AMENDMENT NO. 1 TO THE
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this " Amendment ")
among Allure of the Seas Inc., a Liberian corporation (the " Borrower "), Royal Caribbean Cruises
Ltd., a Liberian corporation (the " Guarantor " and, together with the Borrower, the " Loan Parties
"), the various financial institutions as are parties to the Credit Agreement referred to below
(collectively, the " Lenders "), and Skandinaviska Enskilda Banken AB (publ), as administrative
agent (in such capacity, the " Administrative Agent ") for the Lenders.
(1) The Loan Parties, the Lenders and the Administrative Agent have
entered into a Credit Agreement, dated as of March 15, 2010 (the " Credit Agreement ").
Capitalized terms not otherwise defined in this Amendment have the same meanings as specified
in the Credit Agreement.
(3) The Loan Parties have requested and the Required Lenders have agreed
that the Credit Agreement be amended, upon the terms and subject to the conditions set forth
herein, and Finnvera has consented to such amendment.
NOW THEREFORE, in consideration of the premises and the mutual agreements
contained herein, and for other valuable consideration the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment . Effective as of the date hereof, Schedule I of the
Credit Agreement is hereby amended and restated in full to read as set forth in Exhibit A hereto.
SECTION 2. Conditions to Effectiveness . This Amendment shall become
effective as of the date first above written when, and only when, (i) Finnvera has consented to
this Amendment and delivered a duly authorized and executed signature page to the
Administrative Agent or its counsel evidencing such consent and (ii) the Loan Parties and the
Required Lenders have delivered a duly authorized and executed signature page to this
Amendment to the Administrative Agent or its counsel.
SECTION 3. Reference to and Effect