cruise Debt Holiday Principles, dated July 31, 2020, between Royal Caribbean Cruises Ltd. and KfW IPEX-Bank GmbH.

Exhibit 104 — Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	August 3, 2020	By:	/s/ Bradley H. Stein
		Name:	Bradley H. Stein
			Senior Vice President, General Counsel & Secretary

Exhibit 10.1

Execution Version

AMENDMENT TO CREDIT AGREEMENT

This AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 28, 2020, is among ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation (the “Borrower”), the various financial institutions party hereto (collectively, the “Lender Parties”) and Nordea Bank ABP, New York Branch, as administrative agent (the “Administrative Agent”) for the Lender Parties.

PRELIMINARY STATEMENTS

(1) The Borrower, the various financial institutions party thereto and the Administrative Agent are parties to that certain Credit Agreement, as amended and restated on October 12, 2017, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof (such Credit Agreement as in effect immediately prior to giving effect to this Amendment, the “Existing Agreement” and as amended hereby, the “Amended Agreement”); and

(2) The Borrower, the Lender Parties and the Administrative Agent have agreed to amend the Existing Agreement as hereinafter set forth herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. Amendments to the Existing Agreement. The Borrower, the Administrative Agent and the Lender Parties agree that the Existing Agreement is, subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended on the Amendment Effective Date as follows:

(a) The definition of “Waiver Period” in Section 1.1 of the Existing Agreement shall be amended and restated in its entirety as follows:

“Waiver Period” means the period commencing on the Waiver Effective Date and ending on December 31, 2021.

(b) Section 1.1 of the Existing Agreement shall be amended by adding the following defined terms in appropriate alphabetical order:

“Adjustable Amount” means, as of any time of determination, $500,000,000 minus the product of (i) 25% and (ii) the aggregate amount of New Capital at such time; provided the Adjustable Amount shall not be less than $350,000,000; provided, further, if, at any time after the First Waiver Extension Date, the aggregate amount of New Capital is equal to or greater than $500,000,000, then the Adjustable Amount shall be $350,000,000.

“Available Proceeds” means, without duplication, the aggregate amount of any Excess Proceeds (as defined in the Secured Indenture or the Unsecured Indenture) that remain unapplied after compliance with the "Asset Sale Offer" provisions of Section 4.09(c) of each of the Secured Indenture and the Unsecured Indenture (and any similar asset sale offer provisions of any other documentation governing Indebtedness of the Borrower or any of its Subsidiaries).

“First Waiver Extension Date” means July 28, 2020.

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“New Capital” means the gross amount of proceeds from any capital (whether in the form of debt, equity or otherwise) raised by the Borrower or any of its Subsidiaries after the First Waiver Extension Date; provided that proceeds of any capital raise which are used substantially concurrently for (i) the purchase price of a new Vessel or (ii) repayment of existing Indebtedness (other than Indebtedness (x) maturing within one year of the date of such repayment or (y) under any revolving credit agreement the repayment of which is not accompanied by a corresponding permanent reduction in the related revolving credit commitments), in each case, shall not constitute New Capital.

“Secured Indenture” means that certain Indenture dated as of May 19, 2020 among the Borrower, certain subsidiaries of the Borrower, and The Bank of New York Mellon Trust Company, N.A., as trustee and security agent, as in effect on the First Waiver Extension Date.

“Unsecured Indenture” means that certain Indenture dated as of June 9, 2020 among the Borrower, RCI Holdings LLC, and The Bank of New York Mellon Trust Company, N.A., as trustee, as in effect on the First Waiver Extension Date.

(c) The text that appears following the first semicolon in clause (c) of Section 6.1.1 of the Existing Agreement shall be amended and restated in its entirety as follows:

; it being understood and agreed, for the avoidance of doubt, that no such certificate shall be required to be delivered with respect to any Fiscal Quarter or Fiscal Year ending on June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021 or December 31, 2021;

(d) Section 6.1.1 of the Existing Agreement shall be further amended by adding the following new clauses (i) and (j) after clause (h) thereof:

(i) within ten Business Days after the end of each month during the Waiver Period, a certificate, executed by the chief financial officer, the treasurer or the corporate controller of the Borrower, showing (x) a breakdown of customer deposits between valid cruises, cancelled cruises and future cruise certificates and (y) a reconciliation of the Borrower’s consolidated customer deposit balance, in substantially the form attached hereto as Exhibit I;

(j) within fifteen Business Days after the end of each fiscal quarter during the Waiver Period, updated liquidity projections, in substantially the form attached hereto as Exhibit J, covering the next twelve month period;

(e) Section 6.2.9 of the Existing Agreement shall be amended and restated in its entirety as follows:

SECTION 6.2.9 Minimum Liquidity. The Borrower will not allow the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries as determined in accordance with GAAP to be less than the Adjustable Amount as of (i) the last day of any calendar month during the Waiver Period, or (ii) if the Borrower is not in compliance with the requirements of this Section 6.2.9 as of the last day of any calendar month during the Waiver Period,

Royal Caribbean – Amendment

the date the certificate required by Section 6.1.1(h) with respect to such month is delivered to the Administrative Agent.

(f) Section 6.2.10 of the Existing Agreement shall be amended by adding the following text after clause (b) thereof:

(c) The Borrower will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, make any Restricted Investment (as defined in the Secured Indenture or the Unsecured Indenture) during the Waiver Period that is not permitted by the Secured Indenture and the Unsecured Indenture (assuming the Secured Indenture and the Unsecured Indenture are in effect at the time of the making of such Restricted Investment, regardless of whether such indentures are actually in effect or have been amended after the First Waiver Extension Date); provided, however, that, subject to the terms of this Agreement, the Borrower or any Subsidiary may make any Investment (as defined in the Secured Indenture or the Unsecured Indenture) pursuant to clause (a) or clause (c) of the definition of “Permitted Investments” (as set forth in the Secured Indenture or the Unsecured Indenture) without giving effect to any proviso contained therein.

(d) If at any time during the Waiver Period and after the First Waiver Extension Date the Borrower or any of its Subsidiaries has Available Proceeds, then the Borrower shall, within fifteen Business Days of the date upon which such Available Proceeds are determined, apply 50% of such Available Proceeds to repay all or any portion of the Advances or any other Indebtedness that is pari passu in right of payment to the Obligations, in each case, subject to the terms of the documentation governing such Indebtedness; provided that any repayment of Indebtedness under any revolving credit agreement pursuant to this clause (d) shall be accompanied by a corresponding permanent reduction in the related revolving credit commitments.

(g) The Existing Agreement shall be amended by adding Exhibit A and Exhibit B hereto as Exhibit I and Exhibit J, respectively, thereto.

(h) Item 5.9(b) of Schedule II to the Existing Agreement shall be amended and restated in its entirety in the form of Schedule I hereto.

SECTION 2. Conditions of Amendment Effectiveness. This Amendment shall become effective as of the date on which each of the following conditions has been satisfied (or waived) in accordance with the terms hereof (such date, the “Amendment Effective Date”):

(a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment.

(b) The Administrative Agent shall have received, for the account of each Lender who has delivered a counterpart to this Amendment, an amendment fee paid by or on behalf of the Borrower in an amount equal to 0.15% of the Revolving Credit Commitment of such Lender.

SECTION 3. Representation and Warranty of the Borrower. To induce the Lender Parties to enter into this Amendment, the Borrower represents and warrants that, as of the Amendment Effective Date:

Royal Caribbean – Amendment

(a) The representations and warranties contained in Article V (excluding, however, those contained in the last sentence of Section 5.6) of the Amended Agreement are true and correct in all material respects except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct, and

(b) No Default, Prepayment Event or event which (with notice or lapse of time or both) would become a Prepayment Event has occurred and is continuing.

SECTION 4. Reference to and Effect on the Existing Agreement. On and after the effectiveness of this Amendment, each reference in the Existing Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Agreement shall mean and be a reference to the Amended Agreement. The Existing Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender Party or the Administrative Agent under the Existing Agreement, nor constitute a waiver of any provision of the Existing Agreement. This Amendment shall be deemed to constitute a Loan Document.

SECTION 5. Costs and Expenses. The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other documents to be delivered hereunder (including the reasonable and documented fees and expenses of one counsel for the Administrative Agent and the Lender Parties with respect hereto and thereto; it being understood that the foregoing shall be limited to the reasonable and documented fees and expenses of Shearman & Sterling LLP) in accordance with the terms of the Amended Agreement.

SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.

SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 8. Incorporation of Terms. The provisions of Sections 11.13, 11.17 and 11.18 of the Existing Agreement shall be incorporated into this Amendment as if set out in full in this Amendment and as if references in those sections to “this Agreement” were references to this Amendment.

SECTION 9. Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except as permitted by Section 11.1 of the Amended Agreement.

SECTION 10. Defined Terms. Capitalized terms not otherwise defined in this Amendment shall have the same meanings as specified in the Amended Agreement.

[Remainder of page intentionally left blank.]

Royal Caribbean – Amendment

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

ROYAL CARIBBEAN CRUISES LTD.

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

SIGNATURE PAGE

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Lender Parties:

NORDEA BANK ABP, NEW YORK
BRANCH

By	/s/ MARTIN LUNDER
	Name:	Martin Lunder
	Title:	Managing Director

By	/s/ CHRISTOPHER G. SPITTER
	Name:	Christopher G. Spitter
	Title:	Senior Vice President

SIGNATURE PAGE

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	Lender Parties:

	Citibank, N.A.

	By	/s/ SIMON ROBERT TAYLOR
	Name:	Simon Robert Taylor
	Title:	Vice President

SIGNATURE PAGE

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Lender Parties:

JPMORGAN CHASE BANK, N.A.

By	/s/ CODY A. CANAFAX
	Name:	Cody A. Canafax
	Title:	Vice President

SIGNATURE PAGE

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	Lender Parties:

	MIZUHO BANK, LTD.

	By	/s/ TRACY RAHN
	Name:	Tracy Rahn
	Title:	Executive Director

SIGNATURE PAGE

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	Lender Parties:

	Truist Bank, formerly known as Branch Banking and Trust Company and successor by merger to Suntrust Bank

	By	/s/ MAX N. GREER III
	Name:	Max N. Greer III
	Title:	Senior Vice President

SIGNATURE PAGE

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	Lender Parties:

	Industrial and Commercial Bank of China
	Limited, New York Branch

	By	/s/ KAN CHEN
	Name:	Kan Chen
	Title:	Director

	By	/s/ GANG DUAN
	Name:	Gang Duan
	Title:	Executive Director

SIGNATURE PAGE

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	Lender Parties:

	SOCIETE GENERALE

	By	/s/ SHELLEY YU
	Name:	Shelley Yu
	Title:	Director

SIGNATURE PAGE

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	Lender Parties:

	HSBC Bank USA, N.A.

	By	/s/ JUSTUS HANNA
	Name:	Justus Hanna
	Title:	Vice President

SIGNATURE PAGE

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	Lender Parties:

	Morgan Stanley Bank, N.A.

	By	/s/ JONATHAN KERNER
	Name:	Jonathan Kerner
	Title:	Authorized Signatory

SIGNATURE PAGE

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	Lender Parties:

	Morgan Stanley Senior Funding, Inc.

	By	/s/ JONATHAN KERNER
	Name:	Jonathan Kerner
	Title:	Vice President

SIGNATURE PAGE

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	Lender Parties:

	GOLDMAN SACHS BANK USA

	By	/s/ JAMIE MINIERI
	Name:	Jamie Minieri
	Title:	Authorized Signatory

SIGNATURE PAGE

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	Lender Parties:

	SKANDINAVISKA ENSKILDA BANKEN AB
	(PUBL)

	By	/s/ PEDER GARMEFELT
	Name:	Peder Garmefelt
	Title:	Head of Shipping Finance, London

	By	/s/ MALCOLM STONEHOUSE
	Name:	Malcolm Stonehouse
	Title:	Client Executive

SIGNATURE PAGE

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	Lender Parties:

	BANK OF AMERICA, N.A.

	By	/s/ BRIAN D. CORUM
	Name:	Brian D. Corum
	Title:	Managing Director

SIGNATURE PAGE

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	Lender Parties:

	The Bank of Nova Scotia

	By	/s/ AJIT GOSWAMI
	Name:	Ajit Goswami
	Title:	Managing Director & Industry Head

SIGNATURE PAGE

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	Lender Parties:

	DNB Capital LLC

	By	/s/ AHELIA SINGH
	Name:	Ahelia Singh
	Title:	Assistant Vice President


	By	/s/ MITA ZALAVADIA
	Name:	Mita Zalavadia
	Title:	Assistant Vice President

SIGNATURE PAGE

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	Lender Parties:

	Sumitomo Mitsui Banking Corporation

	By	/s/ MICHAEL MAGUIRE
	Name:	Michael Maguire
	Title:	Managing Director

SIGNATURE PAGE

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	Lender Parties:

	BANCO BILBAO VIZCAYA ARGENTARIA,
	S.A. New York Branch

	By	/s/ BRIAN CROWLEY
	Name:	Brian Crowley
	Title:	Managing Director


	By	/s/ MIRIAM TRAUTMANN
	Name:	Miriam Trautmann
	Title:	Senior Vice President

SIGNATURE PAGE

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	Lender Parties:

	PNC BANK, NATIONAL ASSOCIATION

	By	/s/ RYAN GARR
	Name:	Ryan Garr
	Title:	Vice President

SIGNATURE PAGE

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	Lender Parties:

	Banco Santander, S.A.

	By	/s/ LUIS CASERO
	Name:	Luis Casero
	Title:	Vice President


	By	/s/ LUCAS VIDELA
	Name:	Lucas Videla
	Title:	Executive Director

SIGNATURE PAGE

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	Lender Parties:

	MUFG BANK, LTD.

	By	/s/ GEORGE STOECKLEIN
	Name:	George Stoecklein
	Title:	Managing Director

SIGNATURE PAGE

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	Lender Parties:

	BNP PARIBAS

	By	/s/ JAMES GOODALL
	Name:	James Goodall
	Title:	Managing Director


	By	/s/ KYLE FITZPATRICK
	Name:	Kyle Fitzpatrick
	Title:	Vice President

SIGNATURE PAGE

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ACKNOWLEDGED AND AGREED BY:

Nordea Bank ABP, New York Branch
as Administrative Agent

By	/s/ MARTIN LUNDER
	Name:	Martin Lunder
	Title:	Managing Director


By	/s/ CHRISTOPHER G. SPITTER
	Name:	Christopher G. Spitter
	Title:	Senior Vice President

SIGNATURE PAGE

Royal Caribbean – Amendment

Schedule I

Item 5.9(b): Vessels

Vessel	Owner	Flag
Sovereign	RCL Sovereign LLC	Malta
Empress of the Seas	Nordic Empress Shipping Inc.	Bahamas
Monarch	RCL Monarch LLC	Malta
Majesty of the Seas	Majesty of the Seas Inc.	Bahamas
Grandeur of the Seas	Grandeur of the Seas Inc.	Bahamas
Rhapsody of the Seas	Rhapsody of the Seas Inc.	Bahamas
Enchantment of the Seas	Enchantment of the Seas Inc.	Bahamas
Vision of the Seas	Vision of the Seas Inc.	Bahamas
Voyager of the Seas	Voyager of the Seas Inc.	Bahamas
Horizon	RCL Horizon LLC	Malta
Mariner of the Seas	Mariner of the Seas Inc.	Bahamas
Celebrity Millennium	Millennium Inc.	Malta
Explorer of the Seas	Explorer of the Seas Inc.	Bahamas
Celebrity Infinity	Infinity Inc.	Malta
Radiance of the Seas	Radiance of the Seas Inc.	Bahamas
Celebrity Summit	Summit Inc.	Malta
Adventure of the Seas	Adventure of the Seas Inc.	Bahamas
Navigator of the Seas	Navigator of the Seas Inc.	Bahamas
Celebrity Constellation	Constellation Inc.	Malta
Serenade of the Seas	Serenade of the Seas Inc.	Bahamas
Jewel of the Seas	Jewel of the Seas Inc.	Bahamas
Celebrity Xpedition	Oceanadventures S.A.	Ecuador
Freedom of the Seas	Freedom of the Seas Inc.	Bahamas
Azamara Journey	Azamara Journey Inc.	Malta
Azamara Quest	Azamara Quest Inc.	Malta
Liberty of the Seas	Liberty of the Seas Inc.	Bahamas
Independence of the Seas	Independence of the Seas Inc.	Bahamas
Celebrity Solstice	Celebrity Solstice Inc.	Malta
Celebrity Equinox	Celebrity Equinox Inc.	Malta
Oasis of the Seas	Oasis of the Seas Inc.	Bahamas
Celebrity Eclipse	Celebrity Eclipse Inc.	Malta

[Schedule I]

Vessel	Owner	Flag
Allure of the Seas	Allure of the Seas Inc.	Bahamas
Celebrity Silhouette	Celebrity Silhouette Inc.	Malta
Celebrity Reflection	Celebrity Reflection Inc.	Malta
Quantum of the Seas	Quantum of the Seas Inc.	Bahamas
Brilliance of the Seas	Brilliance of the Seas Shipping Inc.	Bahamas
Anthem of the Seas	Anthem of the Seas Inc.	Bahamas
Celebrity Xperience	Oceanadventures S.A.	Ecuador
Celebrity Xploration	Oceanadventures S.A.	Ecuador
Ovation of the Seas	Ovation of the Seas Inc.	Bahamas
Harmony of the Seas	Harmony of the Seas Inc.	Bahamas
Symphony of the Seas	Symphony of the Seas Inc.	Bahamas
Celebrity Edge	Celebrity Edge Inc.	Malta
Azamara Pursuit	Azamara Pursuit Inc.	Malta
Silver Cloud	Silver Cloud Shipping Co. Ltd.	Bahamas
Silver Wind	Silver Wind Shipping Ltd.	Bahamas
Silver Shadow	Silver Shadow Shipping Co. Ltd.	Bahamas
Silver Spirit	Silver Spirit Shipping Co. Ltd.	Bahamas
Silver Muse	Silver Muse Shipping Co. Ltd.	Bahamas
Silver Galapagos	Conodros CL	Ecuador
Spectrum of the Seas	Spectrum of the Seas Inc.	Bahamas
Celebrity Flora	Islas Galápagos Turismo y Vapores C.A.	Ecuador
Celebrity Apex	Celebrity Apex Inc.	Malta
Silver Origin	Silversea Cruises Ltd.	Bahamas

[Schedule I]

Exhibit 10.2

Execution Version

AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 28, 2020, is among ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation (the “Borrower”), the various financial institutions party hereto (collectively, the “Lender Parties”) and The Bank of Nova Scotia, as administrative agent (the “Administrative Agent”) for the Lender Parties.

PRELIMINARY STATEMENTS

(1) The Borrower, the various financial institutions party thereto and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement, dated as of April 5, 2019, as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof (such Amended and Restated Credit Agreement as in effect immediately prior to giving effect to this Amendment, the “Existing Agreement” and as amended hereby, the “Amended Agreement”); and

(2) The Borrower and the Lender Parties have agreed to amend the Existing Agreement as hereinafter set forth herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

(a) The definition of “Waiver Period” in Section 1.1 of the Existing Agreement shall be amended and restated in its entirety as follows:

“Waiver Period” means the period commencing on the Waiver Effective Date and ending on December 31, 2021.

(b) Section 1.1 of the Existing Agreement shall be amended by adding the following defined terms in appropriate alphabetical order:

“First Waiver Extension Date” means July 28, 2020.

Royal Caribbean – Amendment

(c) The text that appears following the first semicolon in clause (c) of Section 6.1.1 of the Existing Agreement shall be amended and restated in its entirety as follows:

(d) Section 6.1.1 of the Existing Agreement shall be further amended by adding the following new clauses (i) and (j) after clause (h) thereof:

(e) Section 6.2.9 of the Existing Agreement shall be amended and restated in its entirety as follows:

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Period, the date the certificate required by Section 6.1.1(h) with respect to such month is delivered to the Administrative Agent.

(f) Section 6.2.10 of the Existing Agreement shall be amended by adding the following text after clause (b) thereof:

(g) The Existing Agreement shall be amended by adding Exhibit A and Exhibit B hereto as Exhibit I and Exhibit J, respectively, thereto.

(h) Item 5.9(b) of Schedule II to the Existing Agreement shall be amended and restated in its entirety in the form of Schedule I hereto.

SECTION 3. Representation and Warranty of the Borrower. To induce the Lender Parties to enter into this Amendment, the Borrower represents and warrants that, as of the Amendment Effective Date:

Royal Caribbean – Amendment

(b) No Default, Prepayment Event or event which (with notice or lapse of time or both) would become a Prepayment Event has occurred and is continuing.

SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

Royal Caribbean – Amendment

SECTION 9. Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except as permitted by Section 11.1 of the Amended Agreement.

SECTION 10. Defined Terms. Capitalized terms not otherwise defined in this Amendment shall have the same meanings as specified in the Amended Agreement.

[Remainder of page intentionally left blank.]

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

	ROYAL CARIBBEAN CRUISES LTD.


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

SIGNATURE PAGE

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	Lender Parties:

	The Bank of Nova Scotia

	By	/s/ AJIT GOSWAMI
		Name: Ajit Goswami
		Title: Managing Director & Industry Head

SIGNATURE PAGE

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	Lender Parties:

	BANK OF AMERICA, N.A.

	By	/s/ BRIAN D. CORUM
		Name: Brian D. Corum
		Title: Managing Director

SIGNATURE PAGE

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	Lender Parties:

	DNB Capital LLC

	By	/s/ AHELIA SINGH
		Name: Ahelia Singh
		Title: Assistant Vice President

	By	/s/ MITA ZALAVADIA
		Name: Mita Zalavadia
		Title: Assistant Vice President

SIGNATURE PAGE

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	Lender Parties:

	Sumitomo Mitsui Banking Corporation

	By	/s/ MICHAEL MAGUIRE
		Name: Michael Maguire
		Title: Managing Director

SIGNATURE PAGE

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	Lender Parties:

	BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
	NEW YORK BRANCH

	By	/s. BRIAN CROWLEY
		Name: Brian Crowley
		Title: Managing Director

	By	/s/ MIRIAM TRAUTMANN
		Name: Miriam Trautmann
		Title: Senior Vice President

SIGNATURE PAGE

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	Lender Parties:

	Regions Bank

	By	/s/ CHERYL L. SHELHART
		Name: Cheryl L. Shelhart
		Title: Director

SIGNATURE PAGE

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	Lender Parties:

	PNC BANK, NATIONAL ASSOCIATION

	By	/s/ RYAN GARR
		Name: Ryan Garr
		Title: Vice President

SIGNATURE PAGE

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	Lender Parties:

	Banco Santander, S.A., New York Branch

	By	/s/ RITA WALZ-CUCCIOLI
		Name: Rita Walz-Cuccioli
		Title: Executive Director

	By	/s/ JUAN GALAN
		Name: Juan Galan
		Title: Managing Director

SIGNATURE PAGE

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	Lender Parties:

	Truist Bank, formerly known as Branch Banking and Trust Company and successor by merger to Suntrust Bank

	By	/s/ MAX N. GREER III
		Name: Max N. Greer III
		Title: Senior Vice President

SIGNATURE PAGE

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	Lender Parties:

	COMMERZBANK AG, NEW YORK BRANCH

	By	/s/ MATHEW WARD
		Name: Mathew Ward
		Title: Director

	By	/s/ BIANCA NOTARI
		Name: Bianca Notari
		Title: Vice President

SIGNATURE PAGE

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	Lender Parties:

	MUFG BANK, LTD.,

	By	/s/ GEORGE STOECKLEIN
		Name: George Stoecklein
		Title: Managing Director

SIGNATURE PAGE

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	Lender Parties:

	CIBC BANK USA

	By	/s/ JAVIER GUTIERREZ
		Name: Javier Gutierrez
		Title: Managing Director

SIGNATURE PAGE

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	Lender Parties:

	Bayerische Landesbank, New York Branch

	By	/s/ ROLF SIEBERT
		Name: Rolf Siebert
		Title: Executive Director

	By	/s/ VARBIN STAYKOFF
		Name: Varbin Staykoff
		Title: Senior Director

SIGNATURE PAGE

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	Lender Parties:

	BNP PARIBAS

	By	/s/ JAMES GOODALL
		Name: James Goodall
		Title: Managing Director

	By	/s/ KYLE FITZPATRICK
		Name: Kyle Fitzpatrick
		Title: Vice President

SIGNATURE PAGE

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	Lender Parties:

	DZ BANK AG, Deutsche Zentral-
	Genossenschaftsbank, New York Branch

	By	/s/ HARRY MORENO
		Name: Harry Moreno
		Title: Senior Vice President

	By	/s/ DANIEL TESCHNER
		Name: Daniel Teschner
		Title: Senior Vice President

SIGNATURE PAGE

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	Lender Parties:

	Intesa Sanpaolo S.p.A. – New York Branch

	By	/s/ NICOLA BAIOCCHI DI SILVESTRI
		Name: Nicola Baiocchi Di Silvestri
		Title: Managing Director & General Manager

	By	/s/ DAVIDE CASALE
		Name: Davide Casale
		Title: Vice President & Relationship Manager

SIGNATURE PAGE

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	Lender Parties:

	FIRST HORIZON BANK

	By	/s/ DILIAN SCHULZ
		Name: Dilian Schulz
		Title: Senior Vice President

SIGNATURE PAGE

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	Lender Parties:

	Citibank, N.A.

	By	/s/ SIMON ROBERT TAYLOR
		Name: Simon Robert Taylor
		Title: Vice President

SIGNATURE PAGE

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	Lender Parties:

	JPMORGAN CHASE BANK, N.A.

	By	/s/ CODY A. CANAFAX
		Name: Cody A. Canafax
		Title: Vice President

SIGNATURE PAGE

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	Lender Parties:

	MIZUHO BANK, LTD.

	By	/s/ TRACY RAHN
		Name: Tracy Rahn
		Title: Executive Director

SIGNATURE PAGE

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	Lender Parties:

	Industrial and Commercial Bank of China Limited, New York Branch

	By	/s/ KAN CHEN
		Name: Kan Chen
		Title: Director

	By	/s/ GANG DUAN
		Name: Gang Duan
		Title: Executive Director

SIGNATURE PAGE

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	Lender Parties:

	SOCIETE GENERALE

	By	/s/ SHELLEY YU
		Name: Shelley Yu
		Title: Director

SIGNATURE PAGE

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	Lender Parties:

	TD BANK, N.A.

	By	/s/ CRAIG WELCH
		Name: Craig Welch
		Title: Senior Vice President

SIGNATURE PAGE

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	Lender Parties:

	Barclays Bank PLC

	By	/s/ MAY HUANG
		Name: May Huang
		Title: Assistant Vice President

SIGNATURE PAGE

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	Lender Parties:

	HSBC Bank USA, N.A.

	By	/s/ JUSTUS HANNA
		Name: Justus Hanna
		Title: Vice President

SIGNATURE PAGE

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	Lender Parties:

	Morgan Stanley Bank, N.A.

	By	/s JONATHAN KERNER
		Name: Jonathan Kerner
		Title: Authorized Signatory

SIGNATURE PAGE

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	Lender Parties:

	Morgan Stanley Senior Funding, Inc.

	By	/s/ JONATHAN KERNER
		Name: Jonathan Kerner
		Title: Vice President

SIGNATURE PAGE

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	Lender Parties:

	STANDARD CHARTERED BANK

	By	/s/ JAMES BECK
		Name: James Beck
		Title: Associate Director

SIGNATURE PAGE

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	Lender Parties:

	GOLDMAN SACHS BANK USA

	By	/s/ JAMIE MINIERI
		Name: Jamie Minieri
		Title: Authorized Signatory

SIGNATURE PAGE

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	Lender Parties:

	LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, NEW YORK BRANCH

	By	/s/ DAVID A. LEECH
		Name: David A. Leech
		Title: Senior Vice President

	By	/s/ RALF GOEBEL
		Name: Ralf Goebel
		Title: Vice President

SIGNATURE PAGE

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	Agent Parties:

	The Bank of Nova Scotia

	By	/s/ AJIT GOSWAMI
		Name: Ajit Goswami
		Title: Managing Director & Industry Head

SIGNATURE PAGE

Royal Caribbean – Amendment

Schedule I

Item 5.9(b): Vessels

Vessel	Owner	Flag
Sovereign	RCL Sovereign LLC	Malta
Empress of the Seas	Nordic Empress Shipping Inc.	Bahamas
Monarch	RCL Monarch LLC	Malta
Majesty of the Seas	Majesty of the Seas Inc.	Bahamas
Grandeur of the Seas	Grandeur of the Seas Inc.	Bahamas
Rhapsody of the Seas	Rhapsody of the Seas Inc.	Bahamas
Enchantment of the Seas	Enchantment of the Seas Inc.	Bahamas
Vision of the Seas	Vision of the Seas Inc.	Bahamas
Voyager of the Seas	Voyager of the Seas Inc.	Bahamas
Horizon	RCL Horizon LLC	Malta
Mariner of the Seas	Mariner of the Seas Inc.	Bahamas
Celebrity Millennium	Millennium Inc.	Malta
Explorer of the Seas	Explorer of the Seas Inc.	Bahamas
Celebrity Infinity	Infinity Inc.	Malta
Radiance of the Seas	Radiance of the Seas Inc.	Bahamas
Celebrity Summit	Summit Inc.	Malta
Adventure of the Seas	Adventure of the Seas Inc.	Bahamas
Navigator of the Seas	Navigator of the Seas Inc.	Bahamas
Celebrity Constellation	Constellation Inc.	Malta
Serenade of the Seas	Serenade of the Seas Inc.	Bahamas
Jewel of the Seas	Jewel of the Seas Inc.	Bahamas
Celebrity Xpedition	Oceanadventures S.A.	Ecuador
Freedom of the Seas	Freedom of the Seas Inc.	Bahamas
Azamara Journey	Azamara Journey Inc.	Malta
Azamara Quest	Azamara Quest Inc.	Malta
Liberty of the Seas	Liberty of the Seas Inc.	Bahamas
Independence of the Seas	Independence of the Seas Inc.	Bahamas
Celebrity Solstice	Celebrity Solstice Inc.	Malta
Celebrity Equinox	Celebrity Equinox Inc.	Malta
Oasis of the Seas	Oasis of the Seas Inc.	Bahamas
Celebrity Eclipse	Celebrity Eclipse Inc.	Malta

[Schedule I]

Vessel	Owner	Flag
Allure of the Seas	Allure of the Seas Inc.	Bahamas
Celebrity Silhouette	Celebrity Silhouette Inc.	Malta
Celebrity Reflection	Celebrity Reflection Inc.	Malta
Quantum of the Seas	Quantum of the Seas Inc.	Bahamas
Brilliance of the Seas	Brilliance of the Seas Shipping Inc.	Bahamas
Anthem of the Seas	Anthem of the Seas Inc.	Bahamas
Celebrity Xperience	Oceanadventures S.A.	Ecuador
Celebrity Xploration	Oceanadventures S.A.	Ecuador
Ovation of the Seas	Ovation of the Seas Inc.	Bahamas
Harmony of the Seas	Harmony of the Seas Inc.	Bahamas
Symphony of the Seas	Symphony of the Seas Inc.	Bahamas
Celebrity Edge	Celebrity Edge Inc.	Malta
Azamara Pursuit	Azamara Pursuit Inc.	Malta
Silver Cloud	Silver Cloud Shipping Co. Ltd.	Bahamas
Silver Wind	Silver Wind Shipping Ltd.	Bahamas
Silver Shadow	Silver Shadow Shipping Co. Ltd.	Bahamas
Silver Spirit	Silver Spirit Shipping Co. Ltd.	Bahamas
Silver Muse	Silver Muse Shipping Co. Ltd.	Bahamas
Silver Galapagos	Conodros CL	Ecuador
Spectrum of the Seas	Spectrum of the Seas Inc.	Bahamas
Celebrity Flora	Islas Galápagos Turismo y Vapores C.A.	Ecuador
Celebrity Apex	Celebrity Apex Inc.	Malta
Silver Origin	Silversea Cruises Ltd.	Bahamas

[Schedule I]

Exhibit 10.3

Execution Version

AMENDMENT TO TERM LOAN AGREEMENT

This AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”), dated as of July 28, 2020, is among ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation (the “Borrower”), the various financial institutions party hereto (collectively, the “Lender Parties”) and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for the Lender Parties.

PRELIMINARY STATEMENTS

(1) The Borrower, the various financial institutions party thereto and the Administrative Agent are parties to that certain Term Loan Agreement, dated as of April 5, 2019, as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof (such Term Loan Agreement as in effect immediately prior to giving effect to this Amendment, the “Existing Agreement” and as amended hereby, the “Amended Agreement”); and

(2) The Borrower, the Lender Parties and the Administrative Agent have agreed to amend the Existing Agreement as hereinafter set forth herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

(a) The definition of “Waiver Period” in Section 1.1 of the Existing Agreement shall be amended and restated in its entirety as follows:

“Waiver Period” means the period commencing on the Waiver Effective Date and ending on December 31, 2021.

(b) Section 1.1 of the Existing Agreement shall be amended by adding the following defined terms in appropriate alphabetical order:

“First Waiver Extension Date” means July 28, 2020.

“New Capital” means the gross amount of proceeds from any capital (whether in the form of debt, equity or otherwise) raised by the Borrower or any

Royal Caribbean – Amendment

of its Subsidiaries after the First Waiver Extension Date; provided that proceeds of any capital raise which are used substantially concurrently for (i) the purchase price of a new Vessel or (ii) repayment of existing Indebtedness (other than Indebtedness (x) maturing within one year of the date of such repayment or (y) under any revolving credit agreement the repayment of which is not accompanied by a corresponding permanent reduction in the related revolving credit commitments), in each case, shall not constitute New Capital.

(c) The text that appears following the first semicolon in clause (c) of Section 6.1.1 of the Existing Agreement shall be amended and restated in its entirety as follows:

(d) Section 6.1.1 of the Existing Agreement shall be further amended by adding the following new clauses (i) and (j) after clause (h) thereof:

(e) Section 6.2.9 of the Existing Agreement shall be amended and restated in its entirety as follows:

Royal Caribbean – Amendment

(f) Section 6.2.10 of the Existing Agreement shall be amended by adding the following text after clause (b) thereof:

(g) The Existing Agreement shall be amended by adding Exhibit A and Exhibit B hereto as Exhibit I and Exhibit J, respectively, thereto.

(h) Item 5.9(b) of Schedule II to the Existing Agreement shall be amended and restated in its entirety in the form of Schedule I hereto.

(b) The Administrative Agent shall have received, for the account of each Lender Party who has delivered a counterpart to this Amendment, an amendment fee paid by or on behalf of the Borrower in an amount equal to 0.15% of the outstanding Advances of such Lender.

SECTION 3. Representation and Warranty of the Borrower. To induce the Lender Parties to enter into this Amendment, the Borrower represents and warrants that, as of the Amendment Effective Date:

(a) The representations and warranties contained in Article V (excluding, however, those contained in the last sentence of Section 5.6) of the Amended Agreement are true and correct

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in all material respects except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct, and

(b) No Default, Prepayment Event or event which (with notice or lapse of time or both) would become a Prepayment Event has occurred and is continuing.

SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 9. Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except as permitted by Section 11.1 of the Amended Agreement.

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SECTION 10. Defined Terms. Capitalized terms not otherwise defined in this Amendment shall have the same meanings as specified in the Amended Agreement.

[Remainder of page intentionally left blank.]

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

	ROYAL CARIBBEAN CRUISES LTD.

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

SIGNATURE PAGE

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	Lender Parties:

	BANK OF AMERICA, N.A.

	By	/s/ BRIAN D. CORUM
		Name: Brian D. Corum
		Title: Managing Director

SIGNATURE PAGE

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	Lender Parties:

	The Bank of Nova Scotia

	By	/s/ AJIT GOSWAMI
		Name: Ajit Goswami
		Title: Managing Director & Industry Head

SIGNATURE PAGE

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	Lender Parties:

	DNB Capital LLC

	By	/s/ AHELIA SINGH
		Name: Ahelia Singh
		Title: Assistant Vice President

	By	/s/ MITA ZALAVADIA
		Name: Mita Zalavadia
		Title: Assistant Vice President

SIGNATURE PAGE

Royal Caribbean – Amendment

	Lender Parties:

	Sumitomo Mitsui Banking Corporation

	By	/s/ MICHAEL MAGUIRE
		Name: Michael Maguire
		Title: Managing Director

SIGNATURE PAGE

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	Lender Parties:

	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH

	By	/s/ BRIAN CROWLEY
		Name: Brian Crowley
		Title: Managing Director

	By	/s/ MIRIAM TRAUTMANN
		Name: Miriam Trautmann
		Title: Senior Vice President

SIGNATURE PAGE

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	Lender Parties:

	Regions Bank

	By	/s/ CHERYL L. SHELHART
		Name: Cheryl L. Shelhart
		Title: Director

SIGNATURE PAGE

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	Lender Parties:

	PNC BANK, NATIONAL ASSOCIATION

	By	/s/ RYAN GARR
		Name: Ryan Garr
		Title: Vice President

SIGNATURE PAGE

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	Lender Parties:

	Banco Santander, S.A., New York Branch

	By	/s/ RITA WALZ-CUCCIOLI
		Name: Rita Walz-Cuccioli
		Title: Executive Director

	By	/s/ JUAN GALAN
		Name: Juan Galan
		Title: Managing Director

SIGNATURE PAGE

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	Lender Parties:

	Truist Bank, formerly known as Branch Banking and Trust Company and successor by merger to Suntrust Bank

	By	/s/ MAX N. GREER III
		Name: Max N. Greer III
		Title: Senior Vice President

SIGNATURE PAGE

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	Lender Parties:

	COMMERZBANK AG, NEW YORK BRANCH

	By	/s/ MATHEW WARD
		Name: Mathew Ward
		Title: Director

	By	/s/ BIANCA NOTARI
		Name: Bianca Notari
		Title: Vice President

SIGNATURE PAGE

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	Lender Parties:

	MUFG BANK, LTD.

	By	/s/ GEORGE STOECKLEIN
		Name: George Stoecklein
		Title: Managing Director

SIGNATURE PAGE

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	Lender Parties:

	CIBC BANK USA

	By	/s/ JAVIER GUTIERREZ
		Name: Javier Gutierrez
		Title: Managing Director

SIGNATURE PAGE

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	Lender Parties:

	Bayerische Landesbank, New York Branch

	By	/s/ ROLF SIEBERT
		Name: Rolf Siebert
		Title: Executive Director

	By	/s/ VARBIN STAYKOFF
		Name: Varbin Staykoff
		Title: Senior Director

SIGNATURE PAGE

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	Lender Parties:

	BNP PARIBAS

	By	/s/ JAMES GOODALL
		Name: James Goodall
		Title: Managing Director

	By	/s/ KYLE FITZPATRICK
		Name: Kyle Fitzpatrick
		Title: Vice President

SIGNATURE PAGE

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	Lender Parties:

	DZ BANK AG, Deutsche Zentral- Genossenschaftsbank, New York Branch

	By	/s/ HARRY MORENO
		Name: Harry Moreno
		Title: Senior Vice President

	By	/s/ DANIEL TESCHNER
		Name: Daniel Teschner
		Title: Senior Vice President

SIGNATURE PAGE

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	Lender Parties:

	Intesa Sanpaolo S.p.A. – New York Branch

	By	/s/ NICOLA BAIOCCHI DI SILVESTRI
		Name: Nicola Baiocchi Di Silvestri
		Title: Managing Director & General Manager

	By	/s/ DAVIDE CASALE
		Name: Davide Casale
		Title: Vice President & Relationship Manager

SIGNATURE PAGE

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	Lender Parties:

	FIRST HORION BANK

	By	/s/ DILIAN SCHULZ
		Name: Dilian Schulz
		Title: Senior Vice President

SIGNATURE PAGE

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	Lender Parties:

	TD BANK, N.A.

	By	/s/ CRAIG WELCH
		Name: Craig Welch
		Title: Senior Vice President

SIGNATURE PAGE

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	ACKNOWLEDGED AND AGREED BY:

	BANK OF AMERICA, N.A.
	as Administrative Agent

	By	/s/ BRIAN D. CORUM
		Name: Brian D. Corum
		Title: Managing Director

SIGNATURE PAGE

Royal Caribbean – Amendment

Schedule I

Item 5.9(b): Vessels

Vessel	Owner	Flag
Sovereign	RCL Sovereign LLC	Malta
Empress of the Seas	Nordic Empress Shipping Inc.	Bahamas
Monarch	RCL Monarch LLC	Malta
Majesty of the Seas	Majesty of the Seas Inc.	Bahamas
Grandeur of the Seas	Grandeur of the Seas Inc.	Bahamas
Rhapsody of the Seas	Rhapsody of the Seas Inc.	Bahamas
Enchantment of the Seas	Enchantment of the Seas Inc.	Bahamas
Vision of the Seas	Vision of the Seas Inc.	Bahamas
Voyager of the Seas	Voyager of the Seas Inc.	Bahamas
Horizon	RCL Horizon LLC	Malta
Mariner of the Seas	Mariner of the Seas Inc.	Bahamas
Celebrity Millennium	Millennium Inc.	Malta
Explorer of the Seas	Explorer of the Seas Inc.	Bahamas
Celebrity Infinity	Infinity Inc.	Malta
Radiance of the Seas	Radiance of the Seas Inc.	Bahamas
Celebrity Summit	Summit Inc.	Malta
Adventure of the Seas	Adventure of the Seas Inc.	Bahamas
Navigator of the Seas	Navigator of the Seas Inc.	Bahamas
Celebrity Constellation	Constellation Inc.	Malta
Serenade of the Seas	Serenade of the Seas Inc.	Bahamas
Jewel of the Seas	Jewel of the Seas Inc.	Bahamas
Celebrity Xpedition	Oceanadventures S.A.	Ecuador
Freedom of the Seas	Freedom of the Seas Inc.	Bahamas
Azamara Journey	Azamara Journey Inc.	Malta
Azamara Quest	Azamara Quest Inc.	Malta
Liberty of the Seas	Liberty of the Seas Inc.	Bahamas
Independence of the Seas	Independence of the Seas Inc.	Bahamas
Celebrity Solstice	Celebrity Solstice Inc.	Malta
Celebrity Equinox	Celebrity Equinox Inc.	Malta
Oasis of the Seas	Oasis of the Seas Inc.	Bahamas
Celebrity Eclipse	Celebrity Eclipse Inc.	Malta

Vessel	Owner	Flag
Allure of the Seas	Allure of the Seas Inc.	Bahamas
Celebrity Silhouette	Celebrity Silhouette Inc.	Malta
Celebrity Reflection	Celebrity Reflection Inc.	Malta
Quantum of the Seas	Quantum of the Seas Inc.	Bahamas
Brilliance of the Seas	Brilliance of the Seas Shipping Inc.	Bahamas
Anthem of the Seas	Anthem of the Seas Inc.	Bahamas
Celebrity Xperience	Oceanadventures S.A.	Ecuador
Celebrity Xploration	Oceanadventures S.A.	Ecuador
Ovation of the Seas	Ovation of the Seas Inc.	Bahamas
Harmony of the Seas	Harmony of the Seas Inc.	Bahamas
Symphony of the Seas	Symphony of the Seas Inc.	Bahamas
Celebrity Edge	Celebrity Edge Inc.	Malta
Azamara Pursuit	Azamara Pursuit Inc.	Malta
Silver Cloud	Silver Cloud Shipping Co. Ltd.	Bahamas
Silver Wind	Silver Wind Shipping Ltd.	Bahamas
Silver Shadow	Silver Shadow Shipping Co. Ltd.	Bahamas
Silver Spirit	Silver Spirit Shipping Co. Ltd.	Bahamas
Silver Muse	Silver Muse Shipping Co. Ltd.	Bahamas
Silver Galapagos	Conodros CL	Ecuador
Spectrum of the Seas	Spectrum of the Seas Inc.	Bahamas
Celebrity Flora	Islas Galápagos Turismo y Vapores C.A.	Ecuador
Celebrity Apex	Celebrity Apex Inc.	Malta
Silver Origin	Silversea Cruises Ltd.	Bahamas

[Schedule I]

Exhibit 10.4

Financial covenant waiver extension consent letter relating to the Cruise Debt Holiday Principles

To:	Royal Caribbean Cruises Ltd. ("RCCL")

as Borrower under the RCCL Facility Agreements (as defined in the Schedule (as defined below) and detailed in part A of the Schedule) and as Guarantor under the Silversea Facility Agreements (as defined in the Schedule and detailed in part B of the Schedule)

Silversea Cruise Holding Ltd. ("Silversea")

as Borrower under the Silversea Facility Agreements

From:

KfW IPEX-Bank GmbH

as CIRR Agent, as Hermes Agent and as Administrative Agent and Facility Agent (as applicable) under the Facility Agreements (but for the purpose of this letter, being referred to as the Facility Agent)

Date: 23 July 2020

Dear Sirs

We refer to:

(1)

each of the Facility Agreements (as defined in and more particularly set out in the schedule to this letter (the "Schedule"));

(2)

the consent request letters from you to us in relation to the Principles (as defined in the Waiver Extension Request (as defined below)) dated 31 March 2020 and 4 May 2020 respectively (the "Original Consent Requests");

(3)

the waiver extension consent request letter from you to us dated 13 July 2020 (the "Waiver Extension Request"); and

(4)

the email from RCCL to us dated 15 July 2020 requesting the amendment of the debt holiday quarterly reporting obligation under the RCCL Facility Agreements and the Principles to align it with its SEC filing requirements (the "Financial Reporting Request").

Unless otherwise defined in this letter, words and expressions defined in the relevant Facility Agreement and the Schedule shall have the same meanings when used in this letter.

The Lenders under each of the Facility Agreements and Hermes consent to the requests contained in the Waiver Extension Request and the Financial Reporting Request on and subject to the terms set out in this letter.

With effect on and from the date of this letter:

(1)

the term of the waivers for the suspension of financial covenant testing granted pursuant to the Original Consent Requests as contained in (a) the RCCL Facility Agreements and (b) any confirmations issued by us pursuant to the Original Consent Requests in connection with the Silversea Facility Agreements (the

Page 1

"Original Confirmations") shall be extended so that any financial covenants set out in any relevant provision of the Facility Agreements shall continue to be tested in accordance with the existing terms of the relevant Facility Agreement (and your reporting obligations in respect of such financial covenants under such Facility Agreement shall continue to apply) but (i) the period during which any breach of such financial covenants shall not result in any Prepayment Event (including as set out in section 9.1.5 (Non-Performance of Certain Covenants and Obligations) of the RCCL Facility Agreements) or any Event of Default under the RCCL Facility Agreements shall be extended from 31 March 2021 to 31 December 2021 and (ii) in the case of the Silversea Facility Agreements, the Original Confirmations provided by us (on behalf of the relevant Lenders) in relation to the suspension of financial covenant testing shall continue to apply until 31 December 2021;

(2)

the following term in section 1.1 (Defined Terms) of each of the RCCL Facility Agreements shall, accordingly, be deleted in total and replaced with a new term as follows:

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

(3)

the following term shall be inserted in section 1.1 (Defined Terms) of each of the RCCL Facility Agreements in the correct place alphabetically:

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

(4)

the relevant section of section 7.1.1 (Financial Information, Reports, Notices, etc.) of each of the RCCL Facility Agreements shall, accordingly, be deleted in total and replaced with a new section as follows:

"as soon as available and in any event within respectively five (5), ten (10) and forty (40) days after the end of each monthly, bi-monthly and quarterly period starting on April 1, 2020 and during the Deferral Period, the information set out in section (F) of the Information Package (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);";

(5)

the words "Deferral Period" in the heading of exhibit A (Repayment Schedule – Loan (other than Deferred Tranche)) to each of the RCCL Facility Agreements shall be deleted and replaced with the words "Original Deferral Period";

(6)

Silversea shall provide the financial information referred to in sections (F)8 and (F)9 of the information package (attachment 1 to the Principles) as soon as possible and in any event within 40 days after the end of each quarterly period starting on 1 April 2020 and ending on 31 December 2021; and

(7)

the terms on which the Lenders under each of the Facility Agreements and Hermes consented to the requests contained in the Original Consent Requests shall continue to apply save to the extent amended and supplemented by this letter.

Page 2

By signing this letter, the Facility Agent confirms that any consent required to be obtained from Hermes and KfW in respect of the amendments to the Facility Agreements to be made pursuant to paragraph 4 above have been obtained.

By signing this letter each of RCCL and Silversea hereby:

(1)

repeats as at the date of its acknowledgement of this letter the representations set forth in article VI of each Facility Agreement to which it is a party (excluding that in section 6.10 (Withholding, etc.) if that representation is not a representation to be repeated pursuant to that Facility Agreement), by reference to the facts and circumstances then pertaining, as if references to the Loan Documents include this letter;

(2)

confirms that it is in compliance with its negative pledge covenant under section 7.2.3 (Liens) of the Facility Agreements;

(3)

undertakes that if it or any of its Subsidiaries grants security and/or issues guarantees under or in connection with a credit, loan or borrowing facility agreement which is backed by an export credit agency other than Hermes and in existence as of 30 June 2020 (an "Other Existing ECA Financing"), it shall promptly notify the Facility Agent and, if required by Hermes in respect of any Facility Agreement, agrees to amend and modify that Facility Agreement promptly to reflect the requirement to grant security and/or issue guarantees equivalent to those granted and/or issued under such Other Existing ECA Financing. Pending such amendment and modification the requirement to grant equivalent security and/or issue equivalent guarantees shall be deemed to be a term of that Facility Agreement. The Facility Agent and RCCL and/or Silversea will, at the cost of RCCL or Silversea (as borrower, as the case may be), enter into such documentation as is required to reflect the granting of equivalent security and/or the issue of equivalent guarantees that take effect pursuant to this letter. Any such documentation must be in a form agreed by the Facility Agent, acting reasonably; and

(4)

undertakes to notify the Facility Agent promptly of the granting of any new security, the issue of any new guarantees or the discharge or release of any security or guarantees granted or issued by it or any of its Subsidiaries to secure the repayment of monies borrowed under any credit, loan or borrowing facility agreement (including the issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property from such Person) or the repayment of any other Indebtedness.

Each party confirms that, save as supplemented and amended by this letter, the provisions of each Facility Agreement shall continue in full force and effect.

This letter is a Loan Document.

This letter and any non-contractual obligations connected with it shall be governed by and interpreted in accordance with English law and sections 11.14.2 (Jurisdiction), 11.14.3 (Alternative Jurisdiction) and 11.14.4 (Service of Process) of each Facility Agreement shall apply to this letter as if they are set out in full and as if (a) references

Page 3

to each party are references to each party to this letter and (b) references to the Facility Agreement are to this letter.

This letter may be executed in counterparts.

Please sign below and return to signify your acceptance of the terms and conditions of this letter.

Yours faithfully

/s/ MICHAEL BURGESS

Name: Michael Burgess

For and on behalf of

KfW IPEX-Bank GmbH as Facility Agent and on behalf of the Lenders and any lead arrangers (howsoever described)

ATTORNEY-IN-FACT

Page 4

ROYAL CARIBBEAN CRUISES LTD.

By:	/s/ ANTJE M. GIBSON
	Name: Antje M. Gibson
	Title: VP, Treasurer

Date:	July 28, 2020

SILVERSEA CRUISE HOLDING LTD.

By:	/s/ ROBERTO MARTINOLI
	Name: Roberto Martinoli
	Title: CEO

Date:	July 28, 2020

Page 5

Schedule

Part A: RCCL Hermes backed facility agreements

A facility agreement dated 15 April 2009 (as amended and restated or amended from time to time including by an amendment agreement dated 15 April 2020) in respect of m.v. "Celebrity Equinox" (builder's hull no. S-676) entered into between, amongst others, RCCL as borrower, KfW IPEX-Bank GmbH as Hermes agent (in this capacity, the "Hermes Agent"), KfW IPEX-Bank GmbH as administrative agent (in this capacity, "Administrative Agent") and the banks and financial institutions listed therein as Lenders in relation to a term loan facility not exceeding the US dollar equivalent of €412,000,000.

A facility agreement dated 26 November 2009 (as amended and restated or amended from time to time including by an amendment agreement dated 15 April 2020) in respect of m.v. "Celebrity Eclipse" (builder's hull no. S-677) entered into between, amongst others, RCCL as borrower, the Hermes Agent, the Administrative Agent and the banks and financial institutions listed therein as Lenders in relation to a term loan facility not exceeding the US dollar equivalent of €420,000,000.

A facility agreement dated 7 August 2008 (as amended and restated or amended from time to time including by an amendment agreement dated 23 April 2020) in respect of m.v. "Celebrity Solstice" (builder's hull no. S-675) entered into between, amongst others, RCCL as borrower, the Hermes Agent, the Administrative Agent and the banks and financial institutions listed therein as Lenders in relation to a term loan facility not exceeding the US dollar equivalent of €412,000,000.

A facility agreement dated 27 February 2009 (as amended and restated or amended from time to time including by an amendment agreement dated 22 April 2020) in respect of m.v. "Celebrity Silhouette" (builder's hull no. S-679) entered into between, amongst others, RCCL as borrower, the Hermes Agent, the Administrative Agent and the banks and financial institutions listed therein as Lenders in relation to a term loan facility not exceeding the US dollar equivalent of €444,000,000.

A facility agreement dated 19 December 2008 (as amended and restated or amended from time to time including by an amendment agreement dated 8 April 2020) in respect of m.v. "Celebrity Reflection" (builder's hull no. S-691) entered into between, amongst others, RCCL as borrower, the Hermes Agent, the Administrative Agent and the banks and financial institutions listed therein as Lenders in relation to a term loan facility not exceeding the US dollar equivalent of €485,600,000.

A facility agreement dated 8 June 2011 (as amended and restated or amended from time to time including by an amendment agreement dated 21 April 2020) in respect of m.v. "Quantum of the Seas" (builder's hull no. S-697) entered into between, amongst others, RCCL as borrower, the Hermes Agent, KfW IPEX-Bank GmbH as facility agent (in this capacity, the "Facility Agent")and the banks and financial institutions listed therein as Lenders in relation to a term loan facility not exceeding the US dollar equivalent of eighty per cent. (80%) of the Contract Price and one hundred per cent (100%) of the Hermes Fee (as such terms are defined therein).

A facility agreement dated 8 June 2011 (as amended and restated or amended from time to time including by an amendment agreement dated 8 April 2020) in respect of

Page 6

m.v. "Anthem of the Seas" (builder's hull no. S-698) entered into between, amongst others, RCCL as borrower, the Hermes Agent, the Facility Agent and the banks and financial institutions listed therein as Lenders in relation to a term loan facility not exceeding the US dollar equivalent of eighty per cent. (80%) of the Contract Price and one hundred per cent (100%) of the Hermes Fee (as such terms are defined therein).

A facility agreement dated 31 March 2016 (as amended and restated or amended from time to time including by an amendment agreement dated 6 May 2020) in respect of m.v. "Ovation of the Seas" (builder's hull no. S-699) entered into between, amongst others, RCCL as borrower, the Hermes Agent, the Facility Agent and the banks and financial institutions listed therein as Lenders in relation to a term loan facility not exceeding the US dollar equivalent of eighty per cent. (80%) of the Contract Price and one hundred per cent (100%) of the Hermes Fee (as such terms are defined therein).

A facility agreement dated 13 November 2015 (as amended and restated or amended from time to time including by an amendment agreement dated 8 April 2020) in respect of m.v. "Spectrum of the Seas" (builder's hull no. S-700) entered into between, amongst others, RCCL as borrower, the Hermes Agent, the Facility Agent and the banks and financial institutions listed therein as Lenders in relation to a term loan facility not exceeding the US dollar equivalent of eighty per cent. (80%) of the Contract Price and one hundred per cent (100%) of the Hermes Fee (as such terms are defined therein),

10.

A facility agreement dated 13 November 2015 (as amended from time to time including by an amendment agreement dated 30 April 2020) in respect of m.v. "Odyssey of the Seas" (builder's hull no. S-713) entered into between, amongst others, RCCL as borrower, the Hermes Agent, the Facility Agent and the banks and financial institutions listed therein as Lenders in relation to a term loan facility not exceeding the US dollar equivalent of eighty per cent. (80%) of the Contract Price and one hundred per cent (100%) of the Hermes Fee (as such terms are defined therein).

Part B: Silversea Hermes backed facility agreements

A facility agreement dated as of 19 September 2019 (as amended from time to time) in respect of the passenger cruise vessel with builder's hull no. S-719 entered into between, amongst others, the Borrower as borrower, RCCL as guarantor, the Hermes Agent, the Facility Agent and the banks and financial institutions listed therein as Lenders in relation to a term loan facility not exceeding the US dollar equivalent of eighty per cent (80%) of the Contract Price and one hundred per cent (100%) of the Hermes Fee.

A facility agreement dated as of 19 September 2019 (as amended from time to time) in respect of the passenger cruise vessel with builder's hull no. S-720 entered into between, amongst others, the Borrower as borrower, RCCL as guarantor, the Hermes Agent, the Facility Agent and the banks and financial institutions listed therein as Lenders in relation to a term loan facility not exceeding the US dollar equivalent of eighty per cent (80%) of the Contract Price and one hundred per cent (100%) of the Hermes Fee.

The facility agreements in Part A and Part B together the "Facility Agreements", the facility agreements in Part A together the "RCCL Facility Agreements" and the facility agreements in Part B together the "Silversea Facility Agreements".

Page 7

Exhibit 10.5

Supplemental Agreement in relation to the extension of the

waiver period for financial covenants

Dated: 28 July 2020

We refer to:

(a)

the facility agreement dated 22 June 2016 (as novated, amended and restated pursuant to a novation agreement dated 22 June 2016, and as further amended and restated from time to time, including by way of the Second Supplemental Agreement (as defined below), the Facility Agreement) in respect of the financing of the acquisition of m.v. Celebrity Edge (ex hull no. J34) and made between, amongst others, Royal Caribbean Cruises Ltd. as borrower (the Borrower), Citibank Europe plc, UK Branch as facility agent (the Facility Agent) and the banks and financial institutions listed therein as lenders (the Lenders);

(b)

the supplemental agreement dated 28 April 2020 (the Second Supplemental Agreement) entered into by the parties to the Facility Agreement, and pursuant to which the Facility Agreement was amended in accordance with the Principles (as defined therein); and

(c)

the consent request email sent by the Borrower to the Facility Agent on 24 June 2020 (the Consent Request), pursuant to which the Borrower has requested an extension of the application of certain amendments previously made to the Facility Agreement by virtue of the Second Supplemental Agreement.

Words and expressions defined in the Facility Agreement shall have the same meaning when used in this agreement.

Pursuant to the Second Supplemental Agreement, it has been agreed that the financial covenants set out in section 7.2.4 of the Facility Agreement (the Financial Covenants) shall continue to be tested in accordance with the existing terms of the Facility Agreement (and the reporting obligations of the Borrower in respect of such Financial Covenants shall continue to apply) but that, subject to the conditions set out in section 9.1.4 of the Facility Agreement, any breach of the Financial Covenants arising during the Advanced Loan Deferral Period shall not constitute a Prepayment Event (the Financial Covenant Waiver).

It is hereby agreed that pursuant to the Consent Request and subject to paragraphs 5 and 6 below, the Financial Covenant Waiver shall, with effect from the date of this agreement, be extended from the last day of the Advanced Loan Deferral Period until and including 31 December 2021 (and the reference to ‘Advanced Loan Deferral Period’ in each of section 9.1.4 and section 8.1.4 of the Facility Agreement shall be construed accordingly).

The above extension is granted on the basis that a breach of the Financial Covenants which arises at a time when an Event of Default under section 8.1.5 of the Facility Agreement has occurred and is continuing, or a Prepayment Event under sections 9.1.11 or 9.1.12 has occurred, shall continue to constitute a Prepayment Event.

In addition to paragraph 5 above, it is acknowledged and agreed that the extension granted pursuant to paragraph 4 above (or, as the case may be in relation to (a) below, the continued availability of that extension) is subject to the following conditions:

(a)

the execution of all of the Guarantees by the Guarantors (as such terms are defined in the schedule to this letter) in favour of, amongst others, the Lenders, together with all necessary ancillary and supporting documentation related to the execution of such Guarantees (including such subordination and intercreditor documentation as may be required by the senior creditors), by no later than 15 October 2020 (or such later date as may be agreed by the Lenders and BpiFAE) and with such Guarantees being

executed in favour of the Lenders and any such ancillary and supporting documentation to which the Lenders are a party to be in a form and substance, and documented in a manner, mutually acceptable to, amongst others, the Borrower, the Lenders and BpiFAE (each acting reasonably); and

(b)

the payment by the Borrower to the Facility Agent (on behalf of the Lenders) of a testing suspension fee in the amount of USD5,000 per Lender which has, as at the date of this agreement, provided its approval in respect of the matters contained in this agreement to the Facility Agent. The fee shall be payable within five (5) Business Days of the date of this agreement and shall be made free and clear of any deduction, restriction or withholding and in immediately available freely transferable cleared funds and in Dollars to the following account or such other account(s) as the Facility Agent may notify the Borrower of in advance:


	Account with Institution:	CITIBANK NA, NEW YORK, FW021000089, CITIUS33
	Beneficiary institution:	CITIBANK EUROPE PLC, UK BRANCH
	Account Number:	10963054 CITTGB2LELA
	Attention:	Loans Agency
	Ref:	RCCL- Celebrity Edge.

The Borrower represents and warrants that each of the representations contained in article VI of the Facility Agreement (excluding those in section 6.10) shall be deemed repeated by the Borrower (by reference to any applicable date stated therein but otherwise by reference to the facts and circumstances then existing) at the date of this agreement.

Save as expressly amended by this agreement, all other terms and conditions of the Facility Agreement and the other Loan Documents shall remain unaltered in full force and effect.

This agreement is a Loan Document.

10.

No term of this agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone who is not a party to this agreement.

11.

This agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this agreement.

12.

This agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. The provisions of Section 11.14 of the Facility Agreement shall apply with equal effect to this agreement.

/s/ ANTJE M. GIBSON
For and on behalf of
Royal Caribbean Cruises Ltd.
as Borrower


/s/ CLAIRE CRAWFORD
For and on behalf of
Citibank Europe plc, UK Branch
as Facility Agent on behalf of the Lenders

Schedule

Guarantees

For the purpose of paragraph 6(a) of this letter:

Guarantees means:

(a)

the third priority guarantee to be granted by RCI Holdings LLC (RCI Holdings), with such guarantee being subordinate in priority to:

(i)

the first priority guarantee dated 9 June 2020 granted by RCI Holdings in favour of the holders (or a collateral agent on their behalf) of the USD1,000,000,000 9.125% Senior Notes due 2023 (or any other indebtedness benefitting from a first ranking guarantee from RCI Holdings in an amount no greater than USD1,700,000,000) as such first priority guarantee may be amended or replaced from time to time in respect of any amendment of the financing from those parties or any refinancing of that financing;

(ii)

each of the second priority guarantees dated 26 June 2020 granted by RCI Holdings in favour of (A) Nordea Bank AB (publ), New York Branch as agent on behalf of the lenders under the USD1,550,000,000 revolving credit facility maturing in 2022, (B) The Bank of Nova Scotia as agent on behalf of the lenders under the USD1,925,000,000 revolving credit facility maturing in 2024, (C) Bank of America, N.A. as agent on behalf of the lenders under the USD1,000,000,000 term loan maturing on 5 April 2022, (D) Nordea Bank ABP, New York Branch as agent on behalf of the lenders under the USD300,000,000 term loan maturing on 7 June 2028, (E) Sumitomo Mitsui Banking Corporation as agent on behalf of the lenders under the USD55,827,065 term loan maturing on 5 December 2022, (F) Skandinaviska Enskilda Banken AB (publ) as agent on behalf of the lenders under the €80,000,000 term loan maturing in November 2024, (G) Industrial and Commercial Bank of China Limited, New York Branch as agent on behalf of the lenders under the USD130,000,000 term loan maturing on 2 February 2023 and (H) SMBC Leasing and Finance, Inc. as agent on behalf of the beneficiaries of a guarantee dated 18 July 2016 in connection with liabilities relating to the “Lease”, the “Construction Agency Agreement”, the “Participation Agreement” and any other “Operative Document” (as each term is defined in such guarantees) (the agents referred to in this clause (ii), the Agents) as such second priority guarantees may be amended or replaced from time to time in respect of any amendment of the financing from those parties or any refinancing of that financing;

(iii)

the second priority guarantee to be granted by RCI Holdings in favour of The Bank of Nova Scotia as lender under the term loan maturing on 13 September 2021 with a current outstanding balance of USD1,735,902 (the Falmouth Lender) as such second priority guarantee may be amended or replaced from time to time in respect of any amendment of the financing from those parties or any refinancing of that financing; and

(iv)

each of the second priority guarantees granted (or to be granted) by RCI Holdings in favour of certain credit card providers or a representative on their behalf (the Credit Card Providers) in connection with cash collateral and reserve requirements in respect of cruise ticket sales as such second priority guarantee may be amended or replaced from time to time in respect of any amendment of the financing from those parties or any refinancing of that financing;

(b)

the second priority guarantee to be granted by each of RCL Holdings LLC (RCL LLC), Torcatt Enterprises S.A. (Torcatt), RCL Holdings Cooperatief UA (RCL Holdings), RCL Cruises Ltd (RCL Cruises) and RCL Investments Ltd (RCL Investments), with such guarantee being subordinate in priority to:

(i)

each of the first priority guarantees dated 3 June 2020, granted by each of RCL LLC, Torcatt, RCL Holdings, RCL Cruises and RCL Investments in favour of each of the Agents as such first priority guarantees may be amended or replaced from time to time in respect of any amendment of the financing from those parties or any refinancing of that financing;

(ii)

the first priority guarantees to be granted by each of RCL LLC, Torcatt, RCL Holdings, RCL Cruises and RCL Investments in favour of the Falmouth Lender as such first priority guarantee may be amended or replaced from time to time in respect of any amendment of the financing from those parties or any refinancing of that financing; and

(iii)

each of the first priority guarantees granted (or to be granted) by each of RCL LLC, Torcatt, RCL Holdings, RCL Cruises and RCL Investments in favour of each of the Credit Card Providers as such first priority guarantee may be amended or replaced from time to time in respect of any amendment of the financing from those parties or any refinancing of that financing; and

(c)

the first priority guarantee to be granted by Celebrity Cruise Lines Inc., including any successor by merger, transfer of assets, or otherwise, provided that such successor shall be incorporated in Liberia (Celebrity Cruise Lines).

Guarantors means, RCI Holdings, RCL LLC, RCL Cruises, RCL Investments, Torcatt, RCL Holdings and Celebrity Cruise Lines.

Exhibit 10.6

Supplemental Agreement in relation to the extension of the

waiver period for financial covenants

Dated: 28 July 2020

We refer to:

(a)

the facility agreement dated 22 June 2016 (as novated, amended and restated pursuant to a novation agreement dated 22 June 2016, and as further amended and restated from time to time, including by way of the Second Supplemental Agreement (as defined below), the Facility Agreement) in respect of the financing of the acquisition of m.v Celebrity Apex (ex hull no. K34) and made between, amongst others, Royal Caribbean Cruises Ltd. as borrower (the Borrower), Citibank Europe plc, UK Branch as facility agent (the Facility Agent) and the banks and financial institutions listed therein as lenders (the Lenders);

(b)

the supplemental agreement dated 29 April 2020 (the Second Supplemental Agreement) entered into by the parties to the Facility Agreement, and pursuant to which the Facility Agreement was amended in accordance with the Principles (as defined therein); and

(c)

Words and expressions defined in the Facility Agreement shall have the same meaning when used in this agreement.

(a)

(b)

Account with Institution:	CITIBANK NA, NEW YORK, FW021000089, CITIUS33
Beneficiary institution:	CITIBANK EUROPE PLC, UK BRANCH
Account Number:	10963054 CITTGB2LELA
Attention:	Loans Agency
Ref:	RCCL- Celebrity Apex.

Save as expressly amended by this agreement, all other terms and conditions of the Facility Agreement and the other Loan Documents shall remain unaltered in full force and effect.

This agreement is a Loan Document.

10.

No term of this agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone who is not a party to this agreement.

11.

This agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this agreement.

12.

/s/ ANTJE M. GIBSON
For and on behalf of
Royal Caribbean Cruises Ltd.
as Borrower

/s/ CLAIRE CRAWFORD
For and on behalf of
Citibank Europe plc, UK Branch
as Facility Agent on behalf of the Lenders

Schedule

Guarantees

For the purpose of paragraph 6(a) of this letter:

Guarantees means:

(a)

the third priority guarantee to be granted by RCI Holdings LLC (RCI Holdings), with such guarantee being subordinate in priority to:

(i)

(ii)

(iii)

(iv)

(b)

(i)

(ii)

(iii)

(c)

Guarantors means, RCI Holdings, RCL LLC, RCL Cruises, RCL Investments, Torcatt, RCL Holdings and Celebrity Cruise Lines.

Exhibit 10.7

Supplemental Agreement in relation to the extension of the

waiver period for financial covenants

Dated: 28 July 2020

We refer to:

(a)

the facility agreement dated 30 January 2015 (as novated, amended and restated pursuant to a novation agreement dated 30 January 2015, and as further amended and restated from time to time, including by way of the Fourth Supplemental Agreement (as defined below), the Facility Agreement) in respect of the financing of the acquisition of m.v. Symphony of the Seas (ex hull no. B34) and made between, amongst others, Royal Caribbean Cruises Ltd. as borrower (the Borrower), Citibank Europe plc, UK Branch as facility agent (the Facility Agent) and the banks and financial institutions listed therein as lenders (the Lenders);

(b)

the supplemental agreement dated 29 April 2020 (the Fourth Supplemental Agreement) entered into by the parties to the Facility Agreement, and pursuant to which the Facility Agreement was amended in accordance with the Principles (as defined therein); and

(c)

Words and expressions defined in the Facility Agreement shall have the same meaning when used in this agreement.

Pursuant to the Fourth Supplemental Agreement, it has been agreed that the financial covenants set out in section 7.2.4 of the Facility Agreement (the Financial Covenants) shall continue to be tested in accordance with the existing terms of the Facility Agreement (and the reporting obligations of the Borrower in respect of such Financial Covenants shall continue to apply) but that, subject to the conditions set out in section 9.1.4 of the Facility Agreement, any breach of the Financial Covenants arising during the Advanced Loan Deferral Period shall not constitute a Prepayment Event (the Financial Covenant Waiver).

(a)

(b)

	Account with Institution:	CITIBANK NA, NEW YORK, FW021000089, CITIUS33
	Beneficiary institution:	CITIBANK EUROPE PLC, UK BRANCH
	Account Number:	10963054 CITTGB2LELA
	Attention:	Loans Agency
	Ref:	RCCL- Symphony of the Seas

Save as expressly amended by this agreement, all other terms and conditions of the Facility Agreement and the other Loan Documents shall remain unaltered in full force and effect.

This agreement is a Loan Document.

10.

No term of this agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone who is not a party to this agreement.

11.

This agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this agreement.

12.

/s/ ANTJE M. GIBSON
For and on behalf of
Royal Caribbean Cruises Ltd.
as Borrower


/s/ CLAIRE CRAWFORD
For and on behalf of
Citibank Europe plc, UK Branch
as Facility Agent on behalf of the Lenders

Schedule

Guarantees

For the purpose of paragraph 6(a) of this letter:

Guarantees means:

(a)

the third priority guarantee to be granted by RCI Holdings LLC (RCI Holdings), with such guarantee being subordinate in priority to:

(i)

(ii)

(iii)

(iv)

(b)

(i)

(ii)

(iii)

(c)

Guarantors means, RCI Holdings, RCL LLC, RCL Cruises, RCL Investments, Torcatt, RCL Holdings and Celebrity Cruise Lines.

Exhibit 10.8

Financial covenant waiver extension consent letter relating to the Cruise Debt

Holiday Principles

To:	Royal Caribbean Cruises Ltd. ("RCCL")
	as Borrower under the Facility Agreements (as defined in the Schedule (as defined below))

From:	KfW IPEX-Bank GmbH
	as Hermes Agent and as Facility Agent (as applicable) under the Facility Agreements (but for the purpose of this letter, being referred to as the Facility Agent)

Date: 31 July 2020

Dear Sirs

We refer to:

(1)

each of the Facility Agreements (as defined in and more particularly set out in the schedule to this letter (the "Schedule"));

(2)

the consent request letters from you to us in relation to the Principles (as defined in the Waiver Extension Request (as defined below)) dated 31 March 2020 (the "Original Consent Request'');

(3)

the waiver extension consent request letter from you to us dated 13 July 2020 (the "Waiver Extension Request");

(4)

the email from you to us dated 15 July 2020 requesting the amendment of the debt holiday quarterly reporting obligation under the Principles to align it with your SEC filing requirements (the "Financial Reporting Request");

(5)

the waiver extension consent letter from Finnvera and FEC to you dated 17 July 2020 pursuant to which the suspension of financial covenant testing granted pursuant to the Original Consent Request has been extended until 30 June 2021 (the "First Finnvera Waiver Extension Consent Letter''); and

(6)

the waiver extension consent letter from Finnvera and FEC to you dated 24 July 2020 and reissued on 31 July 2020 and acknowledged and agreed by you on 31 July 2020 pursuant to which the suspension of financial covenant testing granted pursuant to the First Finnvera Waiver Extension Consent Letter has been further extended until 31 December 2021 provided that the structural enhancements more particularly described in the presentation sent to Finnvera by RCCL on 15 July 2020 (the "Presentation") have been (a) implemented for the benefit of the ECA creditors and (b) approved by the relevant creditors, in each case in the manner contemplated in the Presentation and on or before 30 September 2020 (or such later date as may be agreed between RCCL, Finnvera and FEC).

Unless otherwise defined in this letter, words and expressions defined in the relevant Facility Agreement and the Schedule shall have the same meanings when used in this letter.

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With effect on and from the date of this letter.

(1)

the term of the waivers for the suspension of financial covenant testing granted pursuant to the Original Consent Request as contained in any confirmations issued by us pursuant to the Original Consent Request in connection with the Facility Agreements (the "Original Confirmations") shall be extended so that any financial covenants set out in any relevant provision of the Facility Agreements shall continue to be tested in accordance with the existing terms of the relevant Facility Agreement (and your reporting obligations in respect of such financial covenants under such Facility Agreement shall continue to apply) but the Original Confirmations provided by us in relation to the suspension of financial covenant testing shall continue to apply until 31 December 2021 unless the structural enhancements more particularly described in the Presentation have not been so implemented and approved on or before 30 September 2020 (or such later date as may be agreed between RCCL, Finnvera and FEC);

(2)

you shall provide the financial information referred to in sections (F)8 and (F)9 of the information package (attachment 1 to the Principles) as soon as possible and in any event within 40 days after the end of each quarterly period during the period starting on 1 April 2020 and ending on 31 December 2021 unless the structural enhancements more particularly described in the Presentation have not been so implemented and approved on or before 30 September 2020 (or such later date as may be agreed between RCCL, Finnvera and FEC); and

(3)

the terms on which the Lenders under each of the Facility Agreements and Hermes consented to the requests contained in the Original Consent Request shall continue to apply save to the extent amended and supplemented by this letter.

By signing this letter, the Facility Agent confirms that any consent required to be obtained from Hermes and KfM in respect of the amendments to the Facility Agreements to be made pursuant to paragraph 4 above have been obtained.

By signing this letter RCCL hereby:

(1)

repeats as at the date of its acknowledgement of this letter the representations set forth in article VI of each Facility Agreement (excluding that in section 6.10 (Withholding, etc.)), by reference to the facts and circumstances then pertaining, as if references to the Loan Documents include this letter;

(2)

confirms that it is in compliance with its negative pledge covenant under section 7.2.3 (Liens) of the Facility Agreements;

(3)

undertakes that if it or any of its Subsidiaries grants security and/or issues guarantees under or in connection with a credit, loan or borrowing facility agreement which is backed by an export credit agency other than Hermes and in existence as of 30 June 2020 (an "Other Existing ECA Financing"), it shall promptly notify the Facility Agent and, if required by Hermes in respect of any Facility Agreement, agrees to amend and modify that Facility Agreement promptly to reflect the requirement to grant security and/or issue guarantees equivalent to those granted and/or issued under such Other Existing ECA Financing. Pending such amendment and modification the requirement to grant equivalent security and/or issue equivalent guarantees shall be deemed to be a term of that Facility Agreement. The Facility Agent and RCCL will, at the cost of RCCL, enter into such documentation as is required to reflect the granting of equivalent security and/or the issue of equivalent guarantees that take effect pursuant to this letter. Any such documentation must be in a form agreed by the Facility Agent, acting reasonably; and

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(4)

Each party confirms that, save as supplemented and amended by this letter, the provisions of each Facility Agreement shall continue in full force and effect.

This letter is a Loan Document.

This letter and any non-contractual obligations connected with it shall be governed by and interpreted in accordance with English law and sections 11.18.2 (Jurisdiction), 11.18.3 (Alternative Jurisdiction) and 11.18.4 (Service of Process) of each Facility Agreement shall apply to this letter as if they are set out in full and as if (a) references to each party are references to each party to this letter and (b) references to the Facility Agreement are to this letter.

This letter may be executed in counterparts.

Please sign below and return to signify your acceptance of the terms and conditions of this letter.

Yours faithfully


/s/ JULIE CLEGG, Attorney-in-fact
Name: JULIE CLEGG
For and on behalf of
KfW IPEX-Bank GmbH as Facility Agent and on behalf of the Lenders and any lead arrangers
(howsoever described)

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ROYAL CARIBBEAN CRUISES LTD.

By:	/s/ ANTJE GIBSON
	Name:ANTJE GIBSON
	Title: VP, Treasurer

Date:	July 31, 2020

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Schedule

A facility agreement dated 11 October 2017 (as amended and restated from time to time) in respect of the passenger cruise vessel with builder's hull no. 1400 entered into between, amongst others, RCCL as borrower, KfW IPEX-Bank GmbH as Hermes agent (the "Hermes Agent"), KfW IPEX-Bank GmbH as facility agent (the "Facility Agent") and the banks and financial institutions listed therein as Lenders in relation to a term loan facility not exceeding the US dollar equivalent of eighty per cent. (80%) of the Contract Price and one hundred per cent (100%) of the Hermes Fee, the Finnvera Premium and (if applicable) the Finnvera Balancing Premium (as such terms are defined therein).

A facility agreement dated 11 October 2017 (as amended and restated from time to time) in respect of the passenger cruise vessel with builder's hull no. 1401 entered into between, amongst others, RCCL as borrower, the Hermes Agent, the Facility Agent and the banks and financial institutions listed therein as Lenders in relation to a term loan facility not exceeding the US dollar equivalent of eighty per cent. (80%) of the Contract Price and one hundred per cent (100%) of the Hermes Fee, the Finnvera Premium and (if applicable) the Finnvera Balancing Premium (as such terms are defined therein).

A facility agreement dated 18 December 2019 (as amended from time to time) in respect of the passenger cruise vessel with builder's hull no. 1402 entered into between, amongst others, RCCL as borrower, the Hermes Agent, the Facility Agent and the banks and financial institutions listed therein as Lenders in relation to a term loan facility not exceeding the US dollar equivalent of eighty per cent. (80%) of the Contract Price and one hundred per cent (100%) of the Hermes Fee, the Finnvera Premium and (if applicable) the Finnvera Balancing Premium (as such terms are defined therein).

The facility agreements listed above together the "Facility Agreements".

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